UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 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 333-228060
ENERGY ALLIANCE TECHNOLOGY CORP.
(Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization) |
83-2484730 (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)
Fortuneswell Corporation
(Former name, former address and former fiscal year, if changed since last report)
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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 ☒ | |
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 December 31, 2018 | |
Common Stock, par value $.001 per share | 8,000,000 shares |
2 |
EXPLANATORY NOTE
The sole purpose of this amendment to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, originally filed with the Securities and Exchange Commission on December 28, 2018, is to include Exhibit 101 to the Form 10-Q which was not available in time for the filing. The Exhibit contains the XBRL (eXtensible Business Reporting Language) Interactive Data File for the financial statements and notes included in Part I, Item 1 of the Form 10-Q.
No other changes have been made to the Form 10-Q. This Amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q that may have been affected by subsequent events.
3 |
Item 6. Exhibits
(a) Exhibits
Exhibit No. | Description | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
(b) Reports of Form 8-K
4 |
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.
ENERGY ALLIANCE TECHNOLOGY CORP.
DATE: December 31, 2018
By: /s/ Andrew Soulakis
Andrew Soulakis
Chairman, President, Chief Executive Officer
(Principal Accounting Officer
and Authorized Officer)
By: /s/ J. Daniel Thatcher
J. Daniel Thatcher
Chief Operating Officer, Secretary and Treasurer
5 |
Energy Alliance Technology Corp.
Index to Exhibits
Exhibit No. | Description | |
31.1 | 302 Certification – Andrew Soulakis | |
32.1 | 906 Certification – Andrew Soulakis |
6
CERTIFICATION
Exhibit 31.1
I, Andrew Soulakis, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Energy Alliance Technology Corp.;
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: December 31, 2018
/s/ Andrew Soulakis | |
Andrew Soulakis | |
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 September 30, 2018 of Energy Alliance Technology Corp. (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/ Andrew Soulakis | |
Andrew Soulakis | |
Chief Executive Officer | |
/s/ Andrew Soulakis | |
Andrew Soulakis | |
Chief Financial Officer | |
Dated: December 31, 2018 |
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Energy Alliance Technology Corp. and will be furnished to the Securities and Exchange Commission or its staff upon request.
Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Sep. 30, 2018 |
Dec. 28, 2018 |
|
Document And Entity Information | ||
Entity Registrant Name | Fortuneswell Corp | |
Entity Central Index Key | 0001613394 | |
Document Type | 10-Q/A | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | true | |
Amendment Description | The sole purpose of this amendment to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, originally filed with the Securities and Exchange Commission on December 28, 2018, is to include Exhibit 101 to the Form 10-Q which was not available in time for the filing. The Exhibit contains the XBRL (eXtensible Business Reporting Language) Interactive Data File for the financial statements and notes included in Part I, Item 1 of the Form 10-Q. | |
Current Fiscal Year End Date | --12-31 | |
Entity's Reporting Status Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 8,000,000 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2018 |
Condensed Balance Sheets (unaudited) - USD ($) |
Sep. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Current Assets | ||
Cash | ||
Total Current Assets | ||
TOTAL ASSETS | ||
Current Liabilities | ||
Accounts payable | 9,831 | 10,913 |
Due to related party | 18,701 | 2,156 |
TOTAL LIABILITIES | 28,532 | 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 September 30, 2018 and December 31, 2017 | 8,000 | 8,000 |
Additional Paid In Capital | ||
Accumulated Deficit | (36,532) | (21,069) |
TOTAL STOCKHOLDERS' DEFICIT | (28,532) | (13,069) |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT |
Condensed Balance Sheets (unaudited) (Parenthetical) - $ / shares |
Sep. 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 | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
|
EXPENSES | ||||
General and administrative | $ 1,176 | $ 1,186 | $ 3,193 | $ 1,186 |
Professional Fees | 8,650 | 1,050 | 12,270 | 7,250 |
Total Expenses | 9,826 | 2,236 | 15,463 | 8,436 |
Net Loss for the period | $ (9,826) | $ (2,236) | $ (15,463) | $ (8,436) |
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 ($) |
9 Months Ended | |
---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
|
OPERATING ACTIVITIES | ||
Net loss for the period | $ (15,463) | $ (8,436) |
Adjustment to reconcile net loss to net cash used in operations: | ||
Accounts payable | (1,081) | 8,336 |
Advance from related party | 16,544 | |
Net cash used in Operating Activities | (100) | |
Net decrease in cash for period | (100) | |
Cash at beginning of period | 100 | |
Cash at end of period | ||
Supplemental Cash Flow Information: | ||
Expenses paid by related party on Company's behalf | 2,056 | |
Cash paid for interest | ||
Cash paid for taxes |
NATURE OF OPERATIONS |
9 Months Ended |
---|---|
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 – NATURE OF OPERATIONS
Fortuneswell Corporation (“the Company”) 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.
In September 2018, the Company changed its name to Energy Alliance Technology Corp.
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 September 30, 2018, and results of its operations and cash flows for the nine 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
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.
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 |
9 Months Ended |
---|---|
Sep. 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 September 30, 2018 and December 31, 2017, the amounts owed this shareholder are $18,701 and $2,156, respectively. The loans are unsecured, payable on demand, and carry no interest.
|
NATURE OF OPERATIONS (policies) |
9 Months Ended |
---|---|
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 – NATURE OF OPERATIONS
Fortuneswell Corporation (“the Company”) 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.
In September 2018, the Company changed its name to Energy Alliance Technology Corp.
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 September 30, 2018, and results of its operations and cash flows for the nine 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
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.
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 ($) |
9 Months Ended | |
---|---|---|
Sep. 30, 2018 |
Dec. 31, 2017 |
|
Related Party Transactions [Abstract] | ||
Due to related party | $ 18,701 | $ 2,156 |
Description of loan terms | The loans are unsecured, payable on demand, and carryr no interest. | |
Commission on net sales price | 15.00% |
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