Fourth Wave Energy Form 10-K/A

0001273511-20-000076.txt : 20200513 0001273511-20-000076.hdr.sgml : 20200513 20200513153741 ACCESSION NUMBER: 0001273511-20-000076 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20191231 FILED AS OF DATE: 20200513 DATE AS OF CHANGE: 20200513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOURTH WAVE ENERGY, INC. CENTRAL INDEX KEY: 0001652958 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 474046237 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-55647 FILM NUMBER: 20873025 BUSINESS ADDRESS: STREET 1: 75 E. SANTA CLARA ST., 6TH FLOOR CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 818-855-8199 MAIL ADDRESS: STREET 1: 75 E. SANTA CLARA ST., 6TH FLOOR CITY: SAN JOSE STATE: CA ZIP: 95113 FORMER COMPANY: FORMER CONFORMED NAME: PIERRE CORP. DATE OF NAME CHANGE: 20181113 FORMER COMPANY: FORMER CONFORMED NAME: Wadena Corp. DATE OF NAME CHANGE: 20150911 10-K/A 1 f191231fweform10ka.htm FORM 10-K/A FOR THE YEAR ENDED DECEMBER 31, 2019 Fourth Wave Energy Form 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

q Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

For the year ended December 31, 2019

q Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission File Number 333-207047



	FOURTH WAVE ENERGY, INC.
	(Exact name of registrant as specified in its charter)



Nevada		47-4046237
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)



75 E. Santa Clara St., 6^th Floor
San Jose, CA		95113
(Address of principal executive offices)		(Postal or Zip Code)



Registrant’s telephone number, including area code:		(818) 855-8199

Pierre Corp.

(Former name, former address and former fiscal year,

if changed since last report

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

N/A

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes q No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes q No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 x No q

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 x No q

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-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 x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes q No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2019 was approximately $19,875,000.

State the number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date. There were 35,488,163 shares of common stock outstanding as of April 10, 2020.

Explanatory Note

Item 8.01

Other Events.

The Company relied on the Securities and Exchange Commission’s Order under Section 36 of the Securities Exchange Act of 1934 Granting Exemptions From Specified Provisions of the Exchange Act and Certain Rules Thereunder dated March 4, 2020 (Release No. 34-88318) (the “Order”) to delay the filing of its Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 10-K”) due to the circumstances related to COVID-19. In particular, COVID-19 caused disruptions in the Company’s normal interactions with its auditors. The Company has historically provided its auditors with full access to work papers and related information. Historically personnel from the audit firm worked onsite, making whatever copies of materials they deemed necessary in order to complete the audit. Because the audit personnel were working remotely as much as possible, and relying on the Company to scan work papers and other documents, the Company’s ability to complete its audit and file the 2019 10-K prior to its due date was delayed.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 13^th day of May, 2020.

FOURTH WAVE ENERGY, INC

By:

/s/ J. Jacob Isaacs

J. Jacob Isaacs, Principal Executive, Financial and Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

May 13, 2020

By:

/s/ J. Jacob Isaacs

J. Jacob Isaacs, Principal Executive, Financial and Accounting Officer and a Director

EX-31.1 2 exhibit311.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES Exhibit 31.1

EXHIBIT 31.1

CERTIFICATION

I, J. Jacob Isaacs, certify that:

1. I have reviewed this annual report on Form 10-K/A of Fourth Wave Energy, Inc.;

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 this 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 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, including its consolidated subsidiaries, 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 cause 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 the 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 significant role in the registrant's internal control over financial reporting.


May 13, 2020		/s/ J. Jacob. Isaacs
		J. Jacob Isaacs, Principal Financial Officer

EX-31.2 3 exhibit312.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES Exhibit 31.2

EXHIBIT 31.2

CERTIFICATION

I, J. Jacob Isaacs, certify that:

1. I have reviewed this annual report on Form 10-K/A of Fourth Wave Energy, Inc.

b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant's internal control over financial reporting.


May 13, 2020		/s/ J. Jacob Isaacs
		J. Jacob Isaacs, Principal Executive Officer

EX-32.1 4 exhibit321.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES Exhibit 32.1

EXHIBIT 32.1

In connection with the Annual Report of Fourth Wave Energy, Inc. (the "Company") on Form 10-K/A for the period ending December 31, 2019 as filed with the Securities and Exchange Commission (the "Report"), J. Jacob Isaacs, the Company’s Principal Executive and Financial Officer, certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2013, that to the best of their knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of the Company.


May 13, 2020		/s/ J. Jacob. Isaacs
		J. Jacob Isaacs, Principal Executive, Financial and Accounting Officer