UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SUPER 10-K /A
(Amendment No. 1)
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal years ended: December 31, 2012, 2013, & 2014
Commission File Number: 333-62588
FIRST NATIONAL ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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Nevada
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66-0349372
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(State of other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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44 Greystone Crescent, Georgetown, Ontario Canada L7G 1G9
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (416) 918-6987
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o
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 þ No o
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 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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 þ
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 the 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. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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þ
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As of November 10, 2015, the aggregate market value of the voting and non-voting common equity of the registrant held by non-affiliates of the registrant was $79,892,182 based on the latest transaction price as reported on the OTC Bulletin Board on such date. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purposes.
The number of shares of the registrant's common stock outstanding on December 31, 2014, was 99,865,228.
DOCUMENTS INCORPORATED BY REFERENCE
[NONE]
Explanatory Note
The purpose of the Amendment No. 1 on Form 10–K/A to First National Energy Corp. Annual Report of Form 10–K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on November 13, 2015 (the “Form 10–K”), is solely to furnish Exhibit 101 to the Form 10–K in accordance with Rule 405 of Regulation S–T.
No other changes have been made to the Form 10–K. This Amendment No. 1 speaks as of the original filing date of the Form 10–K, 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 original Form 10–K.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
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Exhibit No.
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Document
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Location
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31.1
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Sect. 302 Certification
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Included
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31.2
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Sect. 302 Certification
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Included
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32.1
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Sect. 906 Certification
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Included
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32.2
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Sect. 906 Certification
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Included
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Schema Document
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101.CAL*
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XBRL Calculation Document
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101.DEF*
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XBRL Definition Document
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101.LAB*
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XBRL Label Linkbase Document
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101.PRE*
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XBRL Presentation Linkbase Document
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act, the registrant has duly caused this annual report on Form 10-K /A to be signed on its behalf by the undersigned, thereunto duly authorized.
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Registrant:
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FIRST NATIONAL ENERGY CORPORATION
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Date: November 24 , 2015
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By:
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/s/ Gregory Sheller
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/s/ Gregory Sheller
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Gregory Sheller
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Chief Executive Officer
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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.
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Date: November 24 , 2015
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By:
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/s/ Gregory Sheller
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Gregory Sheller
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Chief Executive Officer
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Date: November 24 , 2015
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By:
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/s/ Peter Wanner
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Peter Wanner
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Chief Financial Officer
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Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Gregory Sheller, Chief Executive Officer of First National Energy Corporation, certify that:
1. I have reviewed this annual report on Form 10-K /A of First National Energy Corporation;
2. Based on my knowledge, this annual 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. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 amended report my 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 fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on my 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 (such material weakness consisting of inadequate staffing within the accounting operations of the registrant, which prevents it from segregating duties within its internal control system, thereby exposing the registrant to the risk of untimely identification and resolution of accounting and disclosure matters or a failure to perform timely and effective reviews); 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.
c) In the course of making my assessment of the effectiveness of internal controls over financial reporting, I identified one material weakness in the registrant's internal control over financial reporting. This material weakness consisted of inadequate staffing within the accounting operations of the registrant. The small number of employees who are responsible for accounting functions (more specifically, one) prevents the registrant from segregating duties within its internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. Accordingly, the registrant's internal controls over financial reporting were not effective as of December 31, 2014.
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Date: November 24 , 2015
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By:
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/s/ Gregory Sheller
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Gregory Sheller
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Chief Executive Officer
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Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Peter Wanner, Chief Financial Officer of First National Energy Corporation, certify that:
1. I have reviewed this annual report on Form 10-K /A of First National Energy Corporation;
2. Based on my knowledge, this annual 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. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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 fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on my 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.
c) In the course of making my assessment of the effectiveness of internal controls over financial reporting, I identified one material weakness in the registrant's internal control over financial reporting. This material weakness consisted of inadequate staffing within the accounting operations of the registrant. The small number of employees who are responsible for accounting functions (more specifically, one) prevents the registrant from segregating duties within its internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. Accordingly, the registrant's internal controls over financial reporting were not effective as of December 31, 2014.
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Date: November 24 , 2015
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By:
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/s/ Peter Wanner
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Peter Wanner
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Chief Financial Officer
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Exhibit 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Annual Report (the "Annual Report") on Form 10-K /A of First National Energy Corporation, a Nevada corporation (the "Registrant"), for the years ending December 31, 2014, 2013,and 2012, as filed with the Securities and Exchange Commission on this date, I, Peter Wanner, as Chief Financial Officer of the Registrant, 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) The Annual 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 Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
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Date: November 24 , 2015
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By:
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/s/ Gregory Sheller
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Gregory Sheller
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Chief Executive Officer
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This certification accompanies each Annual Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Annual Report (the "Annual Report") on Form 10-K /A of First National Energy Corporation, a Nevada corporation (the "Registrant"), for the years ending December 31, 2014, 2013,and 2012, as filed with the Securities and Exchange Commission on this date, I, Peter Wanner, as Chief Financial Officer of the Registrant, 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) The Annual 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 Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
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Date: November 24 , 2015
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By:
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/s/ Peter Wanner
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Peter Wanner
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Chief Financial Officer
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This certification accompanies each Annual Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.
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