Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
May 31, 2016 | Jul. 11, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | FairWind Energy Inc. | |
Entity Central Index Key | 1,603,345 | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-31 | |
Is Entity a Well-known Seasoned Issuer | No | |
Is Entity a Voluntary Filer | No | |
Is Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 6,017,406 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
Balance Sheets
Balance Sheets - USD ($) | May 31, 2016 | Aug. 31, 2015 |
Current Assets | ||
Cash | $ 1,294 | $ 13,195 |
Total current assets | 1,294 | 13,195 |
Computer Equipment | ||
Computer equipment | 1,328 | 1,328 |
Total property and equipment | 1,328 | 1,328 |
Accumulated depreciation | (594) | (396) |
Computer equipment, net | 734 | 932 |
Patent | ||
Patent | 3,814 | |
Accumulated depreciation | (420) | |
Patent, net | 3,394 | |
Total assets | 2,028 | 17,521 |
Current Liabilities | ||
Accrued expenses | 5,052 | |
Payroll liabilities | 702 | 2,318 |
Sales tax payable | 180 | |
Total current liabilities | 882 | 7,370 |
Stockholders' Equity | ||
Preferred stock par value $0.001: 25,000,000 shares authorized; 0 issued or outstanding | ||
Common stock par value $0.001: 50,000,000 shares authorized; 6,017,406 and 5,992,406 shares issued and outstanding | 6,017 | 5,992 |
Additional paid-in capital | 606,814 | 436,409 |
Accumulated deficit | (611,685) | (432,250) |
Total stockholders' equity | 1,146 | 10,151 |
Total liabilities and stockholders' equity | $ 2,028 | $ 17,521 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | May 31, 2016 | Aug. 31, 2015 |
Balance Sheets Parenthetical | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 25,000,000 | 25,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 50,000,000 | 50,000,000 |
Common stock, issued | 6,017,406 | 5,992,406 |
Common stock, outstanding | 6,017,406 | 5,992,406 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2016 | May 31, 2015 | |
Statements Of Operations | ||||
Revenue | $ 12,250 | $ 11,125 | $ 42,250 | $ 11,125 |
Costs of Goods Sold | 1,357 | 679 | 1,357 | 679 |
Gross Margin | 10,893 | 10,446 | 40,893 | 10,446 |
Operating Expenses | ||||
Professional fees | 120,315 | 6,586 | 132,939 | 22,245 |
Research and development | 1,694 | 100 | 3,692 | 22,817 |
Salary, wages - officers | 48,564 | 9,211 | 57,681 | 85,020 |
General and administrative expenses | 16,545 | 9,813 | 22,811 | 30,431 |
Total operating expenses | 187,118 | 25,710 | 217,123 | 160,513 |
Loss from Operations | (176,225) | (15,264) | (176,230) | (150,067) |
Other (Income) Expense | ||||
Loss on sale of interest in joint venture | 3,205 | 3,205 | ||
Other (income) expense, net | 3,205 | 3,205 | ||
Income (Loss) before Income Tax Provision | (179,430) | (15,264) | (179,435) | (150,067) |
Income Tax Provision | ||||
Net Income (Loss) | $ (179,430) | $ (15,264) | $ (179,435) | $ (150,067) |
Earnings per share - Basic | $ (0.03) | $ 0 | $ (0.03) | $ (0.03) |
Earnings per share - Diluted | $ (0.03) | $ 0 | $ (0.03) | $ (0.03) |
Weighted average common shares outstanding - Basic | 6,013,835 | 5,984,112 | 5,999,549 | 5,948,421 |
Weighted average common shares outstanding - Diluted | 6,035,263 | 5,984,112 | 6,006,692 | 5,948,421 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Cash Flows from Operating Activities | ||
Net loss | $ (179,435) | $ (150,067) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 198 | 198 |
Amortization expense | 189 | 189 |
Loss on sale of interest in joint venture | 3,205 | |
Common shares issued for compensation and services | 170,430 | |
Changes in operating assets and liabilities: | ||
Accounts payable | ||
Accrued expenses | (5,052) | (5,741) |
Accrued payroll - officer | (9,053) | |
Advances from customers | ||
Payroll liabilities | (1,616) | (2,891) |
Direct Deposit Liabilities | ||
Sales tax payable | 180 | 90 |
Net Cash Used in Operating Activities | (11,901) | (167,275) |
Net Cash Used in Investing Activities | ||
Cash Flows from Financing Activities | ||
Proceeds from sale of common shares | 65,300 | |
Net Cash Provided by Financing Activities | 65,300 | |
Net Change in Cash | (11,901) | (101,975) |
Cash - beginning of reporting period | 13,195 | 134,815 |
Cash - end of reporting period | 1,294 | 32,840 |
Supplemental disclosure of cash flow information: | ||
Interest paid | ||
Income tax paid |
Organization and Operations
Organization and Operations | 9 Months Ended |
May 31, 2016 | |
Notes to Financial Statements | |
Note 1 - Organization and Operations | FairWind Energy, Inc. FairWind Energy, Inc. (the "Company") was incorporated on April 18, 2013 under the laws of the State of Nevada. The Company engages in composite design, engineering and manufacturing to be used in solar/wind hybrid power systems, oil and gas industry pumping and civil engineering and infrastructure products. |
Significant and Critical Accoun
Significant and Critical Accounting Policies and Practices | 9 Months Ended |
May 31, 2016 | |
Notes to Financial Statements | |
Note 2 - Significant and Critical Accounting Policies and Practices | The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company's financial condition and results and require management's most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company's significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles. Basis of Presentation The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for the interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission ("SEC") to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements of the Company for the reporting period ended August 31, 2015 and notes thereto contained in the Company's Annual Report on Form 10-K. |
Going Concern
Going Concern | 9 Months Ended |
May 31, 2016 | |
Notes to Financial Statements | |
Note 3 - Going Concern | The Company has elected to adopt early application of Accounting Standards Update No. 2014-15, Presentation of Financial StatementsGoing Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern (ASU 2014-15) The Companys financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the financial statements, the Company had an accumulated deficit at May 31, 2016, a net loss and net cash used in operating activities for the nine months then ended. These factors raise substantial doubt about the Companys ability to continue as a going concern. The Company is attempting to commence operations and generate sufficient revenue; however, the Companys cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
May 31, 2016 | |
Notes to Financial Statements | |
Note 4 - Related Party Transactions | Related Parties Related parties with whom the Company had transactions are: Related Parties Relationship Michael Winterhalter Chairman, CEO, significant stockholder and director Free Office Space The Company has been provided office space by its Chief Executive Officer at no cost. Management determined that such cost is nominal and did not recognize the rent expense in its financial statement. |
Equity
Equity | 9 Months Ended |
May 31, 2016 | |
Notes to Financial Statements | |
Note 5 - Equity | Stock Options Plan In February 2016, the Board of Directors approved the 2016 Stock Options Plan ("Plan") that provides for the granting of stock options to certain key employees. The Plan reserves 2,000,000 shares of common stock for this purpose. There is no provision for shares to be specifically granted to the CEO under his employment arrangement, either in the stock option plan or the employment agreement. Options under the Plan are to be granted at no less than fair market value of the shares at the date of grant. As of May 31, 2016 no options under this plan have been granted. Consulting Agreement On March 14, 2016, the Company entered into a consulting agreement with Steve Moore for consulting services related to develop business & advise management of technology, products and services used in the oil and gas exploration and production. This agreement combines commissions payable on gross profit, as well as a warrant of company stock. The cost of these benefits is estimated at $250,000 over 2 years. As of May 31, 2016, 125,000 warrants of company stock are outstanding under this agreement. Costs associated with the warrant issuances are included in "Professional fees" in the accompanying statement of operations in the amount of $114,180. The fair market value of stock warrants are determined using the Black-Scholes valuation model, and the company uses the following methods to determine its underlying assumptions: expected volatilities are based on the historical volatilities; the expected term of warrants granted are based on the original contractual term; and the risk-free interest rate is based on the U.S. Treasury implied yield on zero-coupon issues (with a remaining term equal to the expected term of the warrant). As of May 31, 2016, total unrecognized stock warrant cost related to unvested stock warrant awards remaining outstanding was $116,949 and is expected to vest through June 2017. Stock Issuance On March 14, 2016, the Company approved the grant of 20,000 shares of its common stock to directors of the Company as a stock bonus. Costs associated with the grant of these shares are included in "Salary and wages officers" in the accompanying statement of operations in the amount of $45,000 as determined by the fair value of the common stock at date of grant. On March 14, 2016, the Company approved the grant of 5,000 shares of its common stock as payment for website design services. Costs associated with the grant of these shares are included in "General and administrative expenses" in the accompanying statement of operations in the amount of $11,250 as determined by the fair value of the common stock at date of grant. |
Significant and Critical Acco11
Significant and Critical Accounting Policies and Practices (Policies) | 9 Months Ended |
May 31, 2016 | |
Significant And Critical Accounting Policies And Practices Policies | |
Basis of Presentation | The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for the interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission ("SEC") to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements of the Company for the reporting period ended August 31, 2015 and notes thereto contained in the Company's Annual Report on Form 10-K. |
Equity (Details Narrative)
Equity (Details Narrative) | May 31, 2016USD ($)shares |
Accumulated Deficit | |
Warrant outstanding | shares | 125,000 |
Consulting Agreement [Member] | |
Warrant cost related to unvested stock | $ | $ 116,949 |