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., 6th 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

N/A

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

q

Accelerated filer

q

Non-accelerated filer

x

Smaller reporting company

x

Emerging growth company

x


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 13th 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



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