UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2018
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ___________
Commission file number 333-219284
FORTUNESWELL CORPORATION
(Exact name of registrant as specified in its charter)
|
Nevada (State or other jurisdiction of incorporation or organization) |
47-1189651 (I.R.S. Employer Identification Number) |
11 Vista Hermosa Drive
Simi Valley, California 93065
(Address of principal executive offices)
(805) 304-2664
(Issuer’s telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Non-accelerated filer ☐ | Smaller reporting company ☒ | |
| (Do not check if smaller reporting company) | Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.
| Class | Outstanding at August 20, 2018 | |
| Common Stock, par value $.001 per share | 8,000,000 shares |
| 2 |
FORTUNESWELL CORPORATION
TABLE OF CONTENTS
| PAGE | |
| PART I. FINANCIAL INFORMATION | 4 |
| Item 1. Financial Statements (unaudited) | 4 |
| Balance Sheets | 4 |
| Statements of Operations | 5 |
| Statements of Cash Flows | 6 |
| Notes to Unaudited Interim Financial Statements | 7 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 9 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 12 |
| Item 4. Controls and Procedures | 12 |
| PART II. OTHER INFORMATION | 13 |
| Item 1. Legal Proceedings | 13 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
| Item 3. Defaults Upon Senior Securities | 13 |
| Item 4. Mine Safety Disclosures | 13 |
| Item 5. Other Information | 13 |
| Item 6. Exhibits | 13 |
| SIGNATURES | 14 |
| 3 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Fortuneswell Corporation
Condensed Balance Sheets
June 30, 2018
(Expressed in United States dollars)
| June 30, 2018 | December 31, 2017 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | - | $ | - | ||||
| Total Current Assets | - | - | ||||||
| TOTAL ASSETS | $ | - | $ | - | ||||
| LIABILITIES & STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 2,900 | $ | 10,913 | ||||
| Due to related party | 15,806 | 2,156 | ||||||
| TOTAL LIABILITIES | 18,706 | 13,069 | ||||||
| STOCKHOLDERS' DEFICIT | ||||||||
| Common Stock, $0.001 Par Value | ||||||||
| Authorized Common Stock | ||||||||
| 75,000,000 shares at $0.001 | ||||||||
| Issued and Outstanding | ||||||||
| 8,000,000 Common Shares at June 30, 2018 and December 31, 2017 | 8,000 | 8,000 | ||||||
| Additional Paid In Capital | - | - | ||||||
| Accumulated Deficit | (26,706 | ) | (21,069 | ) | ||||
| TOTAL STOCKHOLDERS' DEFICIT | (18,706 | ) | (13,069 | ) | ||||
| TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | $ | - | $ | - | ||||
The accompanying notes are an integral part of these unaudited financial statements.
| 4 |
Fortuneswell Corporation
Condensed Statements of Operations
June 30, 2018
(Expressed in United States dollars)
(unaudited)
Three months ended June 30, 2018 | Three months ended June 30, 2017 | Six months ended June 30, 2018 | Six months ended June 30, 2017 | |||||||||||||
| EXPENSES | ||||||||||||||||
| General and administrative | $ | 1,765 | $ | - | $ | 2,017 | $ | - | ||||||||
| Professional Fees | 1,750 | 500 | 3,620 | 6,200 | ||||||||||||
| Total Expenses | 3,515 | 500 | 5,637 | 6,200 | ||||||||||||
| Net Loss for the period | $ | (3,515 | ) | $ | (500 | ) | $ | (5,637 | ) | $ | (6,200 | ) | ||||
| Basic and diluted loss per share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
| Weighted average number of shares outstanding | 8,000,000 | 8,000,000 | 8,000,000 | 8,000,000 | ||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 5 |
Fortuneswell Corporation
Condensed Statements of Cash Flows
June 30, 2018
(Expressed in United States dollars)
(unaudited)
| Six months ended June 30, 2018 | Six months ended June 30, 2017 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss for the period | $ | (5,637 | ) | $ | (6,200 | ) | ||
| Adjustment to reconcile net loss | ||||||||
| to net cash used in operations: | ||||||||
| Accounts payable | (8,013 | ) | 6,100 | |||||
| Net cash used in Operating Activities | (13,650 | ) | (100 | ) | ||||
| FINANCING ACTIVITY | ||||||||
| Advance from related party | 13,650 | - | ||||||
| Net cash provided by Financing Activity | 13,650 | - | ||||||
| Net decrease in cash for period | - | (100 | ) | |||||
| Cash at beginning of period | - | 100 | ||||||
| Cash at end of period | $ | - | $ | - | ||||
| Supplemental Cash Flow Information: | ||||||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for taxes | $ | - | $ | - | ||||
The accompanying notes are an integral part of these unaudited financial statements.
| 6 |
FORTUNESWELL CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2018
NOTE 1 – NATURE OF OPERATIONS
Fortuneswell Corporation was incorporated in the State of Nevada on June 17, 2014 and has elected a December 31 fiscal year end. The principal business objective of the Company is to sell and promote a portfolio of bulk fuel supplements for Energy Alliance Technology Company (“EATC”). The portfolio of bulk fuel supplements is based on the science of Bio-Thermogenics.
The unaudited interim financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“US GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. It is suggested that these financial statements be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Form 10-K as of December 31, 2017.
In the opinion of management, all adjustments necessary to fairly present the Company’s financial position as of June 30, 2018, and results of its operations and cash flows for the 6 months then ended have been made.
The accompanying financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern. The Company currently has limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Management has evaluated these factors and as determined that they raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
Recently Issued Accounting Pronouncements
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The amendments require management to perform interim and annual assessments of an entity’s ability to continue as a going concern and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The standard applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company has adopted the guidance and has included the appropriate disclosures in Note 1.
Other than as noted above the Company has not implemented any pronouncements that had material impact on the financial statements and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| 7 |
NOTE 2 – RELATED PARTY TRANSACTIONS
A significant shareholder has paid expenses on behalf of the Company. At June 30, 2018 and December 31, 2017, the amounts owed are $15,806 and $2,156, respectively. The loans are unsecured, payable on demand, and carry no interest.
On June 14, 2017, the Company entered into a 3-year agreement with Energy Alliance Technology Company (EATC) to sell and promote
EATC’s patented fuel supplements in the United States, Canada, and Mexico. After the initial
term, the agreement will stay in effect until such either party terminates it by providing 90 days’ notice. The Company’s
duties, per the agreement, include promotion, sales, preparation of a yearly business plan, creation of customer profiles including
credit applications, receipt and fulfillment of product orders, and collection of funds owed for such orders in exchange for a
commission 15% of the net sales price of the products.
| 8 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our financial statements, including the notes thereto, appearing in this report and are hereby referenced. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this report. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. We believe it is important to communicate our expectations. However, our management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.
These forward-looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can identify a forward-looking statement by the use of the forward-terminology, including words such as “may”, “will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”, “should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology. These forward-looking statements relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; our ability to maintain and develop relationship with our existing and potential future customers; and, our ability to maintain a level of investment that is required to remain competitive. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates; and, the continued employment of our key personnel and other risks associated with competition.
The principal business objective of the Company is to sell and promote a portfolio of bulk fuel supplements for Energy Alliance Technology Company (herein after referred to as “EATC”) to the multifaceted fuels industry. The portfolio of bulk fuel supplements is based on the science of Bio-Thermogenics. The formulary of the portfolio of products alter the burn pattern and combustion characteristics of all fossil fuels. EATC’s products increase fuel efficiency, increases engine and equipment life, and can reduce emissions more than 80% thereby introducing the potential for immediate and long term positive environmental impacts. EATC’s product line of fuel supplements are 100% natural, non-petroleum based, and non-agricultural impacting.
Plan of Operation
The business of the Company is to sell and promote a portfolio of bulk fuel supplements for Energy Alliance Technology (herein after referred to as “EATC”). EATC has signed a three-year Sales Representative Agreement for the Territory defined as North America. The North America Territory includes all of the 50 United States, Canada and Mexico. The Company plans to market the portfolio of emissions reducing fuel technologies and products for all classifications of fossil fuel. After 12 years of extensive research and field testing, EATC has developed a family of patented, proprietary fossil fuel supplements that are ready to be marketed and sold under the trade name Bio-T. EATC has developed patented “neutral-catalytic” reagent that perform traditional catalytic functions, but without expensive or toxic heavy metal catalysts. Coupled with other biological system reagents, dynamic feedback control of the combustion process is achieved resulting in higher efficiency, more complete combustion, higher power output, and lower emissions.
| 9 |
Results of Operations for the Three and Six Months Ended June 30, 2018 Compared to the Three and Six Months Ended June 30, 2017
Revenues. The Company’s revenues were $0 for the three and six-month periods ended June 30, 2018 and June 30, 2017.
Selling, General and Administrative Expenses. Selling, general and administrative expenses for the three months ended June 30, 2018 were $1,765 as compared to $0 for the three months ended June 30, 2017, and $2,017 for the six months ended June 30, 2018 as compared to $0 for the six months ended June 30, 2017. General and administrative expenses increased due to the Company’s filings with the Securities and Exchange Commission and fees related to the Company’s new business plan.
Professional Fees. Professional fees for the three months ended June 30, 2018 were $1,750 as compared to $500 for the three months ended June 30, 2017, and $3,620 for the six months ended June 30, 2018 as compared to $6,200 for the six months ended June 30, 2017. Professional fees increased as a result of the Company’s filings with the Securities and Exchange Commission ad fees related to the Company’s new business plan.
Liquidity and Capital Resources
We measure our liquidity in a number of ways, including the following:
As of June 30, 2018 | As of December 31, 2017 | |||||||
| Cash | $ | - | $ | - | ||||
| Related Party Loans | 15,806 | 2,156 | ||||||
| Working Capital | (18,706 | ) | (13,069 | ) | ||||
| Total Current Liabilities | 18,706 | 13,069 | ||||||
The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
Impact of Inflation
We believe that the rate of inflation has had negligible effect on our operations. We believe we can absorb most, if not all, increased non-controlled operating costs by increasing sales prices, whenever deemed necessary and by operating our Company in the most efficient manner possible.
Net Cash Used in Operating Activities
We experienced net cash used in operating activities for the six-month period ended June 30, 2018 of $13,650 due to cash used to fund a net loss of $5,637. We experienced net cash used in operating activities of $100 for the six-month period ended June 30, 2017 due to cash used to fund a net loss of $6,200 and offset by an increase in accounts payable.
Net Cash Used in Investing Activities
The net cash used in investing activities during the six months ended June 30, 2018 and 2017 was $0.
| 10 |
Net Cash Provided by Financing Activities
Net cash provided by financing activities during the six-month period ended June 30, 2018 was $13,650 due to related party making payments on the Company’s behalf, and $0 during the six-month period ended June 30, 2017.
Availability of Additional Funds
Based on our working capital deficit as of June 30, 2018 and zero revenues, we expect to need additional equity and/or debt financing to continue our operations during the next 12 months. We expect that our current cash on hand will not fund our operations through December 2018.
Critical Accounting Policies and Estimates
Our unaudited interim financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of unaudited interim financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited interim financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Our significant estimates and assumptions include the fair value of our stock and the valuation allowance relating to the Company’s deferred tax assets.
Material Commitments
There were no material commitments during the six months ended June 30, 2018.
Recent Accounting Pronouncements
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The amendments require management to perform interim and annual assessments of an entity’s ability to continue as a going concern and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The standard applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company has evaluated the impact that this new guidance will have on its financial statements and has included the appropriate disclosures in Note 1.
On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The Company adopted ASU 2014-09 in the first quarter of 2018 and applied the modified retrospective approach. There was no impact to the Company’s recognition of revenue as a consequence of adopting this new standard.
The Company has reviewed all recent accounting pronouncements and, other than shown above, has determined that it is unlikely that any will have a material impact on its financial position or results of operations.
Off Balance Sheet Arrangements
As of June 30, 2018, we had no off balance sheet arrangements.
| 11 |
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Disclosure under this section is not required for a smaller reporting company.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our President and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our third fiscal quarter covered by this report. Based on the foregoing, our President and Treasurer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level at June 30, 2018. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2018 which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
/s/ J. Daniel Thatcher
J. Daniel Thatcher
CEO, President, CFO and Treasurer
| 12 |
PART II OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
(a) Exhibits
| Exhibit No. | Description | |
| 31.1 | 302 Certification – J. Daniel Thatcher | |
| 32.1 | 906 Certification – J. Daniel Thatcher |
(b) Reports of Form 8-K
None
| 13 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FORTUNESWELL CORPORATION
DATE: August 20, 2018
By: /s/ J. Daniel Thatcher
J. Daniel Thatcher
Chairman, President, Chief Executive Officer
and Treasurer (Principal Accounting Officer
and Authorized Officer)
| 14 |
Fortuneswell Corporation
Index to Exhibits
| Exhibit No. | Description | |
| 31.1 | 302 Certification - J. Daniel Thatcher | |
| 32.1 | 906 Certification - J. Daniel Thatcher |
15
CERTIFICATION
Exhibit 31.1
I, J. Daniel Thatcher, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Fortuneswell Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 20, 2018
| /s/ J. Daniel Thatcher | ||
| J. Daniel Thatcher | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge, the Quarterly Report on Form 10-Q for the period ended June 30, 2018 of Fortuneswell Corporation (the “Company”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in such periodic report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in such report.
Very truly yours,
| /s/ J. Daniel Thatcher | |
| J. Daniel Thatcher | |
| Chief Executive Officer | |
| /s/ J. Daniel Thatcher | |
| J. Daniel Thatcher | |
| Chief Financial Officer | |
| Dated: August 20, 2018 |
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Fortuneswell Corporation and will be furnished to the Securities and Exchange Commission or its staff upon request.
Document and Entity Information - shares |
6 Months Ended | |
|---|---|---|
Jun. 30, 2018 |
Aug. 20, 2018 |
|
| Document And Entity Information | ||
| Entity Registrant Name | Fortuneswell Corp | |
| Entity Central Index Key | 0001613394 | |
| Document Type | 10-Q | |
| Document Period End Date | Jun. 30, 2018 | |
| Amendment Flag | false | |
| Current Fiscal Year End Date | --12-31 | |
| Entity a Well-known Seasoned Issuer | No | |
| Entity a Voluntary Filer | No | |
| Entity's Reporting Status Current | Yes | |
| Entity Filer Category | Smaller Reporting Company | |
| Entity Common Stock, Shares Outstanding | 8,000,000 | |
| Document Fiscal Period Focus | Q2 | |
| Document Fiscal Year Focus | 2018 |
Condensed Balance Sheets (unaudited) - USD ($) |
Jun. 30, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Current Assets | ||
| Cash | ||
| Total Current Assets | ||
| TOTAL ASSETS | ||
| Current Liabilities | ||
| Accounts payable | 2,900 | 10,913 |
| Due to related party | 15,806 | 2,156 |
| TOTAL LIABILITIES | 18,706 | 13,069 |
| STOCKHOLDERS' DEFICIT | ||
| Common Stock, $0.001 Par Value Authorized Common Stock 75,000,000 shares at $0.001 Issued and Outstanding 8,000,000 Common Shares at June 30, 2018 and December 31, 2017 | 8,000 | 8,000 |
| Additional Paid In Capital | ||
| Accumulated Deficit | (26,706) | (21,069) |
| TOTAL STOCKHOLDERS' DEFICIT | (18,706) | (13,069) |
| TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT |
Condensed Balance Sheets (unaudited) (Parenthetical) - $ / shares |
Jun. 30, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
| Common stock, authorized | 75,000,000 | 75,000,000 |
| Common stock, issued | 8,000,000 | 8,000,000 |
| Common stock, outstanding | 8,000,000 | 8,000,000 |
Condensed Statements of Operations (unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
| EXPENSES | ||||
| General and administrative | $ 1,765 | $ 2,017 | ||
| Professional Fees | 1,750 | 500 | 3,620 | 6,200 |
| Total Expenses | 3,515 | 500 | 5,637 | 6,200 |
| Net Loss for the period | $ (3,515) | $ (500) | $ (5,637) | $ (6,200) |
| Basic and diluted loss per share (in dollars per share) | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) |
| Weighted average number of shares outstanding (in shares) | 8,000,000 | 8,000,000 | 8,000,000 | 8,000,000 |
Condensed Statements of Cash Flows (unaudited) - USD ($) |
6 Months Ended | |
|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
|
| OPERATING ACTIVITIES | ||
| Net loss for the period | $ (5,637) | $ (6,200) |
| Adjustment to reconcile net loss to net cash used in operations: | ||
| Accounts payable | (8,013) | 6,100 |
| Net cash used in Operating Activities | (13,650) | (100) |
| FINANCING ACTIVITY | ||
| Advance from related party | 13,650 | |
| Net cash provided by Financing Activity | 13,650 | |
| Net decrease in cash for period | (100) | |
| Cash at beginning of period | 100 | |
| Cash at end of period | ||
| Supplemental Cash Flow Information: | ||
| Cash paid for interest | ||
| Cash paid for taxes | ||
NATURE OF OPERATIONS |
6 Months Ended |
|---|---|
Jun. 30, 2018 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Nature of operations | NOTE 1 – NATURE OF OPERATIONS
Fortuneswell Corporation was incorporated in the State of Nevada on June 17, 2014 and has elected a December 31 fiscal year end. The principal business objective of the Company is to sell and promote a portfolio of bulk fuel supplements for Energy Alliance Technology Company (“EATC”). The portfolio of bulk fuel supplements is based on the science of Bio-Thermogenics.
The unaudited interim financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“US GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. It is suggested that these financial statements be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Form 10-K as of December 31, 2017.
In the opinion of management, all adjustments necessary to fairly present the Company’s financial position as of June 30, 2018, and results of its operations and cash flows for the 6 months then ended have been made.
The accompanying financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern. The Company currently has limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Management has evaluated these factors and as determined that they raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
Recently Issued Accounting Pronouncements
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The amendments require management to perform interim and annual assessments of an entity’s ability to continue as a going concern and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The standard applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company has adopted the guidance and has included the appropriate disclosures in Note 1.
Other than as noted above the Company has not implemented any pronouncements that had material impact on the financial statements and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
RELATED PARTY TRANSACTIONS |
6 Months Ended |
|---|---|
Jun. 30, 2018 | |
| Related Party Transactions [Abstract] | |
| Related party transactions | NOTE 2 – RELATED PARTY TRANSACTIONS
A significant shareholder has paid expenses on behalf of the Company. At June 30, 2018 and December 31, 2017, the amounts owed are $15,806 and $2,156, respectively. The loans are unsecured, payable on demand, and carry no interest.
|
NATURE OF OPERATIONS (policies) |
6 Months Ended |
|---|---|
Jun. 30, 2018 | |
| Nature Of Operations | |
| Nature of operations | NOTE 1 – NATURE OF OPERATIONS
Fortuneswell Corporation was incorporated in the State of Nevada on June 17, 2014 and has elected a December 31 fiscal year end. The principal business objective of the Company is to sell and promote a portfolio of bulk fuel supplements for Energy Alliance Technology Company (“EATC”). The portfolio of bulk fuel supplements is based on the science of Bio-Thermogenics.
The unaudited interim financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“US GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. It is suggested that these financial statements be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Form 10-K as of December 31, 2017.
In the opinion of management, all adjustments necessary to fairly present the Company’s financial position as of June 30, 2018, and results of its operations and cash flows for the 6 months then ended have been made.
The accompanying financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern. The Company currently has limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Management has evaluated these factors and as determined that they raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. |
| Recently issued accounting pronouncements | Recently Issued Accounting Pronouncements
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The amendments require management to perform interim and annual assessments of an entity’s ability to continue as a going concern and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The standard applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company has adopted the guidance and has included the appropriate disclosures in Note 1.
Other than as noted above the Company has not implemented any pronouncements that had material impact on the financial statements and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
6 Months Ended | |
|---|---|---|
Jun. 30, 2018 |
Dec. 31, 2017 |
|
| Related Party Transactions [Abstract] | ||
| Due to related party | $ 15,806 | $ 2,156 |
| Description of loan terms | The loans are unsecured, payable on demand, and carry no interest. |
|
| Commission on net sales price | 15.00% |