10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2017

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 No. 000-55383

FAIRWIND ENERGY INC.

(Exact name of registrant as specified in its charter)

Nevada	46-2876282
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

32932 Pacific Coast Highway, #14-254

Dana Point, California 92629

(Address of principal executive offices, zip code)

(949) 933-5411

(Registrant’s telephone number, including area code)

__________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS

As of January 12, 2018, there were 6,017,406 shares of common stock, $0.001 par value per share, outstanding.

FAIRWIND ENERGY INC.

(A Development Stage Company)

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED NOVEMBER 30, 2017

INDEX

Index		Page
Part I. Financial Information
Item 1.	Financial Statements	4
	Balance sheets at November 30, 2017 (Unaudited) and August 31, 2017.		4
	Statements of operations for the three months ended November 30, 2017 and 2016 (unaudited).		5
	Statements of cash flows for the three months ended November 30, 2017 and 2016 (unaudited).		6
	Notes to Financial Statements (unaudited).		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.		11
Item 4.	Controls and Procedures.		11
Part II. Other Information
Item 1.	Legal Proceedings.		12
Item 1A.	Risk Factors		12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		12
Item 3.	Defaults Upon Senior Securities.		12
Item 4.	Mine Safety Disclosures.		12
Item 5.	Other Information.		12
Item 6.	Exhibits.		13
Signatures			14

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of FairWind Energy Inc., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of oil and gas prices, the possibility that equipment development efforts will not produces equipment that prospective customers want to purchase, the Company’s need for and ability to obtain additional financing, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

FairWind Energy, Inc.

Balance Sheets

	November 30, 2017			August 31, 2017
	(Unaudited)
Assets
Current Assets
Cash	$	6,527		$	3,688
Total current assets		6,527			3,688
Note and Accrued Interest Receivable
Note and accrued interest receivable		10,226			10,226
Allowance for doubtful accounts		(7,226	)		(7,226	)
Note and accrued interest receivable, net		3,000			3,000
Computer Equipment
Computer equipment		1,328			1,328
Accumulated depreciation		(990	)		(924	)
Computer equipment, net		338			404
Total assets	$	9,865		$	7,092
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable - related party	$	3,202		$	3,137
Accrued expenses		1,841			1,606
Total current liabilities		5,043			4,743
Long Term Liabilities
Convertible note payable, net of unamortized discount		15,898			13,011
Convertible note payable, related-party, net of unamortized discount		66,747			54,419
Total long term liabilities		82,645			67,430
Total liabilities		87,688			72,173
Stockholders' Deficit
Preferred stock par value $0.001: 25,000,000 shares authorized;
0 shares issued or outstanding		-			-
Common stock par value $0.001: 50,000,000 shares authorized;
6,017,406 and 6,017,406 shares issued and outstanding, respectively		6,017			6,017
Additional paid-in capital		1,057,890			1,037,890
Accumulated deficit		(1,141,730	)		(1,108,988	)
Total stockholders' deficit		(77,823	)		(65,081	)
Total liabilities and stockholders' deficit	$	9,865		$	7,092

See accompanying notes to the unaudited financial statements.

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FairWind Energy, Inc.

Statements of Operations

	For the Three			For the Three
	Months Ended			Months Ended
	November 30, 2017			November 30, 2016
	(Unaudited)			(Unaudited)
Operating Expenses
Professional fees		5,565			63,805
Salary and wages - officers		20,000			20,053
General and administrative expenses		116			7,922
Total operating expenses		25,681			91,780
Loss from Operations		(25,681	)		(91,780	)
Other Expense
Loss on fair value of derivative instruments		-			36,652
Interest expense, net		7,061			1,811
Other expense, net		7,061			38,463
Loss before Income Tax Provision		(32,742	)		(130,243	)
Net Loss	$	(32,742	)	$	(130,243	)
Loss per share
- Basic and Diluted	$	(0.01	)	$	(0.02	)
Weighted average common shares outstanding
- Basic and Diluted		6,017,406			6,017,406

See accompanying notes to the unaudited financial statements.

5

FairWind Energy, Inc.

Statements of Cash Flows

	For the Three			For the Three
	Months Ended			Months Ended
	November 30, 2017			November 30, 2016
	(Unaudited)			(Unaudited)
Cash Flows from Operating Activities
Net loss	$	(32,742	)	$	(130,243	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilties		-			36,652
Depreciation expense		66			66
Amortization of debt discount		5,215			1,811
Common shares issued for services and warrant expense		-			52,149
Changes in operating assets and liabilities:
Accounts payable and accounts payable - related party		65			(939	)
Accrued expenses		20,235			20,000
Net Cash Used in Operating Activities		(7,161	)		(20,504	)
Cash Flows from Investing Activities
Issuance of notes receivable		-			(10,000	)
Net Cash Used in Investing Activities		-			(10,000	)
Cash Flows from Financing Activities
Proceeds from convertible notes payable, related parties		10,000			45,000
Net Cash Provided by Financing Activities		10,000			45,000
Net Change in Cash		2,839			14,496
Cash - beginning of reporting period		3,688			619
Cash - end of reporting period	$	6,527		$	15,115
Supplemental disclosure of cash flow information:
Interest paid	$	1,611		$	-
Non Cash Financing and Investing Activities
Capital contribution related to salaries waived	$	20,000		$	20,000
Reclassification of tainted warrants to derivative liabilty	$	-		$	87,493
Recognition of derivative discount	$	-		$	31,190

See accompanying notes to the unaudited financial statements.

6

FairWind Energy, Inc.

November 30, 2017 and 2016

Notes to the Financial Statements

(Unaudited)

Note 1 - Organization and Operations

FairWind Energy, Inc.

FairWind Energy, Inc. (the "Company", “Fairwind Energy”) was incorporated on April 18, 2013 under the laws of the State of Nevada. The Company engages in composite design, engineering and manufacturing to be used in solar/wind hybrid power systems, oil and gas industry pumping and civil engineering and infrastructure products.

Note 2 - Significant and Critical Accounting Policies and Practices

The management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company's financial condition and results and require management's most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company's significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

Basis of Presentation

The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), and with the rules and regulations of the United States Securities and Exchange Commission ("SEC") to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements of the Company for the reporting period ended August 31, 2017 and notes thereto contained in the Company’s Annual Report on Form 10-K.

Note 3 – Going Concern

The Company's financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the financial statements, the Company had an accumulated deficit at November 30, 2017, a net loss, and net cash used in operating activities for the three months then ended. These factors raise substantial doubt about the Company's ability to continue as a going concern. 

The Company is attempting to commence operations and generate sufficient revenue; however, the Company's cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 – Related Party Transactions

Free Office Space

The Company has been provided office space by Michael Winterhalter, Chief Executive Officer, at no cost. Management determined that such cost is nominal and did not recognize the rent expense in its financial statement.

Convertible Note Payable

During the three months ended November 30, 2017, the company issued a convertible promissory note on November 1, 2017 for $10,000 to Michael Winterhalter. The note matures on its third anniversary with interest payable at 8% per annum. The outstanding note and accrued interest convert at the option of the holder or the Company at the volume weighted average price of the common stock for the preceding 10 days, with a conversion floor of $0.10 on the 10-day Volume Weighted Average Price (“VWAP”). The Company evaluated the conversion option of the convertible promissory note for embedded derivatives and beneficial conversion features determining the conversion option to contain neither.

7

Note 5 – Equity

Waived Compensation

The Company and Michael Winterhalter collectively waived payment in the amount of $15,000 for the three months ended November 30, 2017. Waived compensation expense is credited to additional paid in capital contribution.

The Company and Eric Krogius collectively waived payment in the amount of $5,000 for the three months ended November 30, 2017. Waived compensation expense is credited to additional paid in capital contribution.

Note 6 – Notes Receivable and Convertible Note Payable

The Company issued a note receivable on September 28, 2016 in the amount of $10,000 to Black Diamond Bits, LLC. The interest rate is 8% and the principal and interest will be due in its entirety on January 1, 2017 for a total amount of $10,200. As of November 30, 2017 Black Diamond has not consummated the sale of their business, which had been the trigger for Black Diamond Bits, LLC to fully pay their obligation. Two payments have been made to date of $291 and $193 in April and June 2017, respectively. Communications with Black Diamond management indicate repayment of the note may come from sales revenue. Fairwind Energy has sent this note to collections and has reserved against credit losses on the note in the amount of $7,226. This is based on the collection agency’s historically collected rate, average of 85% collections, weighted against management’s estimate.

The Company issued a convertible promissory note on October 1, 2016 to Julie Cameron Down Revocable Trust in the amount of $25,000. The interest rate is 8% and the maturity date is September 30, 2019 in which all outstanding principal together with interest on this note shall be due. The outstanding note and accrued interest convert at the option of the holder or the Company at the volume weighted average price of the common stock for the preceding 10 days (10-day VWAP). On March 1, 2017 this note was amended to introduce a conversion floor of $0.10 on the 10-day VWAP. This amendment extinguished the conditions that generated derivative liabilities related to this note.

Notes Payable consist of the following as of November 30, 2017:

Julie Cameron Down Revocable Trust	$	25,000
Related Party Notes:
William Winterhalter		20,000
Mike Winterhalter		20,000
Mike Winterhalter		10,000
Mike Winterhalter		4,000
Mike Winterhalter		10,000
Mike Winterhalter		10,000
Less current maturities		-
Long-term maturities		99,000
Unamortized Discount		(16,355	)
	$	82,645

Amortization expense in the amount of $5,215 was recorded for the notes payable during the three months ended November 30, 2017.

Maturities of notes payable for each of the fiscal years subsequent to November 30, 2017 are as follows:

2018	$	-
2019		20,000
2020		79,000
	$	99,000

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following information should be read in conjunction with (i) the financial statements of FairWind Energy Inc., a Nevada corporation (the “Company”), and development stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the August 31, 2017 audited financial statements and related notes included in the Company’s Form 10-K, as amended (File No. 000-55383; the “Form 10-K”), as filed with the Securities and Exchange Commission on December 18, 2017. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements

OVERVIEW

The Company was incorporated in the State of Nevada on April 18, 2013 and established a fiscal year end of August 31. It is a development stage company.

Going Concern

To date the Company has little operations or revenues and consequently has incurred recurring losses from operations. No revenues are anticipated until we complete the financing we endeavor to obtain, as described in the Form 10-K, and implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

Our activities have been financed from the proceeds of share subscriptions. From our inception to November 30, 2017, we raised a total of $442,301 from private and public offerings of our common stock, and $99,000 from private offerings of debt in the form of convertible promissory notes.

The Company plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations are based on our interim unaudited consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The preparation of these interim unaudited consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the understanding of our financial results:

Basis of Accounting

The Company’s financial statements are prepared using the accrual method of accounting and are presented in United States Dollars.

9

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with maturities of three months or less to be cash equivalents.

Property and Equipment

Property and equipment are stated at cost. Major repairs and betterments are capitalized and normal maintenance and repairs are charged to expense as incurred. Depreciation is computed by the straight-line method over the estimated useful lives of the related assets. Upon retirement or sale of an asset, the cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.

Fair Value of Financial Instruments

The fair value of cash and cash equivalents and accounts receivable and accounts payable approximates their carrying amount.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

PLAN OF OPERATION

We are a development stage corporation and have not yet generated or realized meaningful revenues from our business. We are involved in the design, engineering and manufacturing of composite products. The initial thrust of our business will be to supply products to the oil and gas industry. These products will include upstream production products such as sucker rods, fracking plugs, casings and other products where high temperature resistance, chemical resistance and a low weight to strength ratio products offer advantages to traditional materials (e.g., steel). If we are able to supply products to the oil and gas industry, then we plan to continue the development and sales of wind and solar hybrid energy systems. These systems also benefit from the use of higher performance materials (composites) and we will intend to incorporate them in product design and development.

Results of Operations

Three-Month Periods Ended November 30, 2017 and 2016

We recorded no revenues for the three months ended November 30, 2017 and 2016.

For the three months ended November 30, 2017, we incurred total operating expenses of $25,681, consisting of professional fees of $5,565, salaries and wages to officers of the Company of $20,000, and general and administrative expenses of $116.

For the three months ended November 30, 2016, we incurred total operating expenses of $91,780, consisting of professional fees of $63,805, salaries and wages to officers of the Company of $20,053, and general and administrative expenses of $7,922.

10

Liquidity and Capital Resources

At November 30, 2017, we had a cash balance of $6,527, and our working capital balance is $1,484. We do not have sufficient cash on hand to complete our plan of operation for the next 12 months. We will need to raise funds to complete our plan of operation and fund our ongoing operational expenses for the next 12 months. Additional funding will likely come from equity financing from the sale of our common stock currently being offered under the Form 10-K. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our development activities and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our development to complete our plan of operation and our business will fail.

Subsequent Events

None through date of this filing.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

ITEM 4. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of November 30, 2017.

There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

11

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

ITEM 1A. RISK FACTORS

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

12

ITEM 6. EXHIBITS.

(a) Exhibits required by Item 601 of Regulation SK.:

Number	Description
3.1.1	Articles of Incorporation (1)
3.2	Bylaws (1)
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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

 _____________

(1) Incorporated by reference to the Registrant’s Form S-1 (File No. 333-194975), filed with the SEC on April 1, 2014.

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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.

	FAIRWIND ENERGY INC.
	(Name of Registrant)
Date: January 16, 2018	By:	/s/ Michael Winterhalter
	Name:	Michael Winterhalter
	Title:	President and Chief Executive Officer, Chief Financial Officer, and Treasurer (principal executive officer, principal accounting officer and principal financial officer)

 14

EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF FAIRWIND ENERGY INC.

I, Michael Winterhalter, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of FairWind Energy Inc.;
2.	Based on my knowledge, this quarterly 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 quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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, 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 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: January 16, 2018	By:	/s/ Michael Winterhalter
		Michael Winterhalter
		President and Chief Executive Officer, Chief Financial Officer, and Treasurer (principal executive officer, principal accounting officer and principal financial officer)

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER OF FAIRWIND ENERGY INC.

I, Michael Winterhalter, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of FairWind Energy Inc.;
2.	Based on my knowledge, this quarterly 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 quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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, 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 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: January 16, 2018	By:	/s/ Michael Winterhalter
		Michael Winterhalter
		President and Chief Executive Officer, Chief Financial Officer, and Treasurer (principal executive officer, principal accounting officer and principal financial officer)

EX-32.1

EXHIBIT 32.1

SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER OF FAIRWIND ENERGY INC.

In connection with the accompanying Quarterly Report on Form 10-Q of FairWind Energy Inc. for the quarter ended November 30, 2017, the undersigned, Michael Winterhalter, Secretary and Treasurer of FairWind Energy Inc., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	such Quarterly Report on Form 10-Q for the quarter ended November 30, 2017 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	the information contained in such Quarterly Report on Form 10-Q for the quarter ended November 30, 2017 fairly presents, in all material respects, the financial condition and results of operations of FairWind Energy Inc.

Date: January 16, 2018	By:	/s/ Michael Winterhalter
		President and Chief Executive Officer, Chief Financial Officer, and Treasurer
		(principal executive officer, principal accounting officer and principal financial officer)

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Document and Entity Information - shares	3 Months Ended
	Nov. 30, 2017	Jan. 12, 2018
Document And Entity Information
Entity Registrant Name	FairWind Energy Inc.
Entity Central Index Key	0001603345
Document Type	10-Q
Document Period End Date	Nov. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--08-31
Is Entity a Well-known Seasoned Issuer	No
Is Entity a Voluntary Filer	No
Is Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		6,017,406
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2018

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Balance Sheets - USD ($)	Nov. 30, 2017	Aug. 31, 2017
Current Assets
Cash	$ 6,527	$ 3,688
Total current assets	6,527	3,688
Note and Accrued Interest Receivable
Note and accrued interest receivable	10,226	10,226
Allowance for doubtful accounts	(7,226)	(7,226)
Note and accrued interest receivable, net	3,000	3,000
Computer Equipment
Computer equipment	1,328	1,328
Accumulated depreciation	(990)	(924)
Computer equipment, net	338	404
Total assets	9,865	7,092
Current Liabilities
Accounts payable - related party	3,202	3,137
Accrued expenses	1,841	1,606
Total current liabilities	5,043	4,743
Long Term Liabilities
Convertible note payable, net of unamortized discount	15,898	13,011
Convertible note payable, related-party, net of unamortized discount	66,747	54,419
Total long term liabilities	82,645	67,430
Total liabilities	87,688	72,173
Stockholders' Deficit
Preferred stock par value $0.001: 25,000,000 shares authorized; 0 issued or outstanding
Common stock par value $0.001: 50,000,000 shares authorized; 6,017,406 and 6,017,406 shares issued and outstanding, respectively	6,017	6,017
Additional paid-in capital	1,057,890	1,037,890
Accumulated deficit	(1,141,730)	(1,108,988)
Total stockholders' deficit	(77,823)	(65,081)
Total liabilities and stockholders' deficit	$ 9,865	$ 7,092

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Balance Sheets (Parenthetical) - $ / shares	Nov. 30, 2017	Aug. 31, 2017
Stockholders' Deficit
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized	25,000,000	25,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	50,000,000	50,000,000
Common stock, issued	6,017,406	6,017,406
Common stock, outstanding	6,017,406	6,017,406

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Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Nov. 30, 2017	Nov. 30, 2016
Operating Expenses
Professional fees	$ 5,565	$ 63,805
Salary and wages - officers	20,000	20,053
General and administrative expenses	116	7,922
Total operating expenses	25,681	91,780
Loss from Operations	(25,681)	(91,780)
Other Expense
Loss on fair value of derivative instruments		36,652
Interest expense, net	7,061	1,811
Other expense, net	7,061	38,463
Loss before Income Tax Provision	(32,742)	(130,243)
Net Loss	$ (32,742)	$ (130,243)
Loss per share - Basic and Diluted	$ (0.01)	$ (0.02)
Weighted average common shares outstanding - Basic and Diluted	6,017,406	6,017,406

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Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Nov. 30, 2017	Nov. 30, 2016
Cash Flows from Operating Activities
Net loss	$ (32,742)	$ (130,243)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilties		36,652
Depreciation expense	66	66
Amortization of debt discount	5,215	1,811
Common shares issued for services and warrant expense		52,149
Changes in operating assets and liabilities:
Accounts payable and accounts payable - related party	65	(939)
Accrued expenses	20,235	20,000
Net Cash Used in Operating Activities	(7,161)	(20,504)
Cash Flows from Investing Activities
Issuance of notes receivable		(10,000)
Net Cash Used in Investing Activities		(10,000)
Cash Flows from Financing Activities
Proceeds from convertible notes payable, related parties	10,000	45,000
Net Cash Provided by Financing Activities	10,000	45,000
Net Change in Cash	2,839	14,496
Cash - beginning of reporting period	3,688	619
Cash - end of reporting period	6,527	15,115
Supplemental disclosure of cash flow information:
Interest paid	1,611
Non Cash Financing and Investing Activities
Capital contribution related to salaries waived	20,000	20,000
Reclassification of tainted warrants to derivative liabilty		87,493
Recognition of derivative discount		$ 31,190

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Organization and Operations

3 Months Ended

Nov. 30, 2017

Notes to Financial Statements

Note 1 - Organization and Operations

FairWind Energy, Inc.

FairWind Energy, Inc. (the "Company", “Fairwind Energy”) was incorporated on April 18, 2013 under the laws of the State of Nevada. The Company engages in composite design, engineering and manufacturing to be used in solar/wind hybrid power systems, oil and gas industry pumping and civil engineering and infrastructure products.

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Significant and Critical Accounting Policies and Practices

3 Months Ended

Nov. 30, 2017

Notes to Financial Statements

Note 2 - Significant and Critical Accounting Policies and Practices

The management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company's financial condition and results and require management's most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company's significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

Basis of Presentation

The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), and with the rules and regulations of the United States Securities and Exchange Commission ("SEC") to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements of the Company for the reporting period ended August 31, 2017 and notes thereto contained in the Company’s Annual Report on Form 10-K.

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Going Concern

3 Months Ended

Nov. 30, 2017

Notes to Financial Statements

Note 3 - Going Concern

The Company's financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the financial statements, the Company had an accumulated deficit at November 30, 2017, a net loss, and net cash used in operating activities for the three months then ended. These factors raise substantial doubt about the Company's ability to continue as a going concern. 

The Company is attempting to commence operations and generate sufficient revenue; however, the Company's cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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Related Party Transactions

3 Months Ended

Nov. 30, 2017

Notes to Financial Statements

Note 4 - Related Party Transactions

Free Office Space

The Company has been provided office space by Michael Winterhalter, Chief Executive Officer, at no cost. Management determined that such cost is nominal and did not recognize the rent expense in its financial statement.

Convertible Note Payable

During the three months ended November 30, 2017, the company issued a convertible promissory note on November 1, 2017 for $10,000 to Michael Winterhalter. The note matures on its third anniversary with interest payable at 8% per annum. The outstanding note and accrued interest convert at the option of the holder or the Company at the volume weighted average price of the common stock for the preceding 10 days, with a conversion floor of $0.10 on the 10-day Volume Weighted Average Price (“VWAP”). The Company evaluated the conversion option of the convertible promissory note for embedded derivatives and beneficial conversion features determining the conversion option to contain neither.

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Equity

3 Months Ended

Nov. 30, 2017

Notes to Financial Statements

Note 5 - Equity

Waived Compensation

The Company and Michael Winterhalter collectively waived payment in the amount of $15,000 for the three months ended November 30, 2017. Waived compensation expense is credited to additional paid in capital contribution.

The Company and Eric Krogius collectively waived payment in the amount of $5,000 for the three months ended November 30, 2017. Waived compensation expense is credited to additional paid in capital contribution.

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Notes Receivable and Convertible Note Payable

3 Months Ended

Nov. 30, 2017

Notes to Financial Statements

Note 6 - Notes Receivable and Convertible Note Payable

The Company issued a note receivable on September 28, 2016 in the amount of $10,000 to Black Diamond Bits, LLC. The interest rate is 8% and the principal and interest will be due in its entirety on January 1, 2017 for a total amount of $10,200. As of November 30, 2017 Black Diamond has not consummated the sale of their business, which had been the trigger for Black Diamond Bits, LLC to fully pay their obligation. Two payments have been made to date of $291 and $193 in April and June 2017, respectively. Communications with Black Diamond management indicate repayment of the note may come from sales revenue. Fairwind Energy has sent this note to collections and has reserved against credit losses on the note in the amount of $7,226. This is based on the collection agency’s historically collected rate, average of 85% collections, weighted against management’s estimate.

The Company issued a convertible promissory note on October 1, 2016 to Julie Cameron Down Revocable Trust in the amount of $25,000. The interest rate is 8% and the maturity date is September 30, 2019 in which all outstanding principal together with interest on this note shall be due. The outstanding note and accrued interest convert at the option of the holder or the Company at the volume weighted average price of the common stock for the preceding 10 days (10-day VWAP). On March 1, 2017 this note was amended to introduce a conversion floor of $0.10 on the 10-day VWAP. This amendment extinguished the conditions that generated derivative liabilities related to this note.

Notes Payable consist of the following as of November 30, 2017:

Julie Cameron Down Revocable Trust	$	25,000
Related Party Notes:
William Winterhalter		20,000
Mike Winterhalter		20,000
Mike Winterhalter		10,000
Mike Winterhalter		4,000
Mike Winterhalter		10,000
Mike Winterhalter		10,000
Less current maturities		-
Long-term maturities		99,000
Unamortized Discount		(16,355	)
	$	82,645

Amortization expense in the amount of $5,215 was recorded for the notes payable during the three months ended November 30, 2017.

Maturities of notes payable for each of the fiscal years subsequent to November 30, 2017 are as follows:

2018	$	-
2019		20,000
2020		79,000
	$	99,000

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Significant and Critical Accounting Policies and Practices (Policies)

3 Months Ended

Nov. 30, 2017

Significant And Critical Accounting Policies And Practices Policies

Basis of Presentation

The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), and with the rules and regulations of the United States Securities and Exchange Commission ("SEC") to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements of the Company for the reporting period ended August 31, 2017 and notes thereto contained in the Company’s Annual Report on Form 10-K.

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Notes Receivable and Convertible Note Payable (Tables)

3 Months Ended

Nov. 30, 2017

Notes Receivable And Convertible Note Payable Tables

Notes Payable

Notes Payable consist of the following as of November 30, 2017:

Julie Cameron Down Revocable Trust	$	25,000
Related Party Notes:
William Winterhalter		20,000
Mike Winterhalter		20,000
Mike Winterhalter		10,000
Mike Winterhalter		4,000
Mike Winterhalter		10,000
Mike Winterhalter		10,000
Less current maturities		-
Long-term maturities		99,000
Unamortized Discount		(16,355	)
	$	82,645

Subsequent of notes payable

Maturities of notes payable for each of the fiscal years subsequent to November 30, 2017 are as follows:

2018	$	-
2019		20,000
2020		79,000
	$	99,000

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Organization and Operations (Details Narrative)	3 Months Ended
	Nov. 30, 2017
Organization And Operations Details Narrative
State of incorporation	State of Nevada
Date of incorporation	Apr. 18, 2013

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Related Party Transactions (Details Narrative) - Convertible Note Payable [Member]	Nov. 01, 2017 USD ($) d $ / shares
Convertible promissory note | $	$ 10,000
Interest rate	8.00%
Number of days | d	10
Conversion price | $ / shares	$ 0.10

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Equity (Details Narrative)	3 Months Ended
	Nov. 30, 2017 USD ($)
Company and Eric Krogius [Member]
Waived payment	$ 5,000
Company and Michael Winterhalter [Member]
Waived payment	$ 15,000

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Notes Receivable and Convertible Note Payable (Details) - USD ($)	Nov. 30, 2017	Aug. 31, 2017
Less current maturities
Long-term maturities	99,000
Unamortized Discount	(16,355)
Notes Payable	82,645	$ 67,430
Julie Cameron Down Revocable Trust [Member]
Notes Payable	25,000
William Winterhalter [Member]
Notes Payable	20,000
Mike Winterhalter [Member]
Notes Payable	20,000
Mike Winterhalter One [Member]
Notes Payable	10,000
Mike Winterhalter Two [Member]
Notes Payable	4,000
Mike Winterhalter Three [Member]
Notes Payable	10,000
Mike Winterhalter Four [Member]
Notes Payable	$ 10,000

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Notes Receivable and Convertible Note Payable (Details 1)	Nov. 30, 2017 USD ($)
Notes Receivable And Convertible Note Payable Details 1
2018
2019	20,000
2020	79,000
Notes Payable	$ 99,000

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Notes Receivable and Convertible Note Payable (Details Narrative)		1 Months Ended			3 Months Ended
	Oct. 01, 2016 USD ($) d	Jun. 30, 2017 USD ($)	Apr. 30, 2017 USD ($)	Sep. 28, 2016 USD ($)	Nov. 30, 2017 USD ($) $ / shares	Nov. 30, 2016 USD ($)
Amortization expense					$ 5,215	$ 1,811
Collection Agency’s [Member]
Average collection rate of doubtful accounts					85.00%
Allowance for doubtful accounts					$ 7,226
Julie Cameron Down [Member]
Convertible promissory note	$ 25,000
Interest rate	8.00%
Debt Instrument Maturity Date	Sep. 30, 2019
Number of days | d	10
Julie Cameron Down [Member] | March 1, 2017 [Member]
Conversion price | $ / shares					$ 0.10
Black Diamond Bits, LLC [Member]
Convertible promissory note				$ 10,000
Interest rate				8.00%
Principal amount				$ 10,200
Debt Instrument Maturity Date				Jan. 01, 2017
Repayment of the Debt		$ 193	$ 291