9available, annual dividends payable in cash on the 31st day of December in each year, commencing on December 3l, 2020 at the rate of $0.10 per share per year. On March 26, 2020, the Company issued 1,000 shares of its Series A preferred stock with a fair value of $744,455 to the Company’s CEO, J. Jacob Isaacs. The Company recognized this fair value as compensation during the nine months ended September 30, 2020.

Stock Warrants

On August 7, 2020, the Company issued 45,977 common stock warrants in conjunction with a convertible note. The warrants have a 5-year life and an exercise price of $0.87. In September 2020, there was a partial conversion of debt at a conversion price of $0.035 as described in Note 5. Due to a reset provision in the warrant agreement, the exercise price reset to $0.035 and the corresponding warrants increased to 1,142,857.

The following table summarizes the stock warrantactivity for the nine months ended September 30, 2020:

The Company valued the warrants using the Black-Scholes model with the following key assumptions ranging from: fair value stock price, $0.15, Exercise price, $0.035, Term 5 years, Volatility 63%, and Discount rate 0.28% and a dividend yield of 0%.

As of September 30, 2020, the outstanding stock warrants have a weighted average remaining term of 4.85 years and an intrinsic value of $131,429.

Note 7.Commitments and Contingencies

In connection with the acquisition of Fourth Wave Energy, Inc., the Company entered into consulting agreements with certain members of Fourth Wave.  The consulting agreements require the Company to pay $385,000 in consulting fees during the terms of the consulting agreements, all but one of which expired on June 30, 2020.  One consulting agreement is for a twelve month period and expires in January 2021. As of September 30, 2020, the Company accrued $331,850 as expenses for these consulting agreements.

Note 8.Subsequent Events

Subsequent to September 30, 2020, the Company borrowed $260,000 from unrelated third parties. The loans are unsecured, bear interest at 8% per year, and are due and payable at various dates in April and May 2021. At the option of the lenders the loans may be converted into shares of the Company's common stock at a conversion price of $0.10 per share.

Item 2.

Management’s Discussion and Analysis of Financial Conditions and Results of Operations

Unless otherwise indicated, references in this Quarterly Report on Form 10-Q references 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, 20162019 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.

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 theseIn March 2020 the Director General of the World Health Organization declared COVID-19 a pandemic. We are still assessing the impact COVID-19 may have on our business, but there can be no assurance that this analysis will enable us to avoid part or all of any impact from the spread of COVID-19 or its consequences, including downturns in business sentiment generally.  The extent to which the COVID-19 pandemic and other risksglobal efforts to contain its spread will impact our operations will depend on future developments, which are highly uncertain and uncertainties is contained in our filings withcannot be predicted at this time, and include the Securitiesduration, severity and Exchange Commission, includingscope of the section entitled “Risk Factors” in our Annual Report on Form 10-K forpandemic and the year ended December 31, 2016.actions taken to contain or treat the COVID-19 pandemic.

Overview

Unless otherwise indicated or the context otherwise requires, all references in this Form 10-Q to “we,” “us,” “our,” “our company,” “Wadena”“Fourth Wave” or the “Company” refer to WadenaFourth Wave, Inc (formerly Pierre Corp.).

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Overview

We were incorporated in Nevada on January 21, 2011.  Since our incorporation, we have not realized any revenues to date and currently have no operations.  Effective July 11, 2017, we abandoned our business plan and discontinued operations of all business activity including those related to New Benefits, Inc. On August 3, 2015, we signed an agreement with New Benefits, Inc.attempted to become oneinvolved in a number of business ventures, all of which were unsuccessful and which we have abandoned.

Residential Energy Efficiency and Renewable Energy Overview

Homes and buildings use energy for heating, cooling, hot water, and electrification. A number of factors determine how much energy is required to deliver these services including the age of the structure, type of construction, heating, ventilation, and air conditioning (HVAC) equipment used and its independent sales representatives. Our business wascondition, lighting, appliances, and electronics used. Different types of energy are used for these end-uses, which is often based on regional energy production and availability, historical construction preferences, and local legislation. Energy sources include, but are not limited to natural gas, heating oil, utility electricity, and on-site renewable energy generation.

Based on home conditions and energy sources, energy efficiency improvements are often the lowest way to reduce ongoing utility and maintenance costs. Energy efficiency improvements often result in improved living comfort, for example enhanced heating, cooling, lighting, and air quality. Energy efficiency upgrades have an up-front cost but are designed to reduce ongoing utility and maintenance costs. Upgrades also often result in increased home values.

Homes and commercial buildings consume 40% of the energy used in the developmentUnited States. Most homeowners could save between 15-25% of their utility bills by addressing wasted energy from drafts, air leaks, and marketing a fixed digital gateway presence for Telehealth services through a diverse marketing strategy that highlights E-visits for doctor patient interaction throughoutdated heating and cooling systems. Typical energy efficiency upgrades include sealing air leaks, adding insulation, installing more efficiency windows, doors, and skylights, installing and properly setting programmable thermostats, sealing ducts, tuning or upgrading heating and cooling systems, installing energy efficiency hot water heaters, upgrading household appliances and electronics, and installing energy efficient lighting.

Improvements in electric heat exchanger (also known as heat pump) technology have increased their usage across the internet that connects users withcountry. Different types of heat pump technologies exist. Some transfer energy from water sources and others directly from the desireair. Water source heat pumps are often connected to be treated.  As a resultgeothermal systems, also known as ground source heating and cooling. Since geothermal technologies rely on transferring energy from the earth instead of discontinuing all of its previous operations, we have re-enteredcreating energy, they are widely considered the development stage.most efficient heating and cooling system.

We are now an entity with no operations. As of the date hereof, we have not been successful in any of our prior business operations.

Historically, we were able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately.

Our managementOn-site renewable energy generation has been analyzingimproving greatly for years with gains in performance and reductions in cost. The most typical type of on-site generation is photovoltaics, also known as solar energy. Panels are typically installed on a roof-mounted configuration or on an adjacent ground-mounted system. Inverters capture the various alternatives availablesolar energy and transform it into electricity. Most residential systems are tied to usthe existing electrical utility grid for back-up and resiliency when solar energy is not being generated.

The sale of solar and geothermal energy system has benefitted from tax credits which lowers the effective cost of these systems to ensure our survival andhomeowners.  However, these tax credits are set to preserve our shareholder's investmentexpire in our common shares. This analysis has included sourcing additional forms of financing to continue our business as2021.  Although there is or mergers and/or acquisitions. At this stage in our operations, we believe either course is acceptable, as our operations have not been profitable and our future prospects for our business are not good without further financing.

We are focusing our preliminary merger/acquisition activities on potential business opportunities with established business entities for the merger of a target business with our company. In certain instances, a target business may wish to become a subsidiary of our company or may wish to contribute assets to our company rather than merge. We anticipatehope that any new acquisition or business opportunities by our companythese tax credits will require additional financing. Therebe extended, there can be no assurance however, that wethey will be ableextended in which case the net cost of the GSP system to acquire the financing necessaryhomeowner will increase significantly.

Fourth Wave Energy

On March 16, 2020 we acquired all of the outstanding shares of Fourth Wave Energy, Inc. for 6,200,000 restricted shares of our common stock.

Fourth Wave Energy’s GSP system is designed to enable ussignificantly reduce energy consumption and associated greenhouse gas emissions in residences and commercial buildings, while improving indoor air quality. By improving the building envelope, reducing energy loads, and generating on-site renewable solar energy the system offers a highly-efficiency whole-home energy upgrade.

The GSP system includes:

·home energy audit and environmental analysis; 

·improved building envelope, including upgrades to pursue ourinsulation, sealing, and air tightness; 

·on-site photovoltaic power generation; 

·efficient heat pump heating, ventilation, and air conditioning (HVAC) technology; 

·LED lighting;  

·heat pumps for domestic hot water heating; 

·energy recovery ventilation systems; 

·advanced air filtration and distribution; and 

·220v electric vehicle charger 

Optional equipment and services includes:

·Battery storage system 

·Hot tub and pool heaters 

·Xeriscape and landscape design 

·ground source geothermal technology for heating and cooling; 

·air source heating and cooling depending on home conditions and requirements; 

We plan of operation. If our company requires additional financingto use a sales force that will market the GSP system directly to homeowners.

We will use independent subcontractors to replace a home’s existing heating and we are unable to acquire such funds, our business may fail.

In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreementair conditioning system with another corporation or entity.the GSP system.  We may also acquire stock or assetsestimate that the removal of an existing business. UponHVAC system and the consummationinstallation of the GSP system will cost approximately $39,000, after tax credits, and will require approximately 14 to 21 days to complete.

As of November 20, 2020 we had not sold any GSP Systems.

DeSol Power Tile

On August 18, 2020 we entered into a non-binding Letter of Intent to acquire DeSol Power Tile, LLC for $900,000 in cash and shares of our common stock having a value of $100,000.

DeSol Power Tile is based in Atlanta, Georgia and has developed solar panels which act as the actual roof of a transaction, itbuilding.

For more information concerning DeSol Power Tile visit its website at https://www.desolpowertiles.com/.

The acquisition of DeSol Power Tile is likely that our present management will no longer be in controlsubject to a number of our company and our existing business will close down. In addition, it is likely that our officers and directors will, as part ofconditions, including the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors.

We anticipate that the selectionexecution of a business opportunity in which to participate will be complex and without certaintydefinitive agreement between the parties. As of success. Management believes that there are numerous firms in various industries seekingNovember 20, 2020 the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

We may seek a business opportunity with entities that have recently commenced operations, or entities that wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

At this stage, we can provide no assurance that we will be able to locate compatible business opportunities, what additional financing we will require to complete a combination or merger with another business opportunity or whether the opportunity's operations will be profitable.

If we are unable to secure adequate capital to continue our business or alternatively, complete a merger or acquisition, our shareholders will lose some or all of their investment and our business will likely fail.

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Other than as set out herein, we haveCompany had not entered into any formal written agreements for a business combination or opportunity. If any suchdefinitive agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission.acquire DeSol Power Tile LLC.

THERE CAN BE NO ASSURANCES THAT NEGOTIATIONS WITH ANY PROSPECTIVE BUSINESS, INCLUDING BUT NOT LIMITED TO THE ENTITIES DISCUSSED ABOVE, WILL RESULT IN A MERGER WITH OUR COMPANY OR THAT SUCH MERGER WILL RESULT IN PROFITABILITY.

Critical Accounting Policies

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii)(ii) the reported amount of net sales and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.

These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period.  Management evaluates these estimates and assumptions on a regular basis.  Actual results could differ from those estimates.

Results of Operations

We presently have no operations but our plan of operation is to identify and merge with a potential merger candidate/candidates to create new shareholder value and re-establish the Company going forward.

Results of Operations for the Three and Nine Months Ended September 30, 2017, Compared to Three and Nine Months Ended September 30, 2016.

General and administrative expenses totaled $14,779 for the three months ended September 30, 2017,2020, compared to $14,311 forthree months ended September 30, 2019.

During the three months ended September 30, 2016. General2020 general and administrative expenses totaled $49,806 forwas $212,689 compared to $70,502 in 2019. The $142,187 increase is due to the ninechange in our business plan which resulted in increased consulting, legal and advertising and promotions costs.  

During the three months ended September 30, 2017,2020 other expenses was $413,258 compared to $71,710 for$65,432 in 2019. The $347,826 increase in other expenses are the nine months ended September 30, 2016.  Operating expenses in 2017result of cost associated with our new note payable arrangements included amortization of discounts, derivative liability expense and 2016 include legal and accounting costs, depreciation, and management fees.  interest.

Net loss for the three months ended September 30, 20172020 and 2016,2019, was $8,783$625,947 and $14,697,$135,934, respectively.

Results of Operations for the nine months ended September 30, 2020, compared to nine months ended September 30, 2019.

During the nine months ended September 30, 2020 general and administrative expenses was $3,750,383 compared to $197,813 in 2019. The $3,552,570 increase is due to the change in our business plan which resulted in increased stock based compensation, consulting, legal and management fees as well as increased advertising and promotion costs.  

During the nine months ended September 30, 2020 other expenses was $634,228 compared to $83,401 in 2019. The $550,827 increase in other expenses is the result of costs associated with our new note payable arrangements included amortization of discounts, derivative liability expense and interest.

Net loss for the nine months ended September 30, 20172020 and 20162019, was $44,582$4,384,611 and $72,868,$281,214, respectively.

NetLiquidity and Capital Resources

Our sources and (uses) of cash used in operating activities for the nine months ended September 30, 2017 was $25,912 (2016 - $54,823).  Net cash flow from financing activities for the nine months ended September 30, 2017 was $33,500 (2016 - $61,000) due to loans from related2020 and unrelated parties.2019 were:

As a result of the above activities, we experienced a net increase in cash of $7,588 for the nine months ended September 30, 2017, compared to an increase of $6,177 or the nine months ended September 30, 2016. Cash at September 30, 2017 was $9,259 (December 31, 2016 - $1,671).

LIQUIDITY AND CAPITAL RESOURCES

We currently have a total accumulated deficit of $422,626 as of September 30, 2017, current assets of $10,829, and current liabilities of $402,055 as of September 30, 2017.

We do not presently generate any revenue from our abandoned business. In order to develop our business plan, we will require funds for working capital, mergers, and acquisitions.  We do not presently have any firm commitments for additional working capital and there are no assurances that such capital will be available to us when needed or

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upon terms and conditions which are acceptable to us. If we are able to secure additional working capital through the sale of equity securities, the ownership interests of our current stockholders will be diluted. If we raise additional working capital through the issuance of debt our future interest expense will increase.

Going Concern

The unaudited financial statements accompanying the report have been prepared on a going concern basis, which assumes that our company will be able to meet our obligations and continue our operations for our next fiscal year. Realization values may be substantially different from carrying values as shown and the financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should we be unable to continue as a going concern. At September 30, 2017,2020, we have had no revenue and have not yet achieved profitable operations have accumulated losses of $422,626 and expect to incur further losses in the development of our business, all of which raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that we will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.

There areis no assurancesassurance that we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be forced to scale down or perhaps even cease the operation of our business.business

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.

Additional Information

We file reports and other materials with the Securities and Exchange Commission.  These documents may be inspected and copied at the Securities and Exchange Commission, Judiciary Plaza, 100 F Street, N.E., Room 1580, and Washington, D.C. 20549.  You can obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.  You can also get copies of documents that the Company files with the Commission through the Commission’s Internet site atwww.sec.gov.  

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

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

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervisiondirection and with the participation of ourthe Company’s management, including the Company’s Chief Executive and Chief Financial Officer, and Principal Accounting Officer, wethe Company has conducted an evaluation of the effectiveness of the design and operation of ourits disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this quarterly report. Based on this evaluation, our Chief Executive Officer and Principal Accounting Officer concluded as of September 30, 2017, that our2020. The Company maintains disclosure controls and procedures were not effective such that theare designed to ensure that information required to be disclosed in ourits periodic reports with the Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SECthe SEC’s rules and forms,regulations, and (ii)that such information is accumulated and communicated to ourthe Company’s management, including our Chief Executive Officerits principal executive officer and Principal Accounting Officer,principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief

13

Executive Officer concluded, based on the evaluation of the effectiveness of theThe Company’s disclosure controls and procedures by our management,are designed to provide a reasonable level of assurance of reaching its desired disclosure control objectives. Based on the evaluation, the Chief Executive and Chief Financial Officer concluded that as of September 30, 2017, ourthe Company’s disclosure controls and procedures were not effective due to the material weaknesses describedas of September 30, 2020.

Changes in Management's Report on Internal Control over Financial Reporting as reported in our Form 10-K for the year ended December 31, 2016, including material weaknesses of:  (i) lack of segregation of incompatible duties; and (ii) insufficient Board of Directors representation.

Changes in Internal Controls over Financial Reporting

There have beenwas no changeschange in ourthe Company’s internal controlscontrol over financial reporting (as defined in Rule 13a-15(f) and 15d-(f) of the Exchange Act) that occurred during the our last fiscal quarter to which this report relatesthree months ended September 30, 2020 that havehas materially affected, or areis reasonably likely to materially affect, ourthe Company’s internal control over financial reporting.

PART II —

OTHER INFORMATION

Item 1.

Legal Proceedings

We are subject from time to time to litigation, claims and suits arising in the ordinary course of business. As of September 30, 2017, we were not a party to any material litigation, claim or suit whose outcome could have a material effect on our unaudited financial statements.

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

None.

6. Other InformationExhibits 

None

Item 6.

Exhibits

(a)

Exhibit(s)

SIGNATURES

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

DATED:   November 3, 201720, 2020FOURTH WAVE ENERGY, INC.

By: /s/ J. Jacob Isaacs

J. Jacob Isaacs, Principal Executive, Financial and Accounting Officer

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