Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Nov. 30, 2018 | Jan. 14, 2019 | |
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 | Nov. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-31 | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Is Entity's Reporting Status Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 20,570,406 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,019 |
Balance Sheets
Balance Sheets - USD ($) | Nov. 30, 2018 | Aug. 31, 2018 |
Current Assets | ||
Cash | $ 2,976 | $ 2,125 |
Total current assets | 2,976 | 2,125 |
Computer Equipment | ||
Computer equipment | 1,328 | 1,328 |
Accumulated depreciation | (1,254) | (1,188) |
Computer equipment, net | 74 | 140 |
Total assets | 3,050 | 2,265 |
Current Liabilities | ||
Accounts payable - related party | 11,991 | 7,711 |
Accrued expenses | 2,788 | 1,940 |
Total current liabilities | 14,779 | 9,651 |
Long Term Liabilities | ||
Convertible note payable, net of unamortized discount | 21,728 | 20,747 |
Convertible note payable, related-party, net of unamortized discount | 45,000 | 25,000 |
Total long term liabilities | 66,728 | 45,747 |
Total liabilities | 81,507 | 55,398 |
Commitments and Contingencies | ||
Stockholders' Deficit | ||
Preferred stock par value $0.001: 25,000,000 shares authorized; 0 shares issued or outstanding | ||
Common stock par value $0.001: 50,000,000 shares authorized; 20,570,406 shares issued and outstanding as of November 30, 2018 and August 31, 2018 | 20,570 | 20,570 |
Additional paid-in capital | 43,844,238 | 43,824,238 |
Accumulated deficit | (43,943,265) | (43,897,941) |
Total stockholders' deficit | (78,457) | (53,133) |
Total liabilities and stockholders' deficit | $ 3,050 | $ 2,265 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Nov. 30, 2018 | Aug. 31, 2018 |
Stockholders' Deficit | ||
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 | 20,570,406 | 20,570,406 |
Common stock, outstanding | 20,570,406 | 20,570,406 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | |
Operating Expenses | ||
Professional fees | $ 22,661 | $ 5,565 |
Salary and wages - officers | 20,000 | 20,000 |
General and administrative expenses | 335 | 116 |
Total operating expenses | 42,996 | 25,681 |
Loss from Operations | (42,996) | (25,681) |
Other Expense | ||
Interest expense, net | 2,328 | 7,061 |
Other expense, net | 2,328 | 7,061 |
Net Loss | $ (45,324) | $ (32,742) |
Loss per share | ||
Basic and Diluted | $ 0 | $ (0.01) |
Weighted average common shares outstanding | ||
Basic and Diluted | 11,041,181 | 6,017,406 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock par value $0.001 | Additional Paid-In Capital | Accumulated Deficit | Total |
Begnning Balance, Shares at Aug. 31, 2017 | 6,017,406 | |||
Begnning Balance, Amount at Aug. 31, 2017 | $ 6,017 | $ 1,037,890 | $ (1,108,988) | $ (65,081) |
Conversion of debt, Shares | 14,553,000 | |||
Conversion of debt, Amount | $ 14,553 | 76,595 | 91,148 | |
Contribution to capital | 80,000 | 80,000 | ||
Loss on extinguishment of debt | 42,629,753 | 42,629,753 | ||
Net Loss | (42,788,953) | (42,788,953) | ||
Ending Balance, Shares at Aug. 31, 2018 | 20,570,406 | |||
Ending Balance, Amount at Aug. 31, 2018 | $ 20,570 | 43,824,238 | (43,897,941) | (53,133) |
Contribution to capital | 20,000 | 20,000 | ||
Net Loss | (45,324) | (45,324) | ||
Ending Balance, Shares at Nov. 30, 2018 | 20,570,406 | |||
Ending Balance, Amount at Nov. 30, 2018 | $ 20,570 | $ 43,844,238 | $ (43,943,265) | $ (78,457) |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2018 | Nov. 30, 2017 | Aug. 31, 2018 | |
Cash Flows from Operating Activities | |||
Net loss | $ (45,324) | $ (32,742) | $ (42,788,953) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation expense | 66 | 66 | |
Amortization of discount on derivative liabilities | 981 | 5,215 | |
Changes in operating assets and liabilities: | |||
Accounts payable and accounts payable - related party | 4,280 | 65 | |
Accrued expenses | 848 | 235 | |
Net Cash Used in Operating Activities | (39,149) | (27,161) | |
Cash Flows from Financing Activities | |||
Proceeds from convertible notes payable, related parties | 20,000 | 10,000 | |
Proceeds from contribution to capital | 20,000 | 20,000 | |
Net Cash Provided by Financing Activities | 40,000 | 30,000 | |
Net Change in Cash | 851 | 2,839 | |
Cash - beginning of reporting period | 2,125 | 3,688 | 3,688 |
Cash - end of reporting period | 2,976 | 6,527 | $ 2,125 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 500 | 1,611 | |
Non Cash Financing and Investing Activities | |||
Capital contribution related to salaries waived | $ 20,000 | $ 20,000 |
Organization and Operations
Organization and Operations | 3 Months Ended |
Nov. 30, 2018 | |
Notes to Financial Statements | |
Note 1 - Organization and Operations | FairWind Energy, Inc. FairWind Energy, Inc. (the "Company", “Fairwind Energy”) 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 | 3 Months Ended |
Nov. 30, 2018 | |
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 financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), 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 periods 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, 2018 and notes thereto contained in the Company’s Annual Report on Form 10-K. Deferred Tax Assets and Income Tax Provision The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. |
Going Concern
Going Concern | 3 Months Ended |
Nov. 30, 2018 | |
Notes to Financial Statements | |
Note 3 - Going Concern | The Company's 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 November 30, 2018, a net loss, and net cash used in operating activities for the three months then ended. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company is attempting to commence operations and generate sufficient revenue; however, the Company's 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 | 3 Months Ended |
Nov. 30, 2018 | |
Notes to Financial Statements | |
Note 4 - Related Party Transactions | Free Office Space The Company has been provided office space by Michael Winterhalter, Chief Executive Officer, at no cost. Management determined that such cost is nominal and did not recognize the rent expense in its financial statement. Convertible Note Payable The company issued a convertible promissory note on September 12, 2018 for $20,000 to Michael Winterhalter. The note matures on its third anniversary with interest payable at 8% per annum. The outstanding note and accrued interest convert at the option of the holder or the Company at the volume weighted average price of the common stock for the preceding 10 days, with a conversion floor of $0.10 on the 10-day Volume Weighted Average Price (“VWAP”). The Company evaluated the conversion option of the convertible promissory note for embedded derivatives and beneficial conversion features determining the conversion option to contain neither. |
Equity
Equity | 3 Months Ended |
Nov. 30, 2018 | |
Notes to Financial Statements | |
Note 5 - Equity | Waived Compensation The Company and Michael Winterhalter collectively waived payment in the amount of $15,000 for the three months ended November 30, 2018. Waived compensation expense is included in payroll expense in the accompanying Statements of Operations and additional paid in capital in the accompanying Balance Sheets. The Company and Eric Krogius collectively waived payment in the amount of $5,000 for the three months ended November 30, 2018. Waived compensation expense is included in payroll expense in the accompanying Statements of Operations and additional paid in capital in the accompanying Balance Sheets. |
Convertible Note Payable
Convertible Note Payable | 3 Months Ended |
Nov. 30, 2018 | |
Notes to Financial Statements | |
Note 6 - Convertible Note Payable | The Company issued a convertible promissory note on October 1, 2016 to Julie Cameron Down Revocable Trust in the amount of $25,000. The interest rate is 8% and the maturity date is September 30, 2019 in which all outstanding principal together with interest on this note shall be due. The outstanding note and accrued interest convert at the option of the holder or the Company at the volume weighted average price of the common stock for the preceding 10 days (10-day VWAP). On March 1, 2017 this note was amended to introduce a conversion floor of $0.10 on the 10-day VWAP. This amendment extinguished the conditions that generated derivative liabilities related to this note. Notes Payable consist of the following as of November 30, 2018: Julie Cameron Down Revocable Trust $ 25,000 Related Party Notes: Mike Winterhalter 25,000 Mike Winterhalter 20,000 Less current maturities (25,000 ) Long-term maturities 45,000 Unamortized Discount (3,271 ) $ 41,729 Maturities of notes payable for each of the fiscal years subsequent to November 30, 2018 are as follows: 2019 $ - 2020 25,000 2021 25,000 2022 20,000 2023 - Thereafter - $ 70,000 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Nov. 30, 2018 | |
Notes to Financial Statements | |
Note 7 - Subsequent Events | The Company issued a convertible promissory note on December 1, 2018 for $20,000 to Michael Winterhalter. The note matures on its third anniversary with interest payable at 8% per annum. The outstanding note and accrued interest convert at the option of the holder or the Company at the volume weighted average price of the common stock for the preceding 10 days, with a conversion floor of $0.10 on the 10-day Volume Weighted Average Price (“VWAP”). The Company evaluated the conversion option of the convertible promissory note for embedded derivatives and beneficial conversion features determining the conversion option to contain neither. The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. |
Significant and Critical Acco_2
Significant and Critical Accounting Policies and Practices (Policies) | 3 Months Ended |
Nov. 30, 2018 | |
Significant And Critical Accounting Policies And Practices Policies | |
Basis of Presentation | The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), 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 periods 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, 2018 and notes thereto contained in the Company’s Annual Report on Form 10-K. |
Deferred Tax Assets and Income Tax Provision | The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 3 Months Ended |
Nov. 30, 2018 | |
Convertible Note Payable | |
Notes Payable | Julie Cameron Down Revocable Trust $ 25,000 Related Party Notes: Mike Winterhalter 25,000 Mike Winterhalter 20,000 Less current maturities (25,000 ) Long-term maturities 45,000 Unamortized Discount (3,271 ) $ 41,729 |
Subsequent of notes payable | 2019 $ - 2020 25,000 2021 25,000 2022 20,000 2023 - Thereafter - $ 70,000 |
Organization and Operations (De
Organization and Operations (Details Narrative) | 3 Months Ended |
Nov. 30, 2018 | |
Organization And Operations | |
State of incorporation | State of Nevada |
Date of incorporation | Apr. 18, 2013 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - Michael A. Winterhalter [Member] | Sep. 12, 2018USD ($) |
Convertible promissory note | $ 20,000 |
Interest rate | 8.00% |
Debt Conversion, description | <font style="font: 10pt Times New Roman, Times, Serif">The option of the holder or the Company at the volume weighted average price of the common stock for the preceding 10 days, with a conversion floor of $0.10 on the 10-day Volume Weighted Average Price (“VWAP”).</font></p>" id="sjs-B4"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">The option of the holder or the Company at the volume weighted average price of the common stock for the preceding 10 days, with a conversion floor of $0.10 on the 10-day Volume Weighted Average Price (“VWAP”).</font></p> |
Equity (Details Narrative)
Equity (Details Narrative) | 3 Months Ended |
Nov. 30, 2018USD ($) | |
Michael A. Winterhalter [Member] | |
Waived payment | $ 15,000 |
Eric Krogius [Member] | |
Waived payment | $ 5,000 |
Convertible Note Payable (Detai
Convertible Note Payable (Details) | Nov. 30, 2018USD ($) |
Less current maturities | $ (25,000) |
Long-term maturities | 45,000 |
Unamortized Discount | (3,271) |
Notes Payable | 41,729 |
Julie Cameron Down Revocable Trust [Member] | |
Notes Payable | 25,000 |
Mike Winterhalter [Member] | |
Notes Payable | 25,000 |
Mike Winterhalter One [Member] | |
Notes Payable | $ 20,000 |
Convertible Note Payable (Det_2
Convertible Note Payable (Details 1) | Nov. 30, 2018USD ($) |
Convertible Note Payable Details 1Abstract | |
2,019 | |
2,020 | 25,000 |
2,021 | 25,000 |
2,022 | 20,000 |
2,023 | |
Thereafter | |
Notes Payable | $ 70,000 |
Convertible Note Payable (Det_3
Convertible Note Payable (Details Narrative) - Julie Cameron Down [Member] | Oct. 01, 2016USD ($)$ / shares |
Convertible promissory note | $ | $ 25,000 |
Interest rate | 8.00% |
Debt instrument maturity date | Sep. 30, 2019 |
Conversion price | $ / shares | $ 0.10 |
Subsequent Events (Details Narr
Subsequent Events (Details Narravite) - Subsequent Event [Member] - Michael A. Winterhalter [Member] - December 1, 2018 [Member] | 3 Months Ended |
Nov. 30, 2018USD ($) | |
Convertible promissory note | $ 20,000 |
Interest rate | 8.00% |
Debt conversion, description | <font style="font: 10pt Times New Roman, Times, Serif">the option of the holder or the Company at the volume weighted average price of the common stock for the preceding 10 days, with a conversion floor of $0.10 on the 10-day Volume Weighted Average Price (“VWAP”).</font></p>" id="sjs-B5"><p style="margin: 0; text-align: justify"><font style="font: 10pt Times New Roman, Times, Serif">the option of the holder or the Company at the volume weighted average price of the common stock for the preceding 10 days, with a conversion floor of $0.10 on the 10-day Volume Weighted Average Price (“VWAP”).</font></p> |