Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 10, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | Fourth Wave Energy, Inc. | ||
Entity Central Index Key | 0001652958 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 19,875,000 | ||
Entity Common Stock, Shares Outstanding | 35,488,163 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | NV | ||
Entity File Number | 333-207047 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 1,691 | $ 1,285 |
Prepaid assets | 24,018 | 5,700 |
Total currents assets | 25,709 | 6,985 |
Total assets | 25,709 | 6,985 |
Current liabilities: | ||
Accounts payable | 128,519 | 15,028 |
Accounts payable - related party | 104,623 | 164,841 |
Notes payable | 323,900 | 244,000 |
Notes payable - related party | 9,000 | 6,000 |
Convertible notes, net of unamortized discount of $83,441 and $0, respectively | 116,559 | |
Derivative liability | 185,295 | |
Total current liabilities | 867,896 | 429,869 |
Total liabilities | 867,896 | 429,869 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.001 par value, 500,000,000 shares authorized, none issued and outstanding | ||
Common stock, $0.001 par value, 200,000,000 shares authorized, 29,288,163 and 29,051,800 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 29,288 | 29,052 |
Additional paid in capital | 348,680 | 189,048 |
Accumulated deficit | (1,220,155) | (640,984) |
Total stockholders' deficit | (842,187) | (422,884) |
Total liabilities and stockholders' deficit | $ 25,709 | $ 6,985 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Convertible notes, unamortized discount | $ 83,441 | $ 0 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares Issued | 29,288,163 | 29,051,800 |
Common Stock, Shares Outstanding | 29,288,163 | 29,051,800 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating expenses: | ||
Depreciation | $ 1,184 | |
General and administration | 416,174 | 197,717 |
Total operating expenses | (416,174) | (198,901) |
Amortization of debt discount | (100,174) | |
Interest expense | (6,183) | |
Change in fair value of derivative liability | (56,640) | |
Total other expense | (162,997) | |
Net loss | $ (579,171) | $ (198,901) |
Net loss per share: | ||
Basic and diluted | $ (0.02) | $ (0.01) |
Weighted average shares outstanding: | ||
Basic and diluted | 29,091,310 | 29,051,800 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance at Dec. 31, 2017 | $ 28,305 | $ 3,095 | $ (442,083) | $ (410,683) |
Beginning Balance, Shares at Dec. 31, 2017 | 28,305,000 | |||
Sale of common stock | $ 747 | 185,953 | 186,700 | |
Sale of common stock, in shares | 746,800 | |||
Net Loss | (198,901) | (198,901) | ||
Ending Balance at Dec. 31, 2018 | $ 29,052 | 189,048 | (640,984) | (422,884) |
Ending Balance, Shares at Dec. 31, 2018 | 29,051,800 | |||
Common shares issued with convertible note | $ 50 | 19,910 | 19,960 | |
Common shares issued with convertible note, in shares | 50,000 | |||
Common stock issued for services | $ 186 | 139,722 | $ 139,908 | |
Common stock issued for services, in shares | 186,363 | |||
Sale of common stock, in shares | 50,000 | |||
Net Loss | (579,171) | $ (579,171) | ||
Ending Balance at Dec. 31, 2019 | $ 29,288 | $ 348,680 | $ (1,220,155) | $ (842,187) |
Ending Balance, Shares at Dec. 31, 2019 | 29,288,163 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (579,171) | $ (198,901) |
Adjustment to reconcile net loss to cash used in operating activities: | ||
Stock based compensation | 139,908 | |
Depreciation expense | 1,184 | |
Amortization of debt discount | 100,174 | |
Loss on change in fair value of derivative liability | (56,640) | |
Net change in: | ||
Prepaid assets | (18,318) | (5,700) |
Accounts payable | 16,991 | 10,149 |
Accounts payable - related party | 36,282 | 20,341 |
CASH FLOWS USED IN OPERATING ACTIVITIES | (247,494) | (172,927) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Sale of common stock | 186,700 | |
Proceeds from convertible notes | 165,000 | |
Proceeds from notes payable, related party | 3,000 | 20,012 |
Payments from notes payable, related party | (52,500) | |
Proceeds from notes payable, unrelated party | 79,900 | 20,000 |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 247,900 | 174,212 |
NET CHANGE IN CASH | 406 | 1,285 |
Cash, beginning of period | 1,285 | |
Cash, end of period | 1,691 | 1,285 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid on interest expenses | ||
Cash paid for income taxes | ||
NON-CASH TRANSACTIONS | ||
Common stock issued with convertible notes | 19,960 | |
Debt discount created by derivative liability | $ 128,655 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1. Basis of Presentation General Fourth Wave Energy, Inc. (formerly Pierre Corp.) (the “Company”) was incorporated in Nevada on January 21, 2011. Since its incorporation, the Company has attempted to become involved in a number of business ventures, all of which were unsuccessful and which it has abandoned. 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. On March 20, 2020, shareholders owning a majority of the Company’s outstanding shares of common stock amended the Company’s Articles of Incorporation to change the name of the Company from Pierre Corp. to Fourth Wave Energy, Inc. Fourth Wave has designed an energy system which is based on combining solar power and other energy efficient technologies into one fully integrated system. The Fourth Wave energy system is designed to significantly reduce energy consumption and associated carbon emissions in residences and commercial buildings. Fourth Wave plans to build five pilot projects as showcases for its technology. Prior to the change of business strategy to Fourth Wave the Company decided to become involved in the marijuana industry. The Company planned to own and operate medical and adult marijuana cultivation facilities, manufacturing facilities and dispensaries in California. On October 15, 2018 a shareholder owning a majority of the Company’s outstanding shares of common stock amended the Company’s Articles of Incorporation to: • change the name of the Company from Wadena Corp. to Pierre Corp. • reverse split the Company’s outstanding shares of common stock on a 5-for-1 basis. All per share disclosures retroactively reflect post-split shares. The Company’s activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the Company’s business plan. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies The financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below: Use of Estimates In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original purchase maturity of three months or less to be cash equivalents. Property and Equipment Property and equipment is carried at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the useful lives as follows: Furniture and fixtures 7 years Equipment 5 years Fair Value of Financial Instruments The carrying value of short-term instruments, including cash, accounts payable and accrued expenses, and short-term notes approximate fair value due to the relatively short period to maturity for these instruments. The long-term debt approximate fair value since the related rates of interest approximate current market rates. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3: inputs to the valuation methodology are unobservable and significant to the fair value Fair Value Measurements The Company’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy. The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of December 31, 2019 and December 31, 2018: Fair value measured at December 31, 2019 Total carrying value at December 31, 2019 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant Unobservable inputs (Level 3) Liabilities: Derivative liabilities $ 185,295 $ - $ - $ 185,295 Fair value measured at December 31, 2018 Total carrying value at December 31, 2018 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant Unobservable inputs (Level 3) Liabilities: Derivative liabilities $ - $ - $ - $ - There were no transfers between Level 1, 2 or 3 during the periods. Fair value as of December 31, 2018 $ - Fair value on the date of issuance recorded as a debt discount 128,655 Fair value on the date of issuance recorded as a loss on derivatives 56,280 Gain on change in fair value of derivatives 360 Fair value as of December 31, 2019 $ 185,295 Beneficial Conversion Features If the conversion feature of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 47020 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method. Convertible debt The Company records a beneficial conversion feature related to the issuance of convertible debts that have conversion features at fixed or adjustable rates. The beneficial conversion feature for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The beneficial conversion feature will be accreted by recording additional noncash interest expense over the expected life of the convertible notes. Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. The Company applies the guidance in ASC 815-40-35-12 to determine the order in which each convertible instrument would be evaluated for derivative classification. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. Income Taxes The Company uses the assets and liability method of accounting for income taxes. Under the assets and liability method deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements 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. Basic and Diluted Loss Per Share Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. As of December 31, 2019, the Company’s potentially dilutive shares, which were not included in the calculation of net loss per share, included notes convertible to 506,237 common shares. As of December 31, 2018, Company had no potentially dilutive shares or options. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02). Under ASU No. 2016-2, an entity is required to recognize right-of-use assets and lease liabilities (“ROU”) on its balance sheet and disclose key information about leasing arrangements. ASU No. 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, The Company adopted this standard on January 1, 2019 using the modified retrospective method. The new standard provides a number of optional practical expedients in transition. The Company elected the ‘package of practical expedients’, which permitted the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs; and all of the new standard’s available transition practical expedients. The new standard also provides practical expedients for a company’s ongoing accounting. The Company elected the short-term lease recognition exemption for its leases. For those leases with a lease term of 12 months or less, the Company will not recognize ROU assets or lease liabilities. The Company also made an accounting policy election to combine lease and non-lease components of operating leases for all asset classes. The adoption of this new standard did not impact the Company. In June 2018, the FASB issued ASU No. 2018-07, Compensation Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting, which aligns the accounting for share-based payment awards issued to employees and nonemployees. Under ASU No. 2018-07, the existing employee guidance will apply to nonemployee share-based transactions (as long as the transaction is not effectively a form of financing), with the exception of specific guidance related to the attribution of compensation cost. The cost of nonemployee awards will continue to be recorded as if the grantor had paid cash for the goods or services. In addition, the contractual term will be able to be used in lieu of an expected term in the option-pricing model for nonemployee awards. The Company adopted the provisions of the guidance on January 1, 2019 with no material impact on the Company’s consolidated financial statements and disclosures. The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Going Concern | Note 3. Going Concern These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2019, the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4. Related Party Transactions The related party advances are due to the former director and President of the Company for funds advanced. The advances are unsecured, non-interest bearing and have no specific terms for repayment. As of September 30, 2019, the advances totaled $6,000. Effective March 1, 2012, the Company agreed to pay the President of the Company $4,000 per month for management services if funds are available or to accrue such amount if funds are not available. Effective July 1, 2016, the Company agreed to pay the President of the Company $2,000 per month for management services if funds are available or to accrue such amount if funds are not available. Effective October 1, 2018, the Company agreed to pay the President of the Company $6,000 per month for management services if funds are available or to accrue such amount if funds are not available. Effective April 30, 2019, the Company agreed to pay the President of the Company $11,500 per month for management services if funds are available or to accrue such amount if funds are not available. The agreement is verbal and can be cancelled at any time. Accounts payable – related party are the fees earned but not yet paid of $189,877 and $164,841 at September 30, 2019 and December 31, 2018, respectively. Fees earned during the period are as follows: Nine months ended September 30, 2019 Nine months ended September 30, 2018 Management fees $ 87,000 $ 18,000 Robert Sawatsky, who was previously the President and CEO of the Company provided consulting services to the Company related to public company reporting with no expected compensation for the period ending June 30, 2019. During the nine months ended September 30, 2019 Mr. Sawatsky advanced $3,000 to the Company. The advance is unsecured, non-interest bearing and has no specific terms for repayment. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 5. Notes Payable During the year ended December 31, 2018, the Company received a loan for $20,000 from an individual. The loan is in addition to the loans previously entered into by the Company, is unsecured, non-interest bearing, has no specific terms for repayment and payable on demand. As of December 31, 2018, the loans totaled $244,000. During the year ended December 31, 2019, the Company received advances of $79,900. The advances are unsecured, non-interest bearing, have no specific terms for repayment and payable on demand. As of December 31, 2019, the advances totaled $323,900 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Convertible Notes Payable | Note 6. Convertible Notes Payable and Derivative Liability On April 25, 2019, the Company borrowed $30,000 from an unrelated third party. The unsecured loan had an original issuance discount of $2,500 plus an additional $2,500 to pay for transaction fees of the lender, which will be amortized over the life of the note . The loan bears interest at a rate of 9% and is due and payable on October 25, 2019 and is currently past due. If a default notice is received the interest rate will be 18%. The Company may prepay the loan by paying the lender the outstanding loan principal and accrued interest plus premiums ranging from 5% to 25% and accrued interest. The unpaid principal is convertible into shares of the Company’s common stock at the conversion price. The conversion price is 50% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days immediately prior to the date of conversion. Due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability. The day one derivative liability was $28,112 which was recorded as a discount on the note payable and a day one loss on the derivative liability of $9,362. In addition, the note holder was issued 25,000 shares of common stock with a relative fair value of $6,250 which was recorded as a debt discount and will be amortized over the life of the note. As of December 31, 2019, the balance on the loan, net of unamortized discount of $0, is $30,000. On June 4, 2019, the Company borrowed $55,000 from an unrelated third party. The unsecured loan had an original issuance discount of $5,000 which will be amortized over the life of the note. The loan bears interest at a rate of 10% and is due and payable on March 4, 2020. At any time on or before December 1, 2019 the Company may prepay the loan by paying the lender the outstanding loan principal and accrued interest plus premiums ranging from 20% to 40%. After December 1, 2019, the Company may not repay the loan without the consent of the lender. At any time after December 1, 2019, the unpaid principal is convertible into shares of the Company’s common stock at the conversion price. The conversion price is 65% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days immediately prior to the date of conversion. Due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability. The day one derivative liability was $33,615 which was recorded as a discount on the note payable. As of December 31, 2019, the balance on the loan, net of unamortized discount of $9,019, is $45,981. On September 9, 2019, the Company borrowed $30,000 from an unrelated third party. The unsecured loan had an original issuance discount of $2,500 plus an additional $2,500 to pay for transaction fees of the lender, which will be amortized over the life of the note. The loan bears interest at a rate of 9% and is due and payable on March 9, 2020. The Company may prepay the loan by paying the lender the outstanding loan principal and accrued interest plus premiums ranging from 5% to 25% and accrued interest. The unpaid principal is convertible into shares of the Company’s common stock at the conversion price. The conversion price is 50% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days immediately prior to the date of conversion. Due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability. The day one derivative liability was $31,581, of which $20,291 was recorded as a day one loss on the derivative liability and an additional $11,290 was recorded as a discount on the notes payable. In addition, the note holder was issued 25,000 shares of common stock with a relative fair value of $13,710 which was recorded as a debt discount and will be amortized over the life of the note. As of December 31, 2019, the balance on the loan, net of unamortized discount of $11,373, is $18,627. On November 14, 2019, the Company borrowed $85,000 from an unrelated third party. The unsecured loan had an original issuance discount of $20,000, which will be amortized over the life of the note. The loan bears interest at a rate of 9% and is due and payable on May 14, 2020. The Company may prepay the loan by paying the lender the outstanding loan principal and accrued interest plus premiums ranging from 5% to 25% and accrued interest. The unpaid principal is convertible into shares of the Company’s common stock at the conversion price. The conversion price is 50% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days immediately prior to the date of conversion. Due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability. The day one derivative liability was $89,071, of which $24,071 was recorded as a day one loss on the derivative liability and an additional $65,000 was recorded as a discount on the notes payable. As of December 31, 2019, the balance on the loan, net of unamortized discount of $63,049, is $21,951. As of December 31, 2019, the total derivative liability on the above notes was adjusted to a fair value of $185,295. During the year ended December 31, 2019, $100,174 of the discount was amortized leaving an unamortized balance of $83,441. The fair value of the conversion option was estimated using the Black-Scholes option pricing model and the following assumptions during the period: fair value of stock $0.25 - $1.10, volatility of 51% - 59% based on a comparable company peer group, expected term of 0.32 – 1.00 years, risk-free rate of 1.5% - 2.3% and a dividend yield of 0%. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2019 | |
Capital Stock | |
Capital Stock | Note 7. Capital Stock Between May and August 2018, third party investors purchased 746,800 shares of the Company’s common stock at a price of $0.25 per share for gross proceeds of $186,700. The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with the sale of the common stock described above. On October 15, 2018, the Company’s Board of Directors declared a five-for-one reverse stock split of the Company’s common stock. The record date for the stock split was October 15, 2018. Shareholders of record as of the close of business on the record date received one share of common stock of the Company for every five shares that they owned on such date. The earnings per share calculations and share data for all periods presented have been recast to reflect the impact of the stock split on outstanding shares. During the year ended December 31, 2019 the Company issued 50,000 shares of its restricted common stock to the third party that provided the Company with the $60,000 in loans described in Note 5. On November 4, 2019, the Company issued 50,000 common shares to a consultant for services. The fair value of the shares was $39,000 and was recognized as of December 31, 2019. During the year ended December 31, 2019, $39,000 of expense was recognized. On November 14, 2019, the Company entered into an Equity Purchase Agreement with Tiger Trout Capital, LLC (“TTC”). Under the Agreement, TTC agreed to provide the Company with up to $2,500,000 of funding through the purchase of shares of the Company's common stock. As of December 31, 2019, the Company issued 136,363 shares of its common stock with a fair value of $100,908 to TTC pursuant to this agreement as an inducement to enter the agreement. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8. Income Taxes The cumulative tax effect at the expected rate of 21% of significant items comprising the Company’s net deferred tax amount is as follows: December 31, 2019 December 31, 2018 Deferred tax asset attributable to: Net operating loss $ 193,200 $ 134,600 Valuation allowance (193,200) (134,600) Net $ - $ - A reconciliation of income tax provision to the provision that would be recognized under the statutory rates is as follows: December 31, 2019 December 31, 2018 Benefit attributable to operating loss $ 121,600 $ 41,800 Non-deductible expenses (63,000) - Impact of change in tax rate - - Valuation allowance (58,600) (41,800) Net provision $ - $ - The amount taken into income as deferred tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide an allowance of 100% against all available income tax loss carry forwards, regardless of their time of expiry. No provision for income taxes has been provided in these financial statements due to the net loss. At December 31, 2019, the Company has net operating loss carry forwards, which expire commencing in 2031, totaling approximately $920,000, the benefit of which has not been recorded in the financial statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9. Subsequent Events On January 15, 2020, the Company converted $20,000 in advances from an unrelated third party into a promissory note. The unsecured note bears an interest rate of 8% and matures on January 15, 2021. On January 23, 2020, the Company borrowed $120,000 from an unrelated third party. The loan had an original issuance discount of $10,500, which will be amortized over the life of the note. The loan bears interest at a rate of 10% and is due and payable on January 22, 2021. The Company may prepay the loan by paying the lender the outstanding loan principal and accrued interest plus premiums ranging from 5% to 25% and accrued interest. The unpaid principal is convertible into shares of the Company’s common stock at the conversion price. The conversion price is 45% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days immediately prior to the date of conversion. During February and March 2020 the Company sold convertible notes in the principal amount of $164,000. The notes are unsecured, bear interest at 8% per year, and are due and payable on February 15, 2021. At the option of the holder, the notes can be converted into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.25. On March 16, 2020 the Company acquired all of the outstanding shares of Fourth Wave Energy, Inc. for 6,200,000 restricted shares of the Company’s common stock. In connection with this acquisition the Company entered into consulting agreements with certain founders of Fourth Wave. The consulting agreements require the Company to collectively pay $385,000 in consulting fees during the terms of the consulting agreements, all but one of which expire between May 31 and June 30, 2020. One consulting agreement is for a twelve month period and expires in the Spring of 2021. On March 20, 2020, shareholders owning a majority of the Company's outstanding shares of common stock amended the Company's Articles of Incorporation to change the name of the Company from Pierre Corp. to Fourth Wave Energy, Inc. On March 26, 2020, the Company designated 1,000 shares of its original 5,000,000 authorized shares of Preferred Stock as Series A Preferred Stock (“Series A”) with a $0.01 par value. Each Series A Preferred share entitles the holder to vote on all matters submitted to a vote of our shareholders or with respect to actions that may be taken by written consent. The Series A holders shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, 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, we issued 1,000 shares of our Series A preferred stock to J. Jacob Isaacs. In 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 global efforts to contain its spread will impact our operations will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat the COVID-19 pandemic. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary Of Significant Accounting Policies | |
Use of Estimates | Use of Estimates In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original purchase maturity of three months or less to be cash equivalents. |
Property and Equipment | Property and Equipment Property and equipment is carried at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the useful lives as follows: Furniture and fixtures 7 years Equipment 5 years |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of short-term instruments, including cash, accounts payable and accrued expenses, and short-term notes approximate fair value due to the relatively short period to maturity for these instruments. The long-term debt approximate fair value since the related rates of interest approximate current market rates. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3: inputs to the valuation methodology are unobservable and significant to the fair value |
Fair Value Measurements | Fair Value Measurements The Company’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy. The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of December 31, 2019 and December 31, 2018: Fair value measured at December 31, 2019 Total carrying value at December 31, 2019 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant Unobservable inputs (Level 3) Liabilities: Derivative liabilities $ 185,295 $ - $ - $ 185,295 Fair value measured at December 31, 2018 Total carrying value at December 31, 2018 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant Unobservable inputs (Level 3) Liabilities: Derivative liabilities $ - $ - $ - $ - There were no transfers between Level 1, 2 or 3 during the periods. Fair value as of December 31, 2018 $ - Fair value on the date of issuance recorded as a debt discount 128,655 Fair value on the date of issuance recorded as a loss on derivatives 56,280 Gain on change in fair value of derivatives 360 Fair value as of December 31, 2019 $ 185,295 |
Beneficial Conversion Features | Beneficial Conversion Features If the conversion feature of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 47020 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method. |
Convertible debt | Convertible debt The Company records a beneficial conversion feature related to the issuance of convertible debts that have conversion features at fixed or adjustable rates. The beneficial conversion feature for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The beneficial conversion feature will be accreted by recording additional noncash interest expense over the expected life of the convertible notes. |
Derivative Financial Instruments | Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. The Company applies the guidance in ASC 815-40-35-12 to determine the order in which each convertible instrument would be evaluated for derivative classification. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. |
Income Taxes | Income Taxes The Company uses the assets and liability method of accounting for income taxes. Under the assets and liability method deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements 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. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. As of December 31, 2019, the Company’s potentially dilutive shares, which were not included in the calculation of net loss per share, included notes convertible to 506,237 common shares. As of December 31, 2018, Company had no potentially dilutive shares or options. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02). Under ASU No. 2016-2, an entity is required to recognize right-of-use assets and lease liabilities (“ROU”) on its balance sheet and disclose key information about leasing arrangements. ASU No. 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, The Company adopted this standard on January 1, 2019 using the modified retrospective method. The new standard provides a number of optional practical expedients in transition. The Company elected the ‘package of practical expedients’, which permitted the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs; and all of the new standard’s available transition practical expedients. The new standard also provides practical expedients for a company’s ongoing accounting. The Company elected the short-term lease recognition exemption for its leases. For those leases with a lease term of 12 months or less, the Company will not recognize ROU assets or lease liabilities. The Company also made an accounting policy election to combine lease and non-lease components of operating leases for all asset classes. The adoption of this new standard did not impact the Company. In June 2018, the FASB issued ASU No. 2018-07, Compensation Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting, which aligns the accounting for share-based payment awards issued to employees and nonemployees. Under ASU No. 2018-07, the existing employee guidance will apply to nonemployee share-based transactions (as long as the transaction is not effectively a form of financing), with the exception of specific guidance related to the attribution of compensation cost. The cost of nonemployee awards will continue to be recorded as if the grantor had paid cash for the goods or services. In addition, the contractual term will be able to be used in lieu of an expected term in the option-pricing model for nonemployee awards. The Company adopted the provisions of the guidance on January 1, 2019 with no material impact on the Company’s consolidated financial statements and disclosures. The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Basis Of Presentation Policies Abstract | |
Schedule of Change in Fair Value of Derivative Liability | The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of December 31, 2019 and December 31, 2018: Fair value measured at December 31, 2019 Total carrying value at December 31, 2019 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant Unobservable inputs (Level 3) Liabilities: Derivative liabilities $ 185,295 $ - $ - $ 185,295 Fair value measured at December 31, 2018 Total carrying value at December 31, 2018 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant Unobservable inputs (Level 3) Liabilities: Derivative liabilities $ - $ - $ - $ - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Fees earned during the period are as follows: Nine months ended September 30, 2019 Nine months ended September 30, 2018 Management fees $ 87,000 $ 18,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Income Taxes Tables Abstract | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The cumulative tax effect at the expected rate of 21% of significant items comprising the Company’s net deferred tax amount is as follows: December 31, 2019 December 31, 2018 Deferred tax asset attributable to: Net operating loss $ 193,200 $ 134,600 Valuation allowance (193,200) (134,600) Net $ - $ - |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | A reconciliation of income tax provision to the provision that would be recognized under the statutory rates is as follows: December 31, 2019 December 31, 2018 Benefit attributable to operating loss $ 121,600 $ 41,800 Non-deductible expenses (63,000) - Impact of change in tax rate - - Valuation allowance (58,600) (41,800) Net provision $ - $ - |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) | Oct. 15, 2018 |
Basis Of Presentation | |
Business Combination, Reason for Business Combination | Fourth Wave has designed an energy system which is based on combining solar power and other energy efficient technologies into one fully integrated system. The Fourth Wave energy system is designed to significantly reduce energy consumption and associated carbon emissions in residences and commercial buildings. Fourth Wave plans to build five pilot projects as showcases for its technology. |
Business Acquisition, Name of Acquired Entity | Fourth Wave Energy, Inc. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment, Useful Life | 7 years |
Equipment [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 2) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative liabilities | $ 185,295 | |
Fair Value, Recurring [Member] | ||
Derivative liabilities | 185,295 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Derivative liabilities | $ 185,295 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 3) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Fair value, Beginning | |
Fair value, Ending | 185,295 |
Fair Value, Recurring [Member] | |
Fair value, Beginning | |
Fair value, Ending | 185,295 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair value, Beginning | |
Fair value on the date of issuance recorded as a debt discount | 128,655 |
Fair value on the date of issuance recorded as a loss on derivatives | 56,280 |
Gain on change in fair value of derivatives | 360 |
Fair value, Ending | $ 185,295 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Management fees | $ 121,500 | $ 36,000 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | Apr. 30, 2019 | Oct. 02, 2018 | Jul. 02, 2016 | Mar. 01, 2012 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts payable - related party are the fees earned but not yet paid | $ 104,623 | $ 68,341 | ||||
President [Member] | Management Service [Member] | ||||||
Management Services to President per month | $ 11,500 | $ 6,000 | $ 2,000 | $ 4,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure Notes Payable Details Narrative Abstract | ||
Notes Payable | $ 323,900 | $ 244,000 |
Company Received advance for unrelated parties | $ 79,900 |
Equity Transactions (Details Na
Equity Transactions (Details Narrative) - USD ($) | Oct. 15, 2018 | Aug. 31, 2018 | Dec. 31, 2019 |
Disclosure Equity Transactions Details Narrative Abstract | |||
Number of common stock issued | 746,800 | 50,000 | |
Reverse Stock Split | The Company's Board of Directors declared a five-for-one reverse stock split of the Company's common stock. The record date for the stock split was October 15, 2018. | ||
Proceeds from issuance of Common Stock | $ 186,700 | $ 60,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax asset attributable to: | ||
Net operating loss | $ 193,200 | $ 134,600 |
Valuation allowance | (193,200) | (134,600) |
Net |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Benefit attributable to operating loss | $ 121,600 | $ 41,800 |
Non-deductible expenses | (63,000) | |
Impact of change in tax rate | ||
Valuation allowance | (58,600) | (41,800) |
Net provision |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
Net Operating CarryForward Loss | $ 920,000 |
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2031 |
Reconciliation of income tax provision under the statutory rates | 21.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 26, 2020 | Mar. 16, 2020 | Jan. 23, 2020 | Jan. 15, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Note Discount | $ 83,441 | $ 0 | ||||
Preferred Stock, Shares Issued | 0 | 0 | ||||
Subsequent Event [Member] | Preferred Stock [Member] | Series A Preferred Stock [Member] | J. Jacob Isaacs | ||||||
Voting Rights | Each Series A Preferred share entitles the holder to vote on all matters submitted to a vote of our shareholders or with respect to actions that may be taken by written consent. | |||||
Preferred Stock, Shares Issued | 1,000 | |||||
Subsequent Event [Member] | Fourth Wave Energy, Inc. | Restricted Shares [Member] | ||||||
Shares Purchased during Business Acquisition | 6,200,000 | |||||
Consulting Fees | $ 385,000 | |||||
Subsequent Event [Member] | Promissory Note from Unrelated Third Party | ||||||
Original Note Amount | $ 20,000 | |||||
Note, Inception Date | Jan. 15, 2020 | |||||
Note, Maturity Date | Jan. 15, 2021 | |||||
Note, Variable Interest Rate | 8.00% | |||||
Subsequent Event [Member] | Promissory Note from Unrelated Third Party | ||||||
Original Note Amount | $ 120,000 | |||||
Note, Inception Date | Jan. 23, 2020 | |||||
Note, Maturity Date | Jan. 22, 2021 | |||||
Note, Variable Interest Rate | 10.00% | |||||
Note Discount | $ 10,500 |