As filed with the Securities and Exchange Commission on April 15, 2013
Registration No. 333-185176
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ONEPOWER SYSTEMS LTD.
(Exact name of registrant as specified in its charter)
Nevada 00-0000000
(State or other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Code Number) Identification Number)
Ain El-Mraisseh
73 Bliss Street, Qoreitem Bldg, 3rd floor
Beirut-Lebanon
Telephone: 1-866-906-7983
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Agent for Service:
Soha Hamdan
Ain El-Mraisseh
73 Bliss Street, Qoreitem Bldg, 3rd floor
Beirut-Lebanon
Telephone: 1-866-906-7983
Facsimile: 1-866-906-7983
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
==========================================================================================================
Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount of Shares to Offering Price Aggregate Amount of
To be Registered be Registered Per Share(1) Offering Price(1) Registration Fee
----------------------------------------------------------------------------------------------------------
Shares of common stock
($0.001 par value), to
be registered by issuer 10,000,000 shares $0.055 $ 550,000 $ 75.02
----------------------------------------------------------------------------------------------------------
Shares of common stock
($0.001 par value), to
be registered by selling
shareholders 15,000,000 shares $0.055 $ 825,000 $112.53
----------------------------------------------------------------------------------------------------------
Total -- -- $1,375,000 $187.55
==========================================================================================================
[1] Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based on a bona fide estimate of the
maximum offering price.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING SHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION
DATED ___________, 2013
PROSPECTUS
ONEPOWER SYSTEMS LTD.
10,000,000 SHARES OF COMMON STOCK
AND
15,000,000 SHARES OF COMMON STOCK
OnePower Systems Ltd. ("ONEPOWER") is offering up to 10,000,000 shares of common
stock on a self underwritten basis. The offering price is $0.055 per share and
the maximum amount to be raised is $550,000. OnePower intends to offer up to a
maximum of 10,000,000 shares through its sole officer and director to investors,
outside the United States. There will be no underwriter or broker/dealer
involved in the transaction and there will be no commissions paid to any
individuals from the proceeds of this sale.
The offering by OnePower is the initial public filing of OnePower's shares of
common stock and is being conducted on a best efforts basis. There is no minimum
number of shares required to be sold by OnePower. All proceeds from the sale of
these shares will be delivered directly to OnePower and will not be deposited in
any escrow account. If the entire 10,000,000 shares of common stock are sold,
OnePower will receive gross proceeds of $550,000 before expenses of
approximately $34,000. OnePower plans to complete or terminate this offering by
June 1, 2014. No assurance can be given on the number of shares OnePower will
sell or even if OnePower will be able to sell any shares.
In addition, the selling shareholders of OnePower named in this prospectus are
offering to sell up to 15 million shares of OnePower's common stock held by
them. OnePower will not receive any proceeds from the sale of the shares of
common stock being offered by the selling shareholders. However, OnePower will
pay for the expenses of this offering and the selling shareholders' offering,
except for any selling shareholder's legal or accounting costs or commissions.
OnePower is a startup company, with its operations located in Lebanon that
intends to develop an electronic bill delivery and payment system (the "OP
SYSTEM") that will be designed with the intent to provide Middle Eastern utility
companies with the ability to present bills and receive payment electronically.
As of the effective date of this prospectus OnePower has not conducted any
business operations nor generated any revenues.
OnePower's shares of common stock are not quoted on any national securities
exchange. The selling shareholders are required to sell OnePower's shares at
$0.055 per share until OnePower's shares are quoted on the Over-the-Counter
Bulletin Board, and thereafter at prevailing market prices or privately
negotiated prices.
OnePower is an "emerging growth company" under the federal securities laws and
as a result will be subject to less stringent public company reporting
requirements.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON
PAGE 7 FOR A DISCUSSION OF CERTAIN RISK FACTORS AND UNCERTAINTIES YOU SHOULD
CAREFULLY CONSIDER BEFORE MAKING A DECISION TO PURCHASE ANY SHARES OF ONEPOWER'S
COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
TABLE OF CONTENTS
Page
----
Prospectus Summary......................................................... 3
Risk Factors............................................................... 5
Use of Proceeds............................................................ 10
Determination of Offering Price............................................ 11
Dilution................................................................... 12
Selling Security Holders................................................... 13
Plan of Distribution....................................................... 14
Description of Securities to be Registered................................. 17
Interests of Named Experts and Counsel..................................... 18
Description of Business.................................................... 19
Description of Property.................................................... 27
Legal Proceedings.......................................................... 27
SEC Filings................................................................ 27
Market for Common Equity and Related Stock Matters......................... 27
Management Discussion and Analysis of Financial Condition.................. 29
Changes in Disagreements With Accountants on Accounting and
Financial Disclosure....................................................... 32
Directors, Officers, Promoters, and Control Persons........................ 32
Executive Compensation..................................................... 33
Security Ownership of Certain Beneficial Owners and Management............. 34
Transactions with Related Persons, Promoters, and Certain Control Persons.. 35
Disclosure of Commission Position of Indemnification for Securities
Act Liabilities............................................................ 36
Financial Statements....................................................... F-1
November 30, 2012 audited financial statements........................... F-1
February 28, 2013 unaudited financial statements......................... F-12
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. ONEPOWER
HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. THE SELLING SHAREHOLDERS ARE OFFERING TO SELL
SHARES OF ONEPOWER'S COMMON STOCK AND SEEKING OFFERS TO BUY SHARES OF ONEPOWER'S
COMMON STOCK ONLY IN JURISDICTIONS WHERE SUCH OFFERS AND SALES ARE PERMITTED.
YOU SHOULD ASSUME THAT THE INFORMATION APPEARING IN THIS PROSPECTUS IS ACCURATE
ONLY AS OF THE DATE ON THE FRONT COVER OF THIS PROSPECTUS. ONEPOWER'S BUSINESS,
FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE
THAT DATE.
2
PROSPECTUS SUMMARY
The following summary is a shortened version of more detailed information,
exhibits and financial statements appearing elsewhere in this prospectus.
Prospective investors are urged to read this prospectus in its entirety.
OnePower is a startup company, with its operations located in Lebanon, engaged
in the development of an electronic bill delivery and payment system (the "OP
SYSTEM") that will be designed with the intent to provide Middle Eastern utility
companies with the ability to present bills and receive payment electronically.
OnePower's mission is to become the leading provider of electronic bill delivery
and payment services for all business-to-consumer transactions within the
utility industry.
OnePower plans to use the proceeds its raises from its offering to develop the
OP Systems, establish a partnership with a target Middle Eastern utility
company, market the OP System and its business, and sign up Middle Eastern
utility companies to use the OP System. OnePower will not receive the entire
$550,000 in gross proceeds unless the maximum number of shares is sold.
To date OnePower has raised $17,000 via offerings completed between April 2010
and October 2010. The following table summarizes the date of offering, the price
per share paid, the number of shares sold, and the amount raised for these two
offerings.
Closing Date Price Per Number of
of Offering Share Paid Shares Sold Amount Raised
----------- ---------- ----------- -------------
April 1, 2010 $0.001 2,000,000 $ 2,000
October 15, 2010 $0.001 15,000,000 $15,000
OnePower has no revenues, has achieved losses since inception, has no
operations, has been issued a going concern opinion by its auditor and relies
upon the sale of its shares of common stock to fund its operations.
NAME, ADDRESS, AND TELEPHONE NUMBER OF REGISTRANT
OnePower Systems Ltd.
Ain El-Mraisseh
73 Bliss Street, Qoreitem Bldg, 3rd Floor
Beirut - Lebanon
Telephone: (866) 906-7983
Facsimile: (866) 906-7983
3
THE OFFERING
The following is a brief summary of this offering.
Securities being offered to new
and current investors: Up to a maximum of 10,000,000 shares of common
stock with no minimum purchase.
Securities being offered by
selling shareholders: 15,000,000 shares of common stock (These
shares are being registered by OnePower for
resale on behalf of existing shareholders.)
Offering price: $0.055
Offering period: The shares are being offered until June 1,
2014.
Net proceeds to OnePower: Up to a maximum of $516,000 (if all 10,000,000
shares offered by OnePower are sold).
Use of proceeds: Develop and market products and systems, set
up business operations, obtain required
licenses and permits, and establish a customer
list.
Number of shares outstanding
before the offering: 17,000,000
Number of shares outstanding
after the offering: 27,000,000
SUMMARY FINANCIAL INFORMATION
The tables and information below are derived from OnePower's audited financial
statements for the years ended November 30, 2012 and November 30, 2011 and its
unaudited financial statements for the three month period ended February 28,
2013, respectively. OnePower had a working capital deficit of $(4881) as at
November 30, 2012 and $(8,937) as at February 28, 2013.
FINANCIAL SUMMARY
November 30, November 30, February 28, February 28,
2012 2011 2012 2011
-------- -------- -------- --------
$ $ $ $
Cash 9,141 12,476 6,822 12,314
Total Assets 9,141 12,476 6,822 12,314
Total Liabilities 14,022 6,412 15,759 7,045
Total Stockholder's Equity (Deficit) (4,881) 6,064 (8,937) 5,269
STATEMENT OF OPERATIONS
Accumulated From For the Three For the
August 28, 2009 Month Period For the Three Month
(Date of Inception) to Ended year ended Period Ended
February 28, February 28, November 30, February 28,
2013 2013 2012 2012
-------- -------- -------- --------
$ $ $ $
Revenue -- -- -- --
Net Loss For the Period (25,937) (4,056) (10,945) (796)
Net Loss per Share (0.00) (0.00) (0.00) (0.00)
The book value of OnePower's outstanding common stock was $0.00 per share as at
April 1, 2013.
4
RISK FACTORS
An investment in the common stock of OnePower involves a number of very
significant risks. You should carefully consider the following known material
risks and uncertainties in addition to other information in this prospectus in
evaluating OnePower and its business before purchasing shares of Onepower`s
common stock. OnePower's business, operating results and financial condition
could be seriously harmed due to any of the following known material risks. You
could lose all or part of your investment due to any of these risks.
RISKS ASSOCIATED WITH ONEPOWER'S BUSINESS:
1. BECAUSE ONEPOWER HAS ONLY RECENTLY COMMENCED BUSINESS OPERATIONS, ONEPOWER
FACES A HIGH RISK OF BUSINESS FAILURE AND THIS COULD RESULT IN A TOTAL LOSS
OF YOUR INVESTMENT.
OnePower has recently begun the initial phases of its plan of operations, and
thus has no way to evaluate the likelihood whether OnePower will be able to
operate its business successfully. OnePower was incorporated on August 28, 2009
and to date has been involved primarily in organizational activities, obtaining
financing and market research. OnePower has not earned any revenues and OnePower
has never achieved profitability as of the date of this prospectus. Potential
investors should be aware of the difficulties normally encountered by new
companies and the high rate of failure of such enterprises. The likelihood of
success must be considered in the light of problems, expenses, difficulties,
complications and delays encountered in connection with the start-up business
that OnePower plans to undertake. These potential problems include, but are not
limited to, unanticipated problems relating to start-up and additional costs and
expenses that may exceed current estimates. OnePower has no history upon which
to base any assumption as to the likelihood that its business will prove
successful, and OnePower can provide no assurance to investors that OnePower
will generate any operating revenues or ever achieve profitable operations. If
OnePower is unsuccessful in addressing these risks its business will likely fail
and you will lose your entire investment in this offering.
2. ONEPOWER DOES NOT HAVE SUFFICIENT FUNDS TO COMPLETE EACH PHASE OF ITS
PROPOSED PLAN OF OPERATION AND AS A RESULT MAY HAVE TO SUSPEND OPERATIONS.
Each of the phases of OnePower's plan of operation is limited and restricted by
the amount of working capital that OnePower has and is able to raise from
financings and generate from business operations. OnePower currently does not
have sufficient funds to complete each phase of its proposed plan of operation
or to satisfy its cash requirements for the next 12 months. Management
anticipates that OnePower will require a minimum of $396,000 of working capital
to conduct its proposed business operations for the next 12 months. As of
February 28, 2013, OnePower had $6,822 in cash. Without additional funding,
management expects that OnePower will only be able to conduct its plan of
operations for the next two months using its currently available working
capital. As a result, OnePower may have to suspend or cease its operations on
one or more phases of its proposed plan of operation.
Until OnePower is able to generate any consistent and significant revenue it
will be required to raise the required funds by way of equity or debt financing.
OnePower intends to finance its plan of operation initially with equity
financing, private loans, if required, and then with revenues generated from its
business operations. Currently, OnePower does not have any loan arrangement or
binding commitment with its sole director and officer, Soha Hamdan, for funding.
If OnePower cannot raise the funds necessary to proceed it may have to suspend
operations until it has sufficient capital.
3. ONEPOWER'S AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT ONEPOWER'S
ABILITY TO CONTINUE AS A GOING CONCERN.
The accompanying financial statements have been prepared assuming that OnePower
will continue as a going concern. As discussed in Note 3 to the financial
statements, OnePower was incorporated on August 28, 2009, and does not have a
history of earnings, and as a result, OnePower's auditor has expressed
substantial doubt about the ability of OnePower to continue as a going concern.
Continued operations are dependent on OnePower's ability to complete equity or
debt financings or generate profitable operations. Such financings may not be
available or may not be available on reasonable terms. OnePower's financial
statements do not include any adjustments that may result from the outcome of
this uncertainty.
4. BECAUSE ONEPOWER HAS ONLY RECENTLY COMMENCED BUSINESS OPERATIONS, ONEPOWER
EXPECTS TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.
OnePower has never earned any revenue and OnePower has never been profitable.
Prior to completing its plan of operations, OnePower may incur increased
operating expenses without realizing any revenues from its business operation.
This could cause OnePower to fail in its business operations and you will lose
your entire investment in this offering.
5. ONEPOWER MAY NOT GENERATE ANY REVENUES UNTIL IT DEVELOPS THE OP SYSTEM AND
SIGNS UP CLIENTS.
Until OnePower completes its plan of operation, including the development of the
OP System, the identification of viable target markets with potential clients,
and the marketing of its business, OnePower will not be able to sell the OP
System to clients. Any revenue to be generated by OnePower will be derived
almost exclusively from fees for setting up and using the OP System. If OnePower
5
is unable to complete its plan of operation and become a revenue generating
entity, OnePower's financial results could be adversely affected.
6. ONEPOWER'S SUCCESS WILL DEPEND, IN PART, ON THE QUALITY AND SECURITY OF THE
SYSTEMS IT DEVELOPS, SELLS AND DELIVERS TO ITS CLIENTS.
OnePower's success depends, in part, on the quality and security of the OP
System and service delivered to its clients. If the OP System is found to be
defective or unsecure, or if it otherwise fails to meet OnePower's clients'
standards, OnePower's relationship with its client could suffer, OnePower could
lose market share, and OnePower could become subject to liability claims, any of
which could result in a material adverse effect on OnePower's business, results
of operations, and financial condition.
Additionally, if defects in the security of the OP System is not discovered
until after the OP System is purchased and installed, OnePower's clients could
lose confidence in the technical attributes of the OP System and, as a result,
OnePower's operations could suffer and its business may be harmed.
7. ONEPOWER IS AN "EMERGING GROWTH COMPANY", AND CANNOT BE CERTAIN IF THE
REDUCED REPORTING REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL
MAKE ITS SHARES OF COMMON STOCK LESS ATTRACTIVE TO INVESTORS.
OnePower is and will remain an "emerging growth company" until the earliest to
occur of (a) the last day of the fiscal year during which its total annual
revenues equal or exceed $1 billion (subject to adjustment for inflation), (b)
the last day of the fiscal year following the fifth anniversary of its initial
public offering, (c) the date on which OnePower has, during the previous
three-year period, issued more than $1 billion in non-convertible debt
securities, or (d) the date on which OnePower is deemed a "large accelerated
filer" (with at least $700 million in public float) under the Securities and
Exchange Act of 1934 (the "EXCHANGE ACT"). For so long as OnePower remains an
"emerging growth company" as defined in the JOBS Act, it may take advantage of
certain exemptions from various reporting requirements that are applicable to
other public companies that are not "emerging growth companies" as described in
further detail in the risk factors below. OnePower cannot predict if investors
will find its shares of common stock less attractive because OnePower will rely
on some or all of these exemptions. If some investors find OnePower's shares of
common stock less attractive as a result, there may be a less active trading
market for its shares of common stock and its stock price may be more volatile.
If OnePower avails itself of certain exemptions from various reporting
requirements, its reduced disclosure may make it more difficult for investors
and securities analysts to evaluate OnePower and may result in less investor
confidence.
The recently enacted JOBS Act is intended to reduce the regulatory burden on
"emerging growth companies". OnePower meets the definition of an "emerging
growth company" and so long as it qualifies as an "emerging growth company," it
will, among other things.
- be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley
Act requiring that its independent registered public accounting firm
provide an attestation report on the effectiveness of its internal
control over financial reporting;
- be exempt from the `say on pay" provisions (requiring a non-binding
shareholder vote to approve compensation of certain executive
officers) and the "say on golden parachute" provisions (requiring a
non-binding shareholder vote to approve golden parachute arrangements
for certain executive officers in connection with mergers and certain
other business combinations) of The Dodd-Frank Wall Street Reform and
Consumer Protection Act (Dodd-Frank Act) and certain disclosure
requirements of the Dodd-Frank Act relating to compensation of Chief
Executive Officers;
- be permitted to omit the detailed compensation discussion and analysis
from proxy statements and reports filed under the Exchange Act and
instead provide a reduced level of disclosure concerning executive
compensation; and
- be exempt from any rules that may be adopted by the PCAOB requiring
mandatory audit firm rotation or a supplement to the auditor's report
on the financial statements.
In addition, Section 107 of the JOBS Act also provides that an "emerging growth
company" can take advantage of the extended transition period provided in
Section 7(a)(2)(B) of the Securities Act for complying with new or revised
accounting standards. In other words, an "emerging growth company" can delay the
adoption of certain accounting standards until those standards would otherwise
apply to private companies. However, OnePower is choosing to "opt out" of such
extended transition period, and as a result, OnePower will comply with new or
revised accounting standards on the relevant dates on which adoption of such
standards is required for non-emerging growth companies. Section 107 of the JOBS
Act provides that its decision to opt out of the extended transition period for
complying with new or revised accounting standards is irrevocable.
Notwithstanding the above, OnePower is also currently a "smaller reporting
company", meaning that it is not an investment company, an asset-backed issuer,
nor a majority-owned subsidiary of a parent company that is not a smaller
reporting company, and has a public float of less than $75 million and annual
revenues of less than $50 million during the most recently completed fiscal
year. If OnePower is still considered a "smaller reporting company", at such
time are it ceases to be an "emerging growth company", the disclosure OnePower
will be required to provide in its SEC filings will increase, but will still be
less than it would be if OnePower were not considered either an "emerging growth
company" or a "smaller reporting company". Specifically, similar to "emerging
6
growth companies", "smaller reporting companies" are able to provide simplified
executive compensation disclosures in their filings; are exempt from the
provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that
independent registered public accounting firms provide an attestation report on
the effectiveness of internal control over financial reporting; are not required
to conduct say-on-pay and frequency votes until annual meetings occurring on or
after January 21, 2013; and have certain other decreased disclosure obligations
in their SEC filings, including, among other things, only being required to
provide two years of audited financial statements in annual reports. Decreased
disclosures in its SEC filings due to its status as an "emerging growth company"
or "smaller reporting company" may make it harder for investors to analyze
OnePower's results of operations and financial prospects.
RISKS ASSOCIATED WITH ONEPOWER'S INDUSTRY:
8. ONEPOWER FACES COMPETITION IN THE ELECTRONIC BILL PRESENTMENT AND PAYMENT
INDUSTRY AND FAILURE TO SUCCESSFULLY COMPETE IN THE INDUSTRY WITH
ESTABLISHED COMPANIES MAY RESULT IN ONEPOWER'S INABILITY TO CONTINUE WITH
ITS BUSINESS OPERATIONS.
There are other companies that provide similar services. Management expects
competition in this market to increase significantly as new companies enter the
market and current competitors expand their services and target markets.
OnePower's competitors may develop or offer technology or systems that are
better than OnePower's or that achieve greater market acceptance. It is also
possible that new competitors may emerge and acquire significant market share.
Competitive pressures created by any one or more of these competitors could have
a negative impact on OnePower's business, results of operations or financial
condition, and as a result, OnePower may not be able to continue with its
business operations. In addition, if OnePower is unable to develop and introduce
new or enhanced systems or services quickly enough to respond to market or user
requirements or to comply with emerging industry standards, or if its systems do
not achieve market acceptance, OnePower may not be able to compete effectively.
RISKS ASSOCIATED WITH ONEPOWER:
9. ONEPOWER'S SOLE OFFICER AND DIRECTOR RESIDES OUTSIDE OF THE UNITED STATES,
AND AS A RESULT IT MAY BE DIFFICULT FOR A SHAREHOLDER TO ENFORCE THEIR
RIGHTS AGAINST HIM OR ENFORCE UNITED STATES COURT JUDGMENTS AGAINST HER IN
LEBANON.
OnePower's sole director and officer, Soha Hamdan, resides in Lebanon and
substantially all of OnePower's assets may be located in Lebanon. As a result,
it may be difficult for United States investors to enforce their legal rights,
to effect service of process upon Soha Hamdan or to enforce judgments of United
States courts predicated upon civil liabilities and criminal penalties of
OnePower's directors and officers under federal securities laws. Further, it is
unclear if extradition treaties now in effect between the United States and
Lebanon would permit effective enforcement of criminal penalties of the federal
securities laws.
10. IF ONEPOWER FAILS TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS,
ONEPOWER MAY NOT BE ABLE TO ACCURATELY REPORT ITS FINANCIAL RESULTS OR TO
PREVENT FRAUD.
The United States Securities and Exchange Commission, as required by Section 404
of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company
to include a management report on such company's internal controls over
financial reporting in its annual report, which contains management's assessment
of the effectiveness of OnePower's internal controls over financial reporting.
At the time OnePower becomes a public company it will have these internal
controls in place and effective. However, as a result of OnePower only having
one executive officer and, OnePower may have difficulty in implementing its
internal controls over its financial reporting. Furthermore, during the course
of the evaluation, documentation and attestation, OnePower may identify
deficiencies that management may not be able to remedy in time to meet the
deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements
of Section 404. If OnePower fails to achieve and maintain the adequacy of its
internal controls, OnePower may not be able to conclude that it has effective
internal controls, on an ongoing basis, over financial reporting in accordance
with the Sarbanes-Oxley Act. Moreover, effective internal controls are necessary
for OnePower to produce reliable financial reports and are important to help
prevent fraud. As a result, OnePower's failure to achieve and maintain effective
internal controls over financial reporting could result in the loss of investor
confidence in the reliability of its financial statements, which in turn could
harm its business and negatively impact the trading price of its shares of
common stock.
11. ONEPOWER'S MANAGEMENT LACKS ANY FORMAL TRAINING OR EXPERIENCE IN OPERATING
AN ELECTRONIC BILL PRESENTMENT AND PAYMENT COMPANY, AND AS A RESULT
MANAGEMENT MAY MAKE MISTAKES, WHICH COULD HAVE A NEGATIVE IMPACT ON
ONEPOWER'S BUSINESS OPERATIONS.
OnePower's management is inexperienced in operating an electronic bill
presentment and payment business. OnePower's sole officer and director, Soha
Hamdan, has no direct training or experience in these areas and as a result may
not be fully aware of all of the specific requirements related to working within
this industry. Management's decisions and choices may not take into account
standard managerial approaches electronic bill presentment and payment companies
commonly use. Consequently, OnePower's operations, earnings, and ultimate
financial success could suffer irreparable harm due to management's lack of
experience in this industry. As a result, OnePower may have to suspend or cease
operations and OnePower's business operations may be negatively impacted.
7
Key personnel represent a significant asset, and the competition for these
personnel is intense in the industry. OnePower may have particular difficulty
attracting and retaining key personnel in initial phases of its plan of
operation. OnePower does not maintain key person life insurance on any of its
personnel. The loss of one or more of its key employees or its inability to
attract, retain and motivate qualified personnel could negatively impact
OnePower's ability to complete its plan of operation.
12. IF ONEPOWER IS UNABLE TO ATTRACT OR RETAIN KEY PERSONNEL NECESSARY FOR THE
IMPLEMENTATION OF ITS BUSINESS OPERATIONS, ONEPOWER'S PLAN OF OPERATION MAY
BE NEGATIVELY IMPACTED.
OnePower's future success depends largely upon the continued service of its sole
director and officer and other key personnel. OnePower's success also depends on
its ability to continue to attract, retain and motivate qualified personnel. Key
personnel represent a significant asset, and the competition for these personnel
is intense in the industry. OnePower may have particular difficulty attracting
and retaining key personnel in initial phases of its plan of operation. OnePower
does not maintain key person life insurance on any of its personnel. The loss of
one or more of its key employees or its inability to attract, retain and
motivate qualified personnel could negatively impact OnePower's ability to
complete its plan of operation.
13. IF ONEPOWER'S MANAGEMENT IS NOT ABLE TO COMMIT SUFFICIENT TIME TO THE
GROWTH AND DEVELOPMENT OF ONEPOWER AND ITS OPERATIONS, ONEPOWER'S BUSINESS
OPERATION MAY FAIL.
Currently Soha Hamdan, OnePower's sole director and officer, is able to devote
approximately 10 hours per week to OnePower's business operations. If Ms. Hamdan
or other future key personnel are not able to commit a sufficient amount of time
to the growth and development of the business operations of OnePower then, as a
result, OnePower's operations will be negatively impacted and may fail. Also,
OnePower has not adopted any policy regarding conflicts of interest that may
arise between its business and the future business activities of its directors
and executive officers. There is a potential conflict of interest as a result of
Ms. Hamdan currently providing consulting services to another business or of Ms.
Hamdan providing more of her time and services to some other business in the
future. If Ms. Hamdan is not able to commit a sufficient amount of time to the
growth and development of the business operations of OnePower or if there is a
conflict of interest or time commitment then, as a result, OnePower's operations
may be negatively impacted and may fail.
14. ONEPOWER IS NOT A REPORTING COMPANY WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION AND HAS A LIMITED REPORTING STATUS AS A SECTION 15(D)
ISSUER.
Until OnePower is a reporting company with the United States Securities and
Exchange Commission (the "SEC"), OnePower will not be required to file
quarterly, annual, and other reports with the SEC. OnePower will be a reporting
company under Section 15(d) once this registration is effective, but will only
be obliged to report to the SEC for one year. It is the intention of management
to continue reporting with the SEC prior to the end of that year as OnePower
will be required to be a reporting company with the SEC in order to apply to
have its common stock quoted on the OTC Bulletin Board. Also, if OnePower's
common shares are held of record by 300 persons or more OnePower will continue
to have a duty file under Section 15(d). Until then, OnePower will not be
required to file reports with the SEC and, as a result, shareholders and the
public will not have access to current information on OnePower.
15. THERE WILL BE A SUBSTANTIAL INCREASE IN ADMINISTRATIVE COSTS WHEN ONEPOWER
BECOMES A REPORTING COMPANY WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION, WHICH COULD NEGATIVELY IMPACT THE BUSINESS OPERATIONS OF
ONEPOWER.
When OnePower becomes a reporting company with the SEC it OnePower will be
required to file quarterly, annual, beneficial ownership and other reports with
the SEC, which will substantially increase OnePower's administrative costs.
Management anticipates spending annually approximately $12,000 for the
preparation and audit of its financial statements. Also, management anticipates
spending approximately $20,000 to pay for three quarterly filings, one annual
filing, a 424B4 final prospectus filing, and a Form 8-A filing in order to
complete registration of OnePower's common stock. If there is insufficient
working capital to pay for these additional costs OnePower's business operations
could be negatively impacted.
16. THIS OFFERING IS ON A BEST EFFORTS BASIS WITH NO MINIMUM AMOUNT REQUIRED TO
BE RAISED AND AS A RESULT ONEPOWER CAN ACCEPT YOUR INVESTMENT FUNDS AT
ANYTIME WITHOUT ANY OTHER INVESTMENT FUNDS BEING RAISED AND MAY NOT RAISE
SUFFICIENT FUNDS TO PAY FOR THE OFFERING.
There is no minimum amount required to be raised before OnePower can accept your
investment funds. As the offering is based on a best effort with no stated
minimum and, as a result, investment funds will not be placed in an escrow
account pending the attainment of a minimum amount of proceeds. Also, OnePower
may not sell enough shares of common stock in its offering to pay the expenses
associated with its offering. Once your investment funds have been accepted by
OnePower, there will be no obligation to return your investment funds even
though no other investment funds are raised and there may be insufficient funds
raised through the best efforts offering to cover the expenses associated with
the offering. The lack of sufficient funds to pay expenses and for working
capital will negatively impact OnePower's ability to implement and complete its
plan of operation.
17. SUBSCRIBERS TO THIS OFFERING WILL SUFFER IMMEDIATE AND SUBSTANTIAL
DILUTION.
8
Subscribers of the shares of common stock offered will suffer immediate and
substantial dilution. As a result, you will pay a price per share that
substantially exceeds the value of OnePower's assets after subtracting its
liabilities. If all shares of the offering are subscribed for, the subscribers
will contribute 97% of all subscription funds received by OnePower since August
28, 2009, but will own only 37% of the shares of common stock issued and
outstanding. See "Dilution" on page 12 for more information.
18. THERE IS NO LIQUIDITY AND NO ESTABLISHED PUBLIC MARKET FOR ONEPOWER'S
COMMON STOCK AND IT MAY PROVE IMPOSSIBLE TO SELL YOUR SHARES.
There is presently no public market in OnePower's shares. While OnePower intends
to contact an authorized OTC Bulletin Board market maker for sponsorship of its
common stock, OnePower cannot guarantee that such sponsorship will be approved
nor that OnePower's common stock will be listed and quoted for sale. Even if
OnePower's shares are quoted for sale, buyers may be insufficient in numbers to
allow for a robust market, and it may prove impossible to sell your shares.
19. ONEPOWER DOES NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.
OnePower has never paid cash dividends on its shares of common stock and has no
plans to do so in the foreseeable future. OnePower intends to retain earnings,
if any, to develop and expand its business.
20. IF THE SELLING SHAREHOLDERS SELL A LARGE NUMBER OF SHARES ALL AT ONCE OR IN
BLOCKS, THE VALUE OF ONEPOWER'S SHARES WOULD MOST LIKELY DECLINE.
The selling shareholders are offering 15 million shares of OnePower's common
stock through this prospectus. They must sell these shares at a fixed price of
$0.055 until such time as they are quoted on the OTC Bulletin Board or other
quotation system or stock exchange. OnePower's common stock is presently not
traded on any market or securities exchange, but should a market develop, shares
sold at a price below the current market price at which the common stock is
trading will cause that market price to decline. Moreover, the offer or sale of
large numbers of shares at any price may cause the market price to fall. The
outstanding shares of common stock covered by this prospectus represent
approximately 88% of the shares of common stock currently outstanding.
21. ONEPOWER'S COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC
AND THE TRADING MARKET IN ONEPOWER'S SECURITIES IS LIMITED, WHICH MAKES
TRANSACTIONS IN ONEPOWER'S STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN
INVESTMENT IN ONEPOWER'S STOCK.
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes
the definition of a "penny stock," for the purposes relevant to OnePower, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require:
* that a broker or dealer approve a person's account for transactions in
penny stocks; and
* the broker or dealer receives from the investor a written agreement to
the transaction, setting forth the identity and quantity of the penny
stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must:
* obtain financial information and investment experience objectives of
the person; and
* make a reasonable determination that the transactions in penny stocks
are suitable for that person and the person has sufficient knowledge
and experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating to the penny
stock market, which, in highlight form:
* sets forth the basis on which the broker or dealer made the
suitability determination; and
* that the broker or dealer received a signed, written agreement from
the investor prior to the transaction.
Generally, brokers may be less willing to execute transactions in securities
subject to the "penny stock" rules. This may make it more difficult for
investors to dispose of OnePower's common stock and cause a decline in the
market value of OnePower's common stock.
Disclosure also has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading and about the commissions payable
to both the broker-dealer and the registered representative, current quotations
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.
9
22. OUR OPERATIONS MAY BE ADVERSELY AFFECTED BY GENERAL CONDITIONS RELATING TO
CONDUCTING BUSINESS IN LEBANON, INCLUDING THE POSSIBILITY OF MILITARY AND
POLITICAL RISKS FOR MIDDLE EAST CONFLICTS.
Our principal place of business is located in Lebanon, a country that is subject
to frequent military intervention and episodes of political unrest. As well, we
may also suffer adverse effects from political, military, and security
conditions in Lebanon. Since the establishment of the State of Israel in 1948, a
number of armed conflicts have taken place between Israel and its Arab
neighbors. Within Lebanon, the Hezbollah, an Islamist political party and
militant group has been involved in multiple cases of armed conflict. Recent
political and military events in various countries in the Middle East have
weakened the stability of those countries. This situation may potentially
escalate in the future to violent events which may affect Lebanon and our
operations. Our business, prospects, financial condition, and results of
operations could be materially adversely affected if major hostilities involving
Lebanon should occur. Even if we chose to move our principal business offices as
a result, we will incur costs in doing so, which will adversely impact our
business."
23. OUR TRANSACTIONS WILL BE CONDUCTED IN FOREIGN CURRENCIES THAT MAY EXPOSE US
TO FOREIGN CURRENCY EXCHANGE RISK AND HAVE AN ADVERSE EFFECT ON OUR
EARNINGS
Our principal customers will be Middle Eastern utility companies located in
Middle Eastern countries. Due to the location of our customers and the fact that
each country has it's own sovereign currency this may very well expose us to
uncontrollable foreign currency risks that may have an adverse effect on our
potential profitability when expressed in US dollar terms.
USE OF PROCEEDS
The following table indicates the use of proceeds based on the percentage of the
financing that is successfully sold.
Sale of Sale of Sale of Sale of Sale of
100% 80% 60% 40% 20%
------------ ------------ ------------ ------------ ------------
Gross Proceeds $ 550,000 $ 440,000 $ 330,000 $ 220,000 $ 110,000
Number of Shares Sold 10,000,000 8,000,000 6,000,000 4,000,000 2,000,000
Less expenses of offering:
Legal and Registration Fees $ 20,000 $ 20,000 $ 20,000 $ 20,000 $ 20,000
Accounting and Auditing 7,500 7,500 7,500 7,500 7,500
Electronic Filing and Printing 5,000 5,000 5,000 5,000 5,000
Transfer Agent 1,500 1,500 1,500 1,500 1,500
------------ ------------ ------------ ------------ ------------
Net Proceeds $ 516,000 $ 406,000 $ 296,000 $ 186,000 $ 76,000
============ ============ ============ ============ ============
USE OF NET PROCEEDS
Reporting Company Costs $ 31,000 $ 31,000 $ 31,000 $ 31,000 $ 31,000
Development of System $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 45,000
Equipment and Supplies $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ nil
Training Staff $ 15,000 $ 15,000 $ 15,000 $ 15,000 $ nil
Marketing and Sales $ 235,000 $ 235,000 $ 135,000 $ 35,000 $ nil
Working Capital $ 135,000 $ 25,000 $ 15,000 $ 5,000 $ nil
ANALYSIS OF FINANCING SCENARIOS
After deduction of $34,000 for estimated offering expenses including legal and
registration fees, accounting and auditing, electronic filing and printing, and
transfer agent, the net proceeds from this offering may be as much as $516,000,
assuming all 10,000,000 shares are sold. However, there can be no assurance that
any of these shares will be sold. OnePower will use the proceeds to (1) pay for
the annual costs of being a public reporting company, (2) development of the OP
system and develop its website, (3) acquire equipment and supplies, (4) recruit
and train qualified staff, and (5) develop and execute a marketing and sales
plan for its services.
10
There is a possibility that OnePower may not sell any shares in this offering
and therefore generate no proceeds, as a result of the offering
If only a portion of the offering is completed, the funds will be allocated as
set out above in the Use of Proceeds table. OnePower may not have sufficient
funds to cover its anticipated costs during the next 12 months and OnePower may
have to raise additional funds either from equity offerings, debt offerings, or
revenue generation.
The projected expenditures shown above are only estimates or approximations and
do not represent a firm commitment by OnePower. To the extent that the proposed
expenditures are insufficient for the purposes indicated, supplemental amounts
required may be drawn from working capital or other categories of estimated
expenditures, if available. Conversely, any amounts not expended as proposed
will be used for general working capital. OnePower will amend the registration
statement by post-effective amendment if there are any material changes to the
use of proceeds as described above.
Working capital is the cost related to operating OnePower's office. It is
comprised of telephone service, mail, stationery, administrative salaries,
accounting, acquisition of office equipment and supplies estimated at a minimum
of $15,000 for one year. Also, costs of being a public reporting company include
the additional cost of preparing and filing reports with the SEC, which OnePower
has estimated at a minimum of $31,000 for the next 12 months.
OnePower will not receive any proceeds from the sale of shares of common stock
being offered by the selling stockholders. If OnePower fails to sell sufficient
shares of common stock to cover the expenses of this offering, OnePower will use
existing working capital to pay for the offering expenses.
DETERMINATION OF OFFERING PRICE
The offering price was determined by using a number of factors. Management
considered the price of the most recent financing. Additionally, management
estimated the cost of this offering plus the amount OnePower needs to operate
its business for the next 12 months. Management determined the offering price by
assessing OnePower's capital requirements against the price management thinks
investors are willing to pay for OnePower's common stock. Management has set the
offering price of the shares of common stock at $0.055 per share, and in making
such a determination considered several factors, including the following:
* prevailing market conditions, including the history and prospects for
the industry in which OnePower competes;
* OnePower's lack of business history;
* the proceeds to be raised by the offering;
* OnePower's capital structure; and
* OnePower's future prospects.
Therefore, the public offering price of the shares of common stock does not
necessarily bear any relationship to established valuation criteria and may not
be indicative of prices that may prevail at any time or from time to time in the
future. Additionally, because OnePower has no significant operating history and
has not generated any revenues to date, the price of its shares of common stock
is not based on past earnings, nor is the price of the shares of common stock
indicative of current market value for any assets owned by OnePower. No
valuation or appraisal has been prepared for OnePower's business and potential
business expansion. You cannot be sure that a public market for any of
OnePower's securities will ever be listed for trading or trade at a price higher
than the offering price in this offering.
OnePower is also registering for resale on behalf of selling stockholders up to
15,000,000 shares of common stock. The shares of common stock offered for resale
may be sold in a secondary offering by the selling stockholders by means of this
prospectus. OnePower will not participate in the resale of shares by selling
security holders. Currently there is no market for OnePower's common stock and
OnePower wanted to give its shareholders the ability to sell their shares for a
price equal or greater to the price they paid for their shares. If OnePower's
common stock is quoted for trading on the OTC Bulletin Board, the price of the
common stock will then be established by the market. The offering price for the
shares offered by the selling shareholders does not bear any relationship to
OnePower's assets, book value, earnings, or other established criteria for
valuing a privately held company. Accordingly, the offering price should not be
considered an indication of the actual value of the OnePower's common stock nor
should the offering price be regarded as an indicator of the future market price
of OnePower's common stock.
11
DILUTION
The shares offered for sale by the selling security holders are already issued
and outstanding and, therefore, do not contribute to dilution.
Prior to this offering, OnePower had 17,000,000 shares of common stock issued
and outstanding as at February 28, 2013. The net tangible book value of OnePower
as at February 28, 2013 was ($8,937)or ($0.00052) per share. Net tangible book
value per share is determined by dividing OnePower's tangible net worth,
consisting of tangible assets less total liabilities, by the number of shares
outstanding.
The average price paid by the present stockholders was $0.001. The following
tables summarize the difference between the average price paid by present
stockholders and the price to be paid by subscribers to this offering for 20%,
40%, 60%, 80%, and 100% subscription rates.
ANALYSIS FOR 20% SUBSCRIPTION
Price Number of Amount of Percentage of Percentage of
Stockholder Type Paid $ Shares Held Consideration Paid Consideration Shares Held
---------------- ------ ----------- ------------------ ------------- -----------
Present Stockholders $0.001 17,000,000 $ 17,000 13.4% 89.5%
Subscribers in
this Offering $0.055 2,000,000 $110,000 86.6% 10.5%
ANALYSIS FOR 40% SUBSCRIPTION
Price Number of Amount of Percentage of Percentage of
Stockholder Type Paid $ Shares Held Consideration Paid Consideration Shares Held
---------------- ------ ----------- ------------------ ------------- -----------
Present Stockholders $0.001 17,000,000 $ 17,000 7.2% 81.0%
Subscribers in
this Offering $0.055 4,000,000 $220,000 92.8% 19.0%
ANALYSIS FOR 60% SUBSCRIPTION
Price Number of Amount of Percentage of Percentage of
Stockholder Type Paid $ Shares Held Consideration Paid Consideration Shares Held
---------------- ------ ----------- ------------------ ------------- -----------
Present Stockholders $0.001 17,000,000 $ 17,000 4.9% 74.0%
Subscribers in
this Offering $0.055 6,000,000 $330,000 95.1% 26.0%
ANALYSIS FOR 80% SUBSCRIPTION
Price Number of Amount of Percentage of Percentage of
Stockholder Type Paid $ Shares Held Consideration Paid Consideration Shares Held
---------------- ------ ----------- ------------------ ------------- -----------
Present Stockholders $0.001 17,000,000 $ 17,000 3.7% 68.0%
Subscribers in
this Offering $0.055 8,000,000 $440,000 96.3% 32.0%
ANALYSIS FOR 100% SUBSCRIPTION
Price Number of Amount of Percentage of Percentage of
Stockholder Type Paid $ Shares Held Consideration Paid Consideration Shares Held
---------------- ------ ----------- ------------------ ------------- -----------
Present Stockholders $0.001 17,000,000 $ 17,000 3.0% 63.0%
Subscribers in
this Offering $0.055 10,000,000 $550,000 97.0% 37.0%
12
"Dilution" means the difference between OnePower's public offering price ($0.055
per share) and its proforma net tangible book value per share after implementing
this offering and accounting for the cost of the offering. "NET TANGIBLE BOOK
VALUE PER SHARE" is determined by dividing OnePower's tangible net worth,
consisting of tangible assets less total liabilities, by the number of shares
outstanding. The following table will show the net tangible book value of
OnePower's shares both before and after the completion of this offering for 20%,
40%, 60%, 80%, and 100% subscription rates and the immediate dilution per share
to subscribers.
20% 40% 60% 80% 100%
----------- ----------- ----------- ----------- -----------
Public offering price per share $ 0.055 $ 0.055 $ 0.055 $ 0.055 $ 0.055
Net tangible book value per share
before offering $ (0.00029) $ (0.00029) $ (0.00029) $ (0.00029) $ (0.00029)
Tangible assets $ 82,822 $ 192,822 $ 302,822 $ 412,822 $ 522,822
Total liabilities $ 15,759 $ 15,759 $ 15,759 $ 15,759 $ 15,759
Tangible net worth (November 12, 2012) $ 67,063 $ 177,063 $ 287,063 $ 397,063 $ 507,063
Number of shares outstanding 19,000,000 21,000,000 23,000,000 25,000,000 27,000,000
Proforma net tangible book value per
share after offering $ 0.00352 $ 0.00843 $ 0.01248 $ 0.01588 $ 0.01878
Increase per share attributable to
public investors $ 0.00404 $ 0.00895 $ 0.0123 $ 0.0164 $ 0.0193
Dilution per share to subscribers $ 0.05148 $ 0.04657 $ 0.04252 $ 0.03912 $ 0.03622
Even, if all shares of the offering are subscribed for, the amount of immediate
dilution from the public offering price, which will be absorbed by the
subscribers, will be more than $0.03 per share.
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of their
15,000,000 shares of the common stock offered through this prospectus. These
shares were acquired from OnePower in the following private placement:
1. 15,000,000 shares of OnePower common stock that the selling
shareholders acquired from OnePower in a minimum-maximum offering that
was exempt from registration under Regulation S of the Securities Act
of 1933 and was completed on October 15, 2010.
Until a public market is established for OnePower's common stock, the selling
shareholders will be offering their shares at the offering price of $0.055.
The following table provides as of the date of this prospectus information
regarding the beneficial ownership of OnePower's common stock held by each of
the selling shareholders, including:
1. the number of shares owned by each before the offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion
of the offering; and
4. the percentage owned by each upon completion of the offering.
5. The last two columns in the table assumes the sale of all of the
shares being offered by selling shareholders in the offering
Total Number
of Shares to be Total Shares Percentage of
Shares Owned Offered for the Owned After Shares Owned
Name of Before Security Holder's the Offering After the Offering
Selling Shareholder the Offering Account is Complete is Complete
------------------- ------------ ------- ----------- -----------
Rasha Ghazi Harake 500,000 500,000 Nil Nil
Hillal Merhi 500,000 500,000 Nil Nil
Mohamad Sbeihe 500,000 500,000 Nil Nil
Wissam Mousa 500,000 500,000 Nil Nil
Albert Awad 500,000 500,000 Nil Nil
Walid Rizkallah 500,000 500,000 Nil Nil
Khalid Wali 500,000 500,000 Nil Nil
Jawad Juilliet Awad 500,000 500,000 Nil Nil
Abbas Ramadan 500,000 500,000 Nil Nil
13
Total Number
of Shares to be Total Shares Percentage of
Shares Owned Offered for the Owned After Shares Owned
Name of Before Security Holder's the Offering After the Offering
Selling Shareholder the Offering Account is Complete is Complete
------------------- ------------ ------- ----------- -----------
Mohamad Tanhinie 500,000 500,000 Nil Nil
Rashala Harake 500,000 500,000 Nil Nil
Rima Harake 500,000 500,000 Nil Nil
Ali Ghabriss 500,000 500,000 Nil Nil
Youssef Baze 500,000 500,000 Nil Nil
Arouwa Majjed 500,000 500,000 Nil Nil
Yehya Htet 500,000 500,000 Nil Nil
Wasef Charara 500,000 500,000 Nil Nil
Yousef Seifodine 500,000 500,000 Nil Nil
Zein Hammoud 500,000 500,000 Nil Nil
Rawya Ali Riz 500,000 500,000 Nil Nil
Mira Ali Riz 500,000 500,000 Nil Nil
Bassam Assi 500,000 500,000 Nil Nil
Shadi Ghazi Harake 500,000 500,000 Nil Nil
Jamal Sayegh 500,000 500,000 Nil Nil
Issam Assi 500,000 500,000 Nil Nil
Tania Ahmad Assi 500,000 500,000 Nil Nil
Raeef Sayegh 500,000 500,000 Nil Nil
Taroub Sayegh 500,000 500,000 Nil Nil
Najma Sayegh 500,000 500,000 Nil Nil
Mohamed Ali Sayegh 500,000 500,000 Nil Nil
---------- ---------- ----- -----
TOTAL 15,000,000 15,000,000 0 0%
========== ========== ===== =====
To the best of OnePower's knowledge and belief, (a) all of the shares of common
stock are beneficially owned by the registered stockholders; (b) none of the
selling stockholders has held any position or office with OnePower, (c) none of
the selling stockholders had or have any material relationship with OnePower;
(d) the registered stockholders each have the sole voting and dispositive power
over their shares; (e) there are no voting trusts or pooling arrangements in
existence; (f) no group has been formed for the purpose of acquiring, voting or
disposing of the security; (g) none of the selling stockholders are
broker-dealers or affiliates of a broker-dealer; and (h) all of the selling
stockholders acquired their shares in a non-public offering that satisfied the
provisions of Regulations S. Each of these selling stockholders also agreed, as
set out in their respective subscription agreements, that they would not, within
one year after the original issuance of those shares, resell or otherwise
transfer those shares except pursuant to an effective registration statement, or
outside the United States in an offshore transaction in compliance with Rule
904, or pursuant to any other exemption from registration pursuant to the
Securities Act, if available.
PLAN OF DISTRIBUTION
OnePower will have two types of shares that will be available for distribution:
1. a self-underwritten offering of new shares related to its Initial Public
Offering; and 2. a secondary offering of non-affiliate shares owned by selling
stockholders.
NEW SHARES RELATED TO ONEPOWER'S SELF-UNDERWRITTEN OFFERING
OnePower will attempt to sell a maximum of 10,000,000 shares of common stock to
the public on a self underwritten basis at an offering price of $0.055 per
share. OnePower's gross proceeds will be $550,000 if all the shares offered are
sold. Since this offering is conducted as a self-underwritten offering, there
14
can be no assurance that any of the shares will be sold. If OnePower fails to
sell all the shares it is trying to sell, its ability to implement its business
plan will be materially affected, and you may lose all or substantially all of
your investment. There is no minimum number of shares of common stock that must
be sold on behalf of OnePower in order to accept funds and consummate investor
purchases. Neither OnePower nor Mr. Soha Hamdan, nor any other person, will pay
commissions or other fees, directly or indirectly, to any person or firm in
connection with solicitation of the sales of the shares.
OnePower will sell the shares in this offering through Ms. Hamdan, its sole
officer and director. Ms. Hamdan will not register as broker/dealers under
Section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3a4-1.
Rule 3a4-1 sets forth those conditions under which persons associated with an
issuer may participate in the offering of the issuer's securities and not be
deemed to be a broker/dealer. The conditions are that
1. The person is not statutory disqualified, as that term is defined in
Section 3(a)(39) of the Exchange Act, at the time of her
participation;
2. The person is not compensated in connection with her participation by
the payment of commissions or other remuneration based either directly
or indirectly on transactions in securities;
3. The person is not at the time of their participation, an associated
person of a broker/dealer;
4. The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1
of the Exchange Act, in that she (A) primarily performs, or is
intended primarily to perform at the end of the offering, substantial
duties for or on behalf of the issuer otherwise than in connection
with transactions in securities; and (B) is not a broker or dealer, or
an associated person of a broker or dealer, within the preceding
twelve (12) months; and (C) does not participate in selling and
offering of securities for any issuer more than once every 12 months
other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Ms. Hamdan is not statutorily disqualified, nor is Ms. Hamdan being compensated,
and nor is Ms. Hamdan associated with a broker/dealer. Ms. Hamdan is and will
continue to be OnePower's sole officer and director at the end of the offering.
Ms. Hamdan has not been during the last 12 months, and is currently not, a
broker/dealer or associated with any broker/dealer. Ms. Hamdan has not during
the last 12 months, and will not in the next 12 months, offered or sold
securities for another issuer.
Ms. Hamdan is fully aware of the provisions of Rule 3a4-1 under the Exchange Act
and will conduct this offering in accordance with Rule 3a4-1, and will rely upon
this rule. Should Ms. Hamdan conduct this offering in any way that violates Rule
3a4-1, then each of Ms. Hamdan and OnePower could be subjected to enforcement
proceedings, fines and sanctions by the Securities and Exchange Commission and
by the regulatory authorities of any state or province in which OnePower's
securities are offered.
Ms. Hamdan, as well all current stockholders, may purchase securities in this
offering upon the same terms and conditions as public investors. If any purchase
by a current stockholder triggers a material change, OnePower would promptly
file a post effective amendment to this registration statement. Any of these
purchasers would be purchasing OnePower's shares of common stock for investment
and not for resale.
No broker or dealer is participating in this offering. If, for some reason,
OnePower's directors and stockholders were to determine that the participation
of a broker or dealer is necessary, this offering will be promptly amended by a
post effective amendment to disclose the details of this arrangement, including
the fact that the broker or dealer is acting as an underwriter of this offering.
This amendment would also detail the proposed compensation to be paid to any
such broker or dealer. The post effective amendment would also extend an offer
of rescission to any investors who subscribed to this offering before the broker
or dealer was named. In addition to the foregoing requirements; OnePower would
be required to file any such amendment with the Corporate Finance Department of
the National Association of Securities Dealers, Inc. and to obtain from them a
"no objection" position from that organization on the fairness of the
underwriting compensation. OnePower would also have to amend, as applicable, its
filings at the state and provincial level.
OFFERING PERIOD AND EXPIRATION DATE
The offering will remain open until June 1, 2014.
PROCEDURES FOR SUBSCRIBING
If you decide to subscribe for any shares in this offering, you must
1. complete, sign and deliver a subscription agreement in the form
attached as Exhibit 99.1, and
2. deliver a check or certified funds to "OnePower Systems Ltd." for
acceptance or rejection to the company`s address
OnePower Systems Ltd.
Ain El-Mraisseh
73 Bliss Street, Qoreitem Bldg, 3rd Floor
Beirut - Lebanon
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RIGHT TO REJECT SUBSCRIPTIONS
OnePower has the right to accept or reject subscriptions in whole or in part,
for any reason or for no reason. All monies from rejected subscriptions will be
returned immediately by OnePower to the subscriber, without interest or
deductions. Subscriptions for securities will be accepted or rejected within 48
hours after OnePower receives them by contacting the subscriber via telephone.
If OnePower receives an offer on a Friday, OnePower will confirm its acceptance
or rejection of the subscription by telephone over the weekend to comply with
the 48 hour commitment. Within 10 days of accepting a subscription OnePower will
deliver via courier to the subscriber a copy of the accepted and signed
subscription agreement and a share certificate representing the shares
subscribed for.
SECONDARY OFFERING OF NON-AFFILIATE SHARES OWNED BY SELLING SHAREHOLDERS
The selling shareholders who currently own 15,000,000 shares of common stock in
the capital of OnePower may sell some or all of their common stock in one or
more transactions, including block transactions.
The selling shareholders will sell the shares at $0.055 per share until
OnePower's shares may be quoted on the OTC Bulletin Board, and thereafter at
prevailing market prices or privately negotiated prices.
The shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144. A description of the selling limitations defined by Rule
144 can be located on page 28 of this prospectus.
The selling shareholders may also sell their shares directly to market makers
acting as principals or brokers or dealers, who may act as agent or acquire the
common stock as a principal. Any broker or dealer participating in such
transactions as agent may receive a commission from the selling shareholders,
or, if they act as agent for the purchaser of such common stock, from such
purchaser. The selling shareholders will likely pay the usual and customary
brokerage fees for such services. Brokers or dealers may agree with the selling
shareholders to sell a specified number of shares at a stipulated price per
share and, to the extent such broker or dealer is unable to do so acting as
agent for the selling shareholders, to purchase, as principal, any unsold shares
at the price required to fulfill the respective broker's or dealer's commitment
to the selling shareholders.
Brokers or dealers who acquire shares as principals may thereafter resell such
shares from time to time in transactions in a market or on an exchange, in
negotiated transactions or otherwise, at market prices prevailing at the time of
sale or at negotiated prices, and in connection with such re-sales may pay or
receive commissions to or from the purchasers of such shares. These transactions
may involve cross and block transactions that may involve sales to and through
other brokers or dealers. If applicable, the selling shareholders may distribute
shares to one or more of their partners who are unaffiliated with OnePower. Such
partners may, in turn, distribute such shares as described above. OnePower can
provide no assurance that all or any of the common stock offered will be sold by
the selling shareholders.
OnePower is bearing all costs relating to the registration of the common stock
owned by the selling shareholders. The selling shareholders, however, will pay
any commissions or other fees payable to brokers or dealers in connection with
any sale of the common stock.
The selling shareholders must comply with the requirements of the Securities Act
and the Securities Exchange Act in the offer and sale of the common stock. In
particular, during such times as the selling shareholders may be deemed to be
engaged in a distribution of the common stock, and therefore be considered to be
an underwriter, they must comply with applicable law and may, among other
things:
* not engage in any stabilization activities in connection with
OnePower's common stock;
* furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time to time,
as may be required by such broker or dealer; and
* not bid for or purchase any of OnePower's securities or attempt to
induce any person to purchase any of OnePower's securities other than
as permitted under the Securities Exchange Act.
The Securities Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks.
OnePower's stock qualifies as a penny stock and as a result will be subject to
these penny stock rules. Penny stocks are generally equity securities with a
price of less than $5.00 (other than securities registered on certain national
securities exchanges or quoted on the NASDAQ system, provided that current price
and volume information with respect to transactions in such securities is
provided by the exchange or system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which:
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* contains a description of the nature and level of risk in the market
for penny stocks in both public offerings and secondary trading;
* contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties;
* contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" prices for penny stocks and the significance
of the spread between the bid and ask price;
* contains a toll-free telephone number for inquiries on disciplinary
actions;
* defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
* contains such other information and is in such form (including
language, type, size, and format) as the Commission shall require by
rule or regulation;
The broker-dealer also must provide, prior to proceeding with any transaction in
a penny stock, the customer:
1. with bid and offer quotations for the penny stock;
2. details of the compensation of the broker-dealer and its salesperson
in the transaction;
3. the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
4. monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for OnePower's stock because it will be subject
to these penny stock rules. Therefore, shareholders may have difficulty selling
those securities.
REGULATION M
During such time as OnePower may be engaged in a distribution of any of the
shares OnePower is registering by this registration statement, OnePower is
required to comply with Regulation M. In general, Regulation M precludes any
selling security holder, any affiliated purchasers, and any broker-dealer or
other person who participates in a distribution from bidding for or purchasing,
or attempting to induce any person to bid for or purchase, any security which is
the subject of the distribution until the entire distribution is complete.
Regulation M defines a "DISTRIBUTION" as an offering of securities that is
distinguished from ordinary trading activities by the magnitude of the offering
and the presence of special selling efforts and selling methods. Regulation M
also defines a "DISTRIBUTION PARTICIPANT" as an underwriter, prospective
underwriter, broker, dealer, or other person who has agreed to participate or
who is participating in a distribution.
Regulation M under the Exchange Act prohibits, with certain exceptions,
participants in a distribution from bidding for or purchasing, for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution. Regulation M also governs bids and purchases
made in order to stabilize the price of a security in connection with a
distribution of the security. OnePower has informed the selling shareholders
that the anti-manipulation provisions of Regulation M may apply to the sales of
their shares offered by this prospectus, and OnePower has also advised the
selling shareholders of the requirements for delivery of this prospectus in
connection with any sales of the common stock offered by this prospectus.
DESCRIPTION OF SECURITIES TO BE REGISTERED
GENERAL
OnePower's authorized capital stock consists of 200,000,000 shares of common
stock at a par value of $0.001 per share.
COMMON STOCK
As at the date of this prospectus, 17,000,000 common shares are issued and
outstanding and owned by 31 shareholders of record. All of the common shares are
fully paid for and non-assessable.
Holders of OnePower's common stock are entitled to one vote for each share on
all matters submitted to a shareholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Holders of one-third of shares of common stock, represented in person
or by proxy, are necessary to constitute a quorum at any meeting of OnePower's
shareholders. In accordance with Nevada law, a vote by the holders of a majority
of OnePower's outstanding shares is required to effectuate certain fundamental
corporate changes such as liquidation, merger or an amendment to OnePower's
Articles of Incorporation.
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Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of liquidation, dissolution or winding up, each outstanding share entitles
its holder to participate pro rata in all assets that remain after payment of
liabilities and after providing for each class of stock, if any, having
preference over the common stock. Holders of OnePower's common stock have no
preemptive rights, no conversion rights and there are no redemption provisions
applicable to OnePower's common stock.
DIVIDEND POLICY
OnePower has never declared or paid any cash dividends on its common stock.
OnePower currently intends to retain future earnings, if any, to finance the
expansion of its business. As a result, OnePower does not anticipate paying any
cash dividends in the foreseeable future.
SHARE PURCHASE WARRANTS
As of the date of this prospectus, there are no outstanding warrants to purchase
OnePower's securities. OnePower may, however, issue warrants to purchase its
securities in the future.
OPTIONS
As of the date of this prospectus, there are no options to purchase OnePower's
securities. OnePower may, however, in the future grant such options and/or
establish an incentive stock option plan for its directors, employees and
consultants.
CONVERTIBLE SECURITIES
As of the date of this prospectus, OnePower has issued a note payable to an
officer convertible into shares of OnePower's common stock. The note payable for
$10,000 is convertible at $0.055 per share (181,818 shares) at the discretion of
the holder.
NEVADA ANTI-TAKEOVER LAWS
The provisions of the Nevada Revised Statutes (NRS) sections 78.378 to 78.3793
apply to any acquisition of a controlling interest in an certain type of Nevada
corporation known as an "Issuing Corporation", unless the articles of
incorporation or bylaws of the corporation in effect on the 10th day following
the acquisition of a controlling interest by an acquiring person provide that
the provisions of those sections do not apply to the corporation, or to an
acquisition of a controlling interest specifically by types of existing or
future shareholders, whether or not identified.
The provisions of NRS 78.378 to NRS 78.3793 do not restrict the directors of an
"Issuing Corporation" from taking action to protect the interests of the
corporation and its shareholders, including, but not limited to, adopting or
signing plans, arrangements or instruments that deny rights, privileges, power
or authority to a holders of a specified number of shares or percentage of share
ownership or voting power.
An "Issuing Corporation" is a corporation organized in the State of Nevada and
which has 200 or more shareholders of record, with at least 100 of who have
addresses in the State of Nevada appearing on the stock ledger of the
corporation and does business in the state of Nevada directly. As OnePower
currently has less than 200 shareholders and no shareholders in the State of
Nevada the statute does not currently apply to OnePower.
If OnePower does become an "Issuing Corporation" in the future, and the statute
does apply to OnePower, its sole director Mr. Soha Hamdan on her own will have
the ability to adopt any of the above mentioned protection techniques whether or
not she owns a majority of OnePower's outstanding common stock, provided she
does so by the specified 10th day after any acquisition of a controlling
interest.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest exceeding $50,000, directly or indirectly, in the registrant or any of
its parents or subsidiaries. Nor was any such person connected with the
registrant or any of its parents or subsidiaries as a promoter, managing or
principal underwriter, voting trustee, director, officer, or employee.
Richard C. Fox of Fox Law Offices, PA, 561 NE Zebrina Senda, Jensen Beach,
Florida, 34957 has provided the legal opinion regarding the legality of the
shares being registered.
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The financial statements included in this prospectus have been audited by Kyle
L. Tingle, CPA, LLC., Certified Public Accountant, of 3145 E Warm Springs Road
#200, Las Vegas, NV, to the extent and for the periods set forth in their report
appearing elsewhere herein, and are included in reliance upon such report given
upon the authority of said firm as experts in auditing and accounting.
DESCRIPTION OF BUSINESS
OnePower is a Nevada company and was incorporated on August 28, 2009. OnePower
is a startup company, with its operations located in Lebanon, engaged in the
development of an electronic bill delivery and payment system (the "OP SYSTEM")
that is intended to provide Middle Eastern utility companies with the ability to
present bills and receive payment electronically. OnePower is a "shell" company
as defined by the SEC as a result of only having nominal operations and nominal
assets. OnePower is an "emerging growth company" under the federal securities
laws and will be subject to reduced public company reporting requirements.
OnePower's mission is to become the leading provider of electronic bill delivery
and payment services for all business-to-consumer transactions within the
utility industry. See "Plan of Operation" and "Management's Discussion and
Analysis of Financial Condition" below for more information. As of the effective
date of this prospectus OnePower has not conducted any business operations nor
generated any revenues and has not yet developed a prototype of its product.
Since August 2009, OnePower has had its executive head office Ain El-Mraisseh 73
Bliss Street, Qoreitem Bldg, 3rd floor Beirut-Lebanon .OnePower ..
OnePower has an authorized capital of 200,000,000 common shares with a par value
of $0.001 per share with 17 million common shares currently issued and
outstanding.
OnePower has not been involved in any bankruptcy, receivership or similar
proceedings. There have been no material reclassifications, mergers,
consolidations or purchases or sales of a significant amount of assets not in
the ordinary course of OnePower's business.
PLAN OF OPERATION
OnePower's plan of operation for the next 12 months is to:
1. develop a prototype version of the OP System;
2. identify and establish a relationship with a utility company that can
assist in the final stage of development of the OP System;
3. develop its website and market the OP System to Middle Eastern utility
companies;
4. Rollout the OP System to targeted Middle Eastern utility companies and
sign up a minimum of five Middle Eastern utility companies, as well as
advertising through traditional radio and print media to create
product awareness.
OnePower's OP System is intended to offer a full service electronic bill
presentment and payment solution for businesses with a recurring billing cycle.
OP System is being designed to utilize data from a biller's existing system and
create an enhanced online version of a customer's bill. In addition to
electronic billing, The OP System is intended to strengthen direct marketing and
customer care. The electronic bill is presented to a consumer as a bill from the
biller, not from OnePower. This customized bill will be designed to contain
promotions and information chosen by the biller that are accessible through
successive mouse clicks.
The operations flow of this service is being designed to integrate smoothly with
the biller's existing workflow. The process involves the following steps:
1. The utility sends billing information for the current cycle to
OnePower in the utilities existing system format.
2. OnePower software translates this billing information into its
database. For each new bill, OnePower generates a customized
electronic bill. The electronic bill is emailed to the customer.
3. The customer receives the email, reviews, and approves payment by
responding to the email.
4. OnePower processes the responses, for each approved payment, an
automated clearing house (ACE) transaction is submitted to OnePower's
bank.
5. The transaction is processed within the ACE system.
6. An execution report is returned to OnePower
7. OnePower compiles the executed and fully funded transactions, and
sends back a reconciliation report which integrates directly into the
Middle Eastern utility companies system.
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[GRAPHIC SHOWING HOW THE OP SYSTEM WORKS]
PRICING
OnePower intends to utilize a combination of fixed and variable fees to charge
companies for the use of the OnePower services. These fees may be flexible
depending on the size of each customer.
Monthly Subscription Fee
This fee is the per month subscription rate for OnePower service. This fee will
be $5,000 per month. This is meant to cover the intangible but critical value
added benefits of the service, including:
* Facilitating customized bill presentment, marketing and promotion by
working closely with the utility to help them develop and maximize
this new medium of direct customer contact.
* Setup costs for registering new consumers.
* Analysis of billing data to enhance targeted marketing initiatives and
customer profiles.
* Online access to company and billing information through hosting web
content thus providing better customer service and data access.
* Advertising & Promotion - reduction of paper stuffers.
* Transaction Fee
The transaction fee will be assigned per bill processed. This will be $0.40 per
transaction. This fee is meant to include the incremental value to the biller
per transaction, including:
* Accounts Receivables Reduction
* Printing/Paper savings
* Postage savings
* Handling of paid bills, data entry
* Check Processing Fees
The implementation of the different phases of OnePower's plan of operation will
depend on the subscription rate of OnePower's offering. Phase 1 can be
implemented with a minimum subscription rate of 40%. Each of the first two
phases can be implemented with a minimum subscription rate of 60%. With a
subscription rate of 80%, each of Phase 1, Phase 2, and Phase 3 can be
implemented. Each of the phases can be implemented with a subscription rate of
100%.
PHASE 1 - DEVELOP A PROTOTYPE VERSION OF THE OP SYSTEM (5 MONTHS)
In Phase 1, OnePower plans to develop a prototype of its electronic bill
delivery and payment system that is intended to provide Middle Eastern utility
companies with the ability to present bills and receive payments electronically
(the "OP SYSTEM").
The development of the OP System will consist of acquiring the required hardware
and software to develop the prototype of the OP System. In addition, OnePower
plans to hire or retain qualified technicians to develop the core technology of
the OP System.
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OnePower has budgeted $100,000 for this phase and expects it to take five months
to complete, with completion expected within the first five months of OnePower's
plan of operation. This phase can be implemented with a minimum subscription
rate of 40%.
PHASE 2 - IDENTIFY AND ESTABLISH RELATIONSHIP WITH UTILITY COMPANY (6 MONTHS)
In Phase 2, OnePower plans to identify specific Middle Eastern utility companies
in which to establish a relationship in which the utility company will be a
participant in the pilot program for the prototype version of the OP System, (2)
to test the OP System, and (3) to establish credibility within the utility
industry.
In this phase of its plan of operations, OnePower will identify a target utility
company that will become a first adopter of the OP System for the purpose of
testing the OP System. The relationship between OnePower and the target utility
company will need to satisfy the following criteria:
* The utility company must provide access to its systems and data files
for the purpose of merging with the OP System.
* The utility company must share personnel and industry knowledge with
OnePower.
* OnePower must provide a server and a site to test the OP System with
the utility company's system.
* The utility company must have credibility in the utility industry.
OnePower has budgeted $50,000 for this phase and expects it to take six months
to complete, with completion expected within the first six months of OnePower's
plan of operation. Also, during this phase, OnePower will continue to develop
its OP System. Phase 2 will overlap with Phase 1 and will be worked on
simultaneously with Phase 1. This phase can be implemented with a minimum
subscription rate of 60%.
PHASE 3 - MARKET THE OP SYSTEM TO MIDDLE EASTERN UTILITY COMPANIES (6 MONTHS)
In Phase 3, OnePower plans to (1) implement its marketing and sales programs for
the OP System (2) develop and populate its website (www.onepowersystems.com)
with information regarding its business and the OP System, and (3) hire and
train staff for its marketing and sales programs.
OnePower has budgeted $100,000 for this phase and expects it to take six months
to complete, with completion expected within the last six months of OnePower's
plan of operation. Also, during this phase, OnePower will continue to (a)
develop its OP System and (b) identify target Middle Eastern utility companies
for partnerships to test the OP System. Phase 3 will overlap and will be worked
on simultaneously with Phases 1 and 2. This phase can be implemented with a
minimum subscription rate of 80%.
PHASE 4 -ROLL OUT THE OP SYSTEM (6 MONTHS)
In Phase 4, OnePower plans to (1) roll out the OP System to other Middle Eastern
utility companies and (2) sign up five Middle Eastern utility companies as new
customers.
In this phase of its plan of operations, OnePower intends to identify potential
viable target Middle Eastern utility companies. Target Middle Eastern utility
companies will be identified based on (a) areas with high Internet usage and (b)
a large customer base with a potential for greater use of the OP System.
OnePower has budgeted $100,000 for this phase and expects it to take six months
to complete, with completion expected within the last six months of OnePower's
plan of operation and will be an ongoing phase of OnePower's plan of operation.
This phase can be substantially implemented with a minimum subscription rate of
90% and fully implemented with a minimum subscription rate of 100%.
ACCOUNTING AND AUDIT PLAN
OnePower intends to continue to have its outside consultant, Maribel Jordan to
assist in the preparation of OnePower's quarterly and annual financial
statements and have these financial statements reviewed or audited by OnePower's
independent auditor. OnePower's outside consultant is expected to charge
OnePower approximately $600 to prepare OnePower's quarterly financial statements
and approximately $1,200 to prepare OnePower's annual financial statements.
OnePower's independent auditor is expected to charge approximately $1,000 to
review each of OnePower's quarterly financial statements and approximately
$5,000 to audit OnePower's annual financial statements. In the next twelve
months, OnePower anticipates spending approximately $11,000 to pay for its
accounting and audit requirements.
SEC FILING PLAN
OnePower intends to become a reporting company in 2013 after its registration
statement is declared effective. This means that OnePower will file documents
with the US Securities and Exchange Commission on a quarterly basis. OnePower
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expects to incur filing costs of approximately $5,000 per quarter to support its
quarterly and annual filings. In the next 12 months, OnePower anticipates
spending approximately $20,000 for legal costs to pay for three quarterly
filings, one annual filing, a 424B4 final prospectus filing, and a Form 8-A
filing in order to complete registration of OnePower's common stock.
Management anticipates that OnePower will require a minimum of $396,000 of
working capital to conduct its proposed business operations for the next 12
months. In addition to the estimated costs of $31,000 for preparing and filing
reports with the SEC for the next 12 months, management estimates that OnePower
will incur an additional $15,000 in annual costs to operate its office,
including costs for telephone service, mail, stationery, administrative
salaries, accounting, acquisition of office equipment and supplies.
OnePower currently does not have sufficient funds to complete each phase of its
proposed plan of operation or to satisfy its cash requirements for the next 12
months. Without additional funding, management expects that OnePower will only
be able to conduct its plan of operations for the next two months using its
currently available working capital. Until OnePower is able to generate any
consistent and significant revenue it will be required to raise the required
working capital by way of equity or debt financing. OnePower intends to finance
its plan of operation initially with equity financing, private loans, if
required, and then with revenues generated from its business operations.
Currently, OnePower does not have any loan arrangement or binding commitment for
funding.
PRODUCTS
The OP System is intended to enable Middle Eastern utility companies (the "OP
CLIENTS") to provide interactive invoices or statements to their customers (the
"END-USERS") via e-mail and on the Internet at www.onepowersystems.com.
OnePower's electronically delivered bill is intended to retain the look of the
OP Client's paper invoice or statement, but adds interactive components,
including the ability to initiate immediate payment from the end-user's desktop.
The OP System will be designed to integrate with the existing systems of the OP
Clients, and is intended to allow the OP Client to retain control over
proprietary databases of its end-users.
An electronic bill delivery and payment service is the process of presenting an
exact or enhanced replication of an invoice or statement electronically, for
direct delivery to the end-user's desktop via either the Internet or a private
network. As of the effective date of this prospectus OnePower has not yet
developed a prototype of its product. ENTITIES IN THE EBPP CYCLE
In addition to the EBPP provider, there are three distinct parties involved in
the electronic bill presentment and payment ("EBPP") process.
BILLERS: EBPP technology can be used by any business that sends bills to the end
user. The potential household utility billers that can benefit from EBPP
solutions include telecommunication carriers, electric and gas utility
companies, credit card companies, cable television companies, cellular phone
companies, and Internet service providers. Some of these industries (and
companies within these industries) will adopt Internet billing more rapidly than
other segments.
END-USERS / CONSUMERS: Any household or business that receives recurring bills
is defined as an end-user of this technology. There is estimated to be more than
90 million adults using the Internet in the Middle East (source of figures
obtained from http://www.internetworldstats.com/) as online usage increases,
online presentment and payment becomes an increasingly easier alternative to
paper bills.
BANKS / FINANCIAL INSTITUTIONS: The banks, the third party in the EBPP process,
are involved in actual funds transfer. Although, banks will lose significant
wholesale banking fees from the elimination of check processing services, they
will still be vital for electronic funds transfers. Many banks are looking for
EBPP providers to facilitate online banking initiatives to boost revenues and
increase their own Internet exposure. Throughout the evolution of the EBPP
industry, banks will be a critical financial partner to all EBPP solution
providers by continuing to execute secure electronic payments via the Internet.
TRANSACTION PROCESSOR
Transaction generation occurs via three methods:
* When the customer responds to the OnePower bill presentment,
authorizing payment.
* When the customer visits the payment web site to authorize payment.
* If the customer has authorized automatic payments, a transaction is
generated when the billing information is received from the biller.
In these cases, the OPP System will be designed to generate an electronic
transaction to transfer funds to the biller. This transaction will be in the
form of an ACH (Automated Clearinghouse) electronic payment. The design is
intended to allow for the incorporation of credit card back ends, and OFX (Open
Financial Exchange) compatibility. OFX is a universal standard for the
electronic exchange of financial data and is compatible with the financial
software packages offered by CheckFree, Intuit, and Microsoft. OFX supports the
transfer of financial data including consumer and business to business payments
and bill presentment.
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ACCOUNT DATA BASE
The account database is intended to store all customer data and customer
information in a database, including location, status, current and prior usage
and billing information, and any other information provider by the biller. In
the case where the customer uses the services of more than one OP Client, the
information will be linked.
SECURITY
The OP System intends use SSL (secure sockets layer) encryption for security.
This is the standard security measure used for the most secure data transfers
over the web, based on public key/private key RSA encryption technology. When
the customer authorizes payment by responding to the EBPP email, a transaction
is generated, but no financial information is transmitted. The bank account
information only resides in the secure database, and the transaction is
transmitted over a dedicated private line. Additionally, the deployed system is
designed have a firewall between the web access and the core database. To insure
state of the art security, OnePower intends to devote significant resources to
having security expertise on staff, and using the services of web security
consultants.
MARKETS
The market focus of the OP System will be companies in the utility industry. The
utility industry is a major component of the overall billing market. This market
is particularly attractive due to the large number of firms and the fact that
the industry generates bills for essential services to almost every household on
a recurring basis. The total recurring billing market in Lebanon includes
utilities, telecom firms, Internet service providers, cable television
operators, credit card companies, and banks. OnePower's primary target market
will be Lebanese based household utility firms. The market segment targeted for
initial sales, after the pilot program, will be large and medium sized utilities
in regions with the highest Internet usage.
The OP System is intended to provide a significant costs savings and the ability
to enhance its interaction and relationship with its customers. These dual
benefits of costs savings and targeted marketing are intended to give OnePower
clients a distinct advantage in the deregulated and more competitive utility
industry. From an end-users perspective, the OP System is planned to be designed
to provide a cost savings (postage and check writing costs) and the convenience
of reviewing and paying utility bills quickly.
DISTRIBUTION METHODS
OnePower intends to advertise the availability of the OP System in the target
markets through traditional print and radio media. Household consumers will sign
up for electronic bill presentment either from hearing about OnePower directly
or by the biller's advertising of the service included in current monthly paper
bill statements. The OP system is planned to offer the consumer convenient sign
up by either checking off a box on their conventional monthly bill stub, or by
accessing the www.onepowersystems.com web site
STATUS OF PRODUCTS
As of the effective date of this prospectus OnePower has conducted limited
research and no development on the OP System and has not yet developed a
prototype of its product.
..
COMPETITIVE CONDITIONS
REDUCTION IN WORKING CAPITAL
Availability of funds - EBPP reduces the accounts receivable cycle from about 45
days to an estimated average of 15 days. This reduction in days for the accounts
receivable cycle will represent a savings in financing costs for an OP Client.
For a hypothetical customer paying $50 per month, this could translate to
savings of 40 cents per month per customer.
SECURITY
The customers banking information is planned to reside only in the secure
database, and the transaction be transmitted over a dedicated private line.
Additionally, the deployed system is planned to have a firewall between the web
access and the core database. To insure state of the art security, OnePower
intends to devote significant resources to having security experts on staff and
utilize the services of web security consultants.
In addition, the OP System plans to constantly log all activity. To prevent
fraudulent transfers, daily reconciliation of all accounts are planned to be
conducted prior to the close of business each day.
23
The premise behind OnePower's technology is to provide the benefits of the OP
System without requiring the OP Client to modify their existing system. The
service intends to drop directly into the existing architecture, data formats,
and workflow for straightforward systems integration.
COMPETITORS IN THE EBPP INDUSTRY
Although there are several companies targeting business-to-consumer EBPP
services, the following vendors are OnePower's main competitors.
EDOCS/CHECKFREE - The edocs-checkfree alliance was created in November 2005.
Checkfree intends to use edocs' BillDirect software in its billing system.
Checkfree's strategy is to provide bill consolidation and payment services to
large billers, consumers and financial institutions. This strategy requires
critical mass, as Checkfree adds more billers to the fold it will increase the
possibility that all of a customer's many bills are accessible through
Checkfree.
TRANSPOINT - This company is an alliance between Microsoft, First Data Corp, and
Citibank and was created in September 2004. Transpoint's pilot projects have
targeted financial institutions, multi-national corporations like Xerox and GE,
cellular communications, and retail firms. Transpoint is following a very broad
approach to signing on pilot customers.
BLUEGILL TECHNOLOGIES - Founded in 1996, BlueGill's 1to1 Server is a data stream
parsing engine and translation tool. The product is designed to extract billing
data from intelligent data streams, convert the billing data to one of several
formats (XML, PDF, and ASCII), and store the information in a relational
database.
COMPETITIVE ADVANTAGES
The following are key points of differentiation, which provide advantages over
competing models.
* OnePower intends to provide an outsourcing service. Rapidly changing
EBPP technology, and the substantial upfront costs of developing,
buying or supporting technology, will position OnePower and the OP
System as a safe, cost efficient option for utility firms.
* Targeting Middle Eastern utility companies will provide focus for
product development and sales efforts. EBPP providers blanketing
several different industries have more stakeholders to appease and
potential conflicts of interest within a diverse customer base.
* The push approach to OnePower's EBPP, based on email, will allow the
customer to deliver their utility bills directly to the end-user
customer's smart phone and tablet devices immediately. Email is
active, and provides a better mechanism for customer interaction and
faster payment cycles. Delivery and payment via email is the closest
to the current paper bill process and this should facilitate faster
adoption.
The market is still taking shape and each solution differs in its approach to
delivering and storing billing information. Moreover, OnePower intends focus on
the utility market in an attempt to enable OnePower to gain a dominant share as
EBPP provider for the utility industry. First mover advantage is critical for
EBPP providers-, the first mover can offer the customer all the benefits of
applying technology to the bill presentment and payment process. Once the OP
Client has signed on with OnePower, the OP Client will reap the benefits of
technology, and subsequent competitors will be hard pressed to offer significant
additional benefits.
The electronic bill presentment and payment (EBPP) industry market is becoming
increasingly competitive. We face significant competition in all of our target
markets. A number of banks have developed, and others may in the future develop,
EBPP systems in-house. A number of companies compete in EBPP market.
Additionally, TransPoint LLC, a joint venture among Microsoft Corporation, First
Data Corporation and Citibank N.A., competes aggressively in the area of
electronic billing and payment. TransPoint has its own agreements with financial
institutions to offer electronic billing and payment to consumers. Most of our
competitors have greater financial resources and may be able to withstand sales
or price decreases better than we can. We also expect to continue to face
competition from new market entrants. We may be unable to continue to compete
effectively with these existing or new competitors, which could have a material
adverse effect on our financial condition and results of operations.
RAW MATERIALS / EQUIPMENT
OnePower will need hardware (computers and servers) and software to develop and
operate the OP System and dedicated servers to provide the required operations
of the OP System. Other than that, OnePower will need high-speed Internet
service.
PRINCIPAL SUPPLIERS
OnePower currently has no principal suppliers for equipment or services. .
24
DEPENDENCE ON CUSTOMERS
Currently, OnePower Systems does not have any customers.
In Phase 1, OnePower's ideal target customer should fulfill the following
criteria.
* provide access to IT systems and data files essential to develop the
OP System,
* provide beta-testing site for OnePower's services,
* possess advanced billing and customer care systems,
* substantial credibility within the utility industry - necessary for
Phase 2 growth, and
* willing to share personnel and industry knowledge with OnePower.
OnePower's customers in Phase 2 will fulfill the following criteria:
* "early adopters" and "innovators" of technology within the utility
industry,
* located in areas with high Internet usage, and
* possess sufficiently large customer base to generate greater
transactions for OnePower.
TRADEMARK AND LICENSES
OnePower currently has no patents or trademarks; and OnePower is not party to
any license, franchise, concession, or royalty agreements or any labor
contracts.
GOVERNMENT APPROVALS AND REGULATIONS
Currently, OnePower is in compliance with all business and operations licenses
that are typically applicable to most commercial ventures. However, there can be
no assurance that existing or new laws or regulations that may be adopted in
various jurisdictions in the future will not impose additional fees and taxes on
OnePower and its business operations. Management is not aware of any such
revisions to existing laws and regulations nor new laws or regulations that
could have a negative impact on OnePower's business and add additional costs to
OnePower's business operations.
As an emerging growth company" OnePower will be governed by the Jumpstart Our
Business Startups Act (the "JOBS ACT").
JUMPSTART OUR BUSINESS STARTUPS ACT
In April 2012, the JOBS Act was enacted into law. The JOBS Act provides, among
other things:
- exemptions for "emerging growth companies" from certain financial
disclosure and governance requirements for up to five years and
provides a new form of financing;
- amendments to certain provisions of the federal securities laws to
simplify the sale of securities and increase the threshold number of
record holders required to trigger the reporting requirements of the
Exchange Act;
- relaxation of the general solicitation and general advertising
prohibition for Rule 506 offerings;
- adoption of a new exemption for public offerings of securities in
amounts not exceeding $50 million; and
- exemption from registration by a non-reporting company of offers and
sales of securities of up to $1,000,000 that comply with rules to be
adopted by the SEC pursuant to Section 4(6) of the Securities Act and
exemption of such sales from state law registration, documentation or
offering requirements.
In general, under the JOBS Act a company is an "emerging growth company" if its
initial public offering ("IPO") of common equity securities was effected after
December 8, 2011 and the company had less than $1 billion of total annual gross
revenues during its last completed fiscal year. A company will no longer qualify
as an "emerging growth company" after the earliest of:
(a) the completion of the fiscal year in which the company has total
annual gross revenues of $1 billion or more,
(b) the completion of the fiscal year of the fifth anniversary of the
company's IPO,
(c) the company's issuance of more than $1 billion in nonconvertible debt
in the prior three-year period, or
(d) the company becoming a "larger accelerated filer" as defined under the
Exchange Act,
The JOBS Act provides additional new guidelines and exemptions for non-reporting
companies and for non-public offerings. Those exemptions that impact OnePower
are discussed below.
25
FINANCIAL DISCLOSURE. The financial disclosure in a registration statement filed
by an "emerging growth company" pursuant to the Securities Act will differ from
registration statements filed by other companies as follows:
(1) audited financial statements required for only two fiscal years
(provided that "smaller reporting companies" such as OnePower are
regardless only required to provide two years of financial
statements);
(2) selected financial data required for only the fiscal years that were
audited (provided that "smaller reporting companies" such as OnePower
are not required to provide selected financial data as required by
Item 301 of Regulation S-K); and
(3) executive compensation only needs to be presented in the limited
format now required for "smaller reporting companies".
However, the requirements for financial disclosure provided by Regulation S-K
promulgated by the Rules and Regulations of the SEC already provide certain of
these exemptions for smaller reporting companies. OnePower is a smaller
reporting company. Currently a smaller reporting company is not required to file
as part of its registration statement selected financial data and only needs to
include audited financial statements for its two most current fiscal years with
no required tabular disclosure of contractual obligations.
The JOBS Act also exempts OnePower's independent registered public accounting
firm from having to comply with any rules adopted by the Public Company
Accounting Oversight Board ("PCAOB") after the date of the JOBS Act's enactment,
except as otherwise required by SEC rule.
The JOBS Act further exempts an "emerging growth company" from any requirement
adopted by the PCAOB for mandatory rotation of the Company's accounting firm or
for a supplemental auditor report about the audit.
INTERNAL CONTROL ATTESTATION. The JOBS Act also provides an exemption from the
requirement of OnePower's independent registered public accounting firm to file
a report on OnePower's internal control over financial reporting, although
management is still required to file its report on the adequacy of OnePower's
internal control over financial reporting.
Section 102(a) of the JOBS Act exempts "emerging growth companies" from the
requirements in ss.14A(e) of the Exchange Act for companies with a class of
securities registered under the Exchange Act to hold shareholder votes for
executive compensation and golden parachutes.
OTHER ITEMS OF THE JOBS ACT. The JOBS Act also provides that an "emerging growth
company" can communicate with potential investors that are qualified
institutional buyers or institutions that are accredited to determine interest
in a contemplated offering either prior to or after the date of filing the
respective registration statement. The JOBS Act also permits research reports by
a broker or dealer about an "emerging growth company" regardless of whether such
report provides sufficient information for an investment decision. In addition
the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules
or regulations regarding brokers, dealers and potential investors,
communications with management and distribution of a research reports on the
"emerging growth company's" IPO.
Section 106 of the JOBS Act permits "emerging growth companies" to submit
registration statements under the Securities Act on a confidential basis
provided that the registration statement and all amendments thereto are publicly
filed at least 21 days before the issuer conducts any road show. This is
intended to allow "emerging growth companies" to explore the IPO option without
disclosing to the market the fact that it is seeking to go public or disclosing
the information contained in its registration statement until the "emerging
growth company" is ready to conduct a roadshow.
ELECTION TO OPT OUT OF TRANSITION PERIOD. Section 102(b)(1) of the JOBS Act
exempts "emerging growth companies" from being required to comply with new or
revised financial accounting standards until private companies (that is, those
that have not had a Securities Act registration statement declared effective or
do not have a class of securities registered under the Exchange Act) are
required to comply with the new or revised financial accounting standard.
The JOBS Act provides that a company can elect to opt out of the extended
transition period and comply with the requirements that apply to non-emerging
growth companies but any such election to opt out is irrevocable. The Company
has elected to opt out of the transition period.
RESEARCH AND DEVELOPMENT COSTS
OnePower has not spent any funds on either company-sponsored research and
development activities or customer-sponsored research activities relating to the
development of new products, services or techniques or the improvement of
existing products, services, or techniques.
EMPLOYEES
OnePower currently does not have any employees. OnePower intends to retain the
services of trained staff and technicians as needed, which will include
technical and administrative personnel and service provider technicians.
OnePower will also retain consultants on an "as needed basis".
26
DESCRIPTION OF PROPERTY
OnePower currently has no assets, with the exception of its website
(www.onepowersystems.com).
OnePower's executive offices are located at Ain El-Mraisseh 73 Bliss
Street,Qoreitem Bldg, 3rd floor Beirut-Lebanon . Soha Hamdan, the sole officer
and director of OnePower, is providing the office space on a rent free basis.
Management believes that OnePower's current facilities are suitable and adequate
to meet its current needs, and that suitable additional or substitute space will
be available as needed to accommodate expansion of OnePower's Business
operations.
LEGAL PROCEEDINGS
OnePower has no legal proceedings that have been or are currently being
undertaken for or against OnePower nor are any contemplated.
SEC FILINGS
This prospectus and exhibits will be contained in a Form S-1 registration
statement that will be filed with the Securities and Exchange Commission.
OnePower will become a reporting company after this registration statement has
been declared effective by the Securities and Exchange Commission ("SEC"). As a
reporting company OnePower will file quarterly, annual, and other reports with
the SEC. OnePower is only obliged to report to the SEC for one year, however, it
is the intention of management to continue reporting with the SEC after that
initial year. Until then, OnePower and its affiliates and certain shareholders
of OnePower will not be required to file certain reports with the SEC, including
beneficial owner reports, and will not be subject to certain rules, including
proxy rules.
OnePower's reporting obligations will automatically be suspended when (1) its
common shares reporting under Section 15(d) are registered under Section 12 of
the Exchange Act (E.G., such as when OnePower's common shares are listed on an
exchange or quoted on a quotation system), or (2) at the beginning of OnePower's
fiscal year, its common shares are held of record by fewer than 300 persons. In
the first instance, OnePower would be furnishing periodic reports to the SEC (by
reason of Section 13). In the latter case, OnePower would no longer be subject
to periodic reporting obligations so long as the number of holders remains below
300.
In addition, the periodic reporting obligations under Section 15(d) may be
suspended during OnePower's fiscal year if OnePower relies on Rule 12h-3. The
suspension under Rule 12h-3 is available if OnePower has properly furnished all
reports required under Section 15(d) to date and its common shares are either
(1) held of record by fewer than 300 persons, or (2) held of record by fewer
than 500 persons and the total assets of OnePower are less than $10 million.
OnePower will be required to file a certification on Form 15 with the SEC to
avail itself of the suspension.
You may read and copy any materials OnePower files with the SEC at the SEC's
Public Reference Room at 100 F Street, N.E., Washington, D.C., 20549. You may
obtain information from the Public Reference Room by calling the SEC at
1-800-SEC-0330. Since OnePower is an electronic filer, the easiest way to access
its reports is through the SEC's Internet website that contains information
regarding issuers that file electronically with the SEC.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
There is presently no public market for OnePower's common stock. OnePower
anticipates applying for trading of its common stock on the Over-the-Counter
Bulletin Board (the "OTC BULLETIN BOARD") upon the effectiveness of the
registration statement of which this prospectus forms a part. However, a market
maker must file an application on OnePowers behalf under Rule 15C211 in order to
make a market in our common stock, there is no guarantee that a market maker
will agree to file such an application, there is no guarantee that such an
application will be accepted and therefore, OnePower can provide no assurance
that its shares will be quoted on the OTC Bulletin Board or, if traded, that a
public market will materialize.
As of November 30, 2012 OnePower had 17 million common shares outstanding of
which 15 million common shares are owned by non-affiliate shareholders and 2
million common shares are owned by OnePower's sole director and officer who is
an affiliate.
Subject to the Rule 144 volume limitations and the "shell company" trading
restrictions described in the paragraph below, there are a total of 17,000,000
shares of OnePower's common stock that can be sold pursuant to Rule 144 as
follows:
* 2 million shares of common stock owned by one affiliate since April 1,
2010; and
* 7.5 million shares of common stock owned by 30 non-affiliates since
October 15, 2010.
27
RULE 144 SHARES
Subject to OnePower's status as a "shell company" as defined by the SEC and
discussed below, under Rule 144 a shareholder, including an affiliate of
OnePower, may sell shares of common stock after at least six months have elapsed
since such shares were acquired from OnePower or an affiliate of OnePower. Rule
144 further restricts the number of shares of common stock which may be sold
within any 90 day period to the greater of one percent of the then outstanding
shares of common stock or the average weekly trading volume in the common stock
during the four calendar weeks preceding the date on which notice of such sale
was filed under Rule 144. Certain other requirements of Rule 144 concerning
availability of public information, manner of sale and notice of sale must also
be satisfied. In addition, a shareholder who is not an affiliate of OnePower,
and who has not been an affiliate of OnePower for 90 days prior to the sale, and
who has beneficially owned shares acquired from OnePower or an affiliate of
OnePower for more than one year may resell the shares of common stock without
compliance with the foregoing requirements under Rule 144.
If OnePower is classified as a "shell company" for having (1) no or nominal
operations and (2) no or nominal assets, then Rule 144 will not be available to
the shareholders of OnePower and they would not be able to sell their shares
until OnePower is no longer classified as a "shell company" or the shares are
registered. Shareholders would only be able to rely on Rule 144 and to sell
their shares (a) once the shares are registered or (b) one year after OnePower
files the required information once it ceases to be a "shell company".
HOLDERS OF ONEPOWER'S COMMON STOCK
As of April 1, 2013 OnePower had 31 holders of its common stock.
EQUITY COMPENSATION PLANS
OnePower has no equity compensation program including no stock option plan and
none are planned for the foreseeable future.
REGISTRATION RIGHTS
OnePower has not granted registration rights to the selling shareholders or to
any other person.
DIVIDENDS
There are no restrictions in OnePower's articles of incorporation or bylaws that
restrict OnePower from declaring dividends. The Nevada Revised Statutes,
however, do prohibit OnePower from declaring dividends where, after giving
effect to the distribution of the dividend:
OnePower would not be able to pay its debts as they become due in the usual
course of business; or
OnePower's total assets would be less than the sum of its total liabilities,
plus the amount that would be needed to satisfy the rights of shareholders who
have preferential rights superior to those receiving the distribution.
OnePower has not declared any dividends. OnePower does not plan to declare any
dividends in the foreseeable future.
28
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
GENERAL
This discussion should be read in conjunction with the November 30, 2012 audited
financial statements, the notes, and the tables included elsewhere in this
registration statement. Management's discussion and analysis contains
forward-looking statements that are provided to assist in the understanding of
anticipated future performance. However, future performance involves risks and
uncertainties that may cause actual results to differ materially from those
expressed in the forward-looking statements. See "Forward-looking Statements"
below for more details.
OnePower is a startup company, with operations located in Lebanon, engaged in
the development of an electronic bill delivery and payment system (the "OP
SYSTEM") that will be designed with the intent to provide Middle Eastern utility
companies with the ability to present bills and receive payment electronically.
OnePower has not commenced significant operations and is considered a
Development Stage Company, as defined by Statement of Financial Accounting
Standard ("SFAS") No.7 ACCOUNTING AND REPORTING BY DEVELOPMENT STAGE
ENTERPRISES, and follows the guideline of the Financial Accounting Standards
Board's ("FASB") Accounting Standards Codifications ("ASC") Topic 915
Development State Entities.
As an emerging growth company under the JOBS Act, OnePower has elected to opt
out of the extended transition period for complying with new or revised
accounting standards pursuant to Section 107(b) of the Act. This election is
irrevocable.
LIQUIDITY CAPITAL RESOURCES AND FINANCIAL POSITION
YEAR ENDED NOVEMBER 30, 2012
Liquidity is the ability of a company to generate funds to support its current
and future operations, satisfy its obligations, and otherwise operate on an
ongoing basis. As of November 30, 2012, OnePower had total assets of $9,141 and
a working capital deficit of ($4,881), compared with a working capital of $6,064
as of November 30, 2011. The decrease in the working capital was primarily due
to an increase in the accounts payable and accrued liabilities. Assets consisted
of $9,141 in cash and the liabilities consisted of $14,022 in accounts payable
accrued liabilities and notes payable as of November 30, 2012.
From its inception, on August 28, 2009 to November 30, 2012 OnePower raised a
total of $17,000 from private offerings of its shares of common stock, which has
been used to fund OnePower's operations to date.
The notes to OnePower's audited financial statements as of November 30, 2012,
disclose its uncertain ability to continue as a going concern. OnePower has not
and does not expect to generate any revenues to cover its expenses while it is
in the development stage and as a result OnePower had accumulated a deficit of
$21,881 since inception. As of November 30, 2012, OnePower had $14,022 in
current liabilities. When its current liabilities are offset against its current
assets of $9,141 OnePower is left with a working capital deficit of $(4,881).
NET CASH FLOWS (USED IN) OPERATING ACTIVITIES. Net cash flows from operating
activities during the year ended November 30, 2012 was a negative cash flow of
$13,335 compared with negative cash flow of$372 for the period ended November
30, 2011. The decrease was primarily due to an operating loss of $10,945 and
accrued liabilities of $2,390.
NET CASH FLOWS (USED IN) INVESTMENT ACTIVITIES. Net cash used in investment
activities was $nil during the three month period ended February 28, 2013
compared to net cash of $nil used in investment activities for the same time
period in the prior fiscal year.
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES. Net cash provided by financing
activities was $nil during the three month period ended February 28, 2013
compared to net cash of $nil used in operating activities for the same time
period in the prior fiscal year.
THREE MONTH PERIOD ENDED FEBRUARY 28, 2013
As of February 28, 2013, OnePower had total assets of $6,822 and a working
capital deficit of ($8,937), compared with working capital of $5,269 for the
period ended February 28, 2012. The decrease in the working capital was
primarily due to a decrease in cash and an increase in notes payable. Assets
consisted of $6,822 in cash and the liabilities consisted of $5,759in accounts
payable and accrued liabilities and a $10,000 increase in notes payable to a
related party..
From its inception, on August 28, 2009 to February 28, 2013 OnePower raised a
total of $17,000 from private offerings of its shares of common stock, which has
been used to fund OnePower's operations to date. Also, during the period ended
February 28, 2013, borrowed $10,000 by way of debt financing to a related party
its sole officer and director Soha Hamdan. Since February 28, 2013 OnePower has
not raised any additional funds.
29
NET CASH FLOWS (USED IN) OPERATING ACTIVITIES. OnePower used net cash of $2,319
in operating activities during the three month period ended February 28, 2013
compared to net cash of $162 used in operating activities for the same time
period in the prior fiscal year. The increase in net cash used in operating
activities was primarily due to a net loss during the period of $4,056 and an
increase of $1,737in accounts payable and accrued liabilities.
NET CASH FLOWS (USED IN) INVESTMENT ACTIVITIES. Net cash used in investment
activities was $nil during the three month period ended February 28, 2013
compared to net cash of $nil used in investment activities for the same time
period in the prior fiscal year.
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES. Net cash provided by financing
activities was $nil during the three month period ended February 28, 2013
compared to net cash of $nil used in operating activities for the same time
period in the prior fiscal year.
RESULTS OF OPERATIONS
YEAR ENDED NOVEMBER 30, 2012
NET LOSS. During the year ended November 30, 2012, OnePower had a net loss of
$10,945 or ($0.00) per share, compared to a net loss of $2,964 or ($0.00) per
share during the year ended November 30, 2011. The difference in the net losses
was the direct result of the decrease in general and administrative expenses.
REVENUE. OnePower had no operating revenues since its inception on August 28,
2009, through to November 30, 2012. OnePower's activities have been financed
from the proceeds of share subscriptions.
OPERATING EXPENSES. During the year ended November 30, 2012, OnePower had
operating expenses of $10,945 compared to expenses of $2,964 during the year
ended November 30, 2011. Expenses increased primarily from legal and accounting
expenses for the the filing of documents with the Security and Exchange.
THREE MONTH PERIOD ENDED FEBRUARY 28, 2013
NET LOSS. During the three months ended period February 28, 2013, OnePower had a
net loss of $4,056 or ($0.00) per share, compared to a net loss of $796 or
($0.00) per share during the three month period ended February 29, 2012. The
difference in the net losses was the direct result of the decrease in general
and administrative expenses.
REVENUE. OnePower had no operating revenues since its inception on August 28,
2009, through to February 28, 2013. OnePower's activities have been financed
from the proceeds of share subscriptions.
OPERATING EXPENSES. . During the three months ended November 30, 2012, OnePower
incurred operating expenses of $4,056 compared to the three month period ended
February 29, 2012. The accounting and legal expenses for filing financial
statements with the Securities and Exchange Commission accounted for the
increase. Since its inception on August 28, 2009, through to February 28, 2013,
the Company incurred operating expenses of $25,937, consisting primarily of
legal and accounting fees.
OnePower plans to begin developing OP System and its website in November 2013
and expects it to take 12 months to complete. Simultaneous to the development of
its products, OnePower plans to target specific Middle Eastern utility companies
for pilot program participants and first adopters of the OP system. The first
company targeted for the pilot program is Electricite Du Liban, the state-owned
utility company in Lebanon. Management expects to complete the first two phases
of its plan of operation by April 2014. Beginning in June 2014, OnePower plans
to implement its marketing and sales program for its products and services,
which will be an ongoing phase of OnePower's plan of operation. From January
2014 to March 2014, OnePower will begin interviewing and recruiting personnel
and consultants. During this same time period, OnePower plans to identify,
evaluate, and purchase the necessary equipment and supplies. Finally, beginning
in September 2014, OnePower plans to begin offering its products and services to
potential target companies. Management expects to begin generating revenues from
the sale of its products and services in January 2015.
INFLATION
Management does not believe that inflation will have a material impact on
OnePower's future operations.
OFF-BALANCE SHEET ARRANGEMENTS
OnePower has no off-balance sheet arrangements including arrangements that would
affect its liquidity, capital resources, market risk support and credit risk
support or other benefits. OnePower does not have any non-consolidated,
special-purpose entities.
CONTINGENCIES AND COMMITMENTS
OnePower had no contingencies or long term commitments at February 28, 2013.
30
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
An appreciation of OnePower's critical accounting policies is necessary to
understand its financial results. These policies may require that OnePower to
make difficult and subjective judgments regarding uncertainties; as a result,
the estimates may significantly impact its financial results. The precision of
these estimates and the likelihood of future changes depend on a number of
underlying variables and a range of possible outcomes. OnePower has applied its
critical accounting policies and estimation methods consistently.
DEVELOPMENT STAGE COMPANY
OnePower has not earned any revenue from limited principal operations.
Accordingly, OnePower's activities have been accounted for as those of a
"Development Stage Entity" as set forth in Financial Accounting Standards Board
("FASB") Accounting Standards Codification ("ASC") 915. Among the disclosures
required by ASC Topic 915 are that OnePower's financial statements be identified
as those of a development stage company, and that the statements of earnings,
retained earnings and stockholders' equity and cash flows disclose activity
since the date of OnePower's inception. All losses accumulated since inception
have been considered as part of OnePower's development stage activities.
CONCENTRATION OF CREDIT RISK
OnePower places its cash and cash equivalents with a high credit quality
financial institution. OnePower maintains United States Dollars at banks in
Romania and Switzerland that are not insured. OnePower minimizes its credit
risks associated with cash by periodically evaluating the credit quality of its
primary financial institution.
FOREIGN CURRENCY TRANSLATION
OnePower is located and operating outside of the United States of America. The
functional currency of OnePower is the U.S. Dollar. At the transaction date,
each asset, liability, revenue and expense is translated into U.S. dollars by
the use of the exchange rate in effect at that date. At the period end, monetary
assets and liabilities are re-measured by using the exchange rate in effect at
that date. The resulting foreign exchange gains and losses are included in
operations.
FORWARD-LOOKING STATEMENTS
This registration statement contains forward-looking statements within the
meaning of the federal securities laws that involve risks and uncertainties.
Statements that are not historical facts, including statements about
management's beliefs and expectations, are forward-looking statements.
Forward-looking statements include statements preceded by, followed by, or that
include the words "may," "could," "would," "should," "believe," "expect,"
"anticipate," "plan," "estimate," "target," "project," "intend," or similar
expressions. These statements include, among others, statements regarding
OnePower's current expectations, estimates and projections about future events
and financial trends affecting the financial condition and operations of its
business. Forward-looking statements are only predictions and not guarantees of
performance and speak only as of the date they are made. OnePower undertakes no
obligation to update any forward-looking statement in light of new information
or future events.
Although management believes that the expectations, estimates and projections
reflected in the forward-looking statements are based on reasonable assumptions
when they are made, OnePower can give no assurance that these expectations,
estimates and projections can be achieved. Management believes the
forward-looking statements in this registration statement are reasonable;
however, you should not place undue reliance on any forward-looking statement,
as they are based on current expectations. Future events and actual results may
differ materially from those discussed in the forward-looking statements.
Factors that could cause actual results to differ materially from OnePower's
expectations include, but are not limited to:
* the number of Middle Eastern utility companies that OnePower is able
to successfully sign-up and provide services to,
* changes in federal or state laws and regulations to which OnePower is
subject, including tax, environmental, and employment laws and
regulations,
* conditions of the capital markets that OnePower utilizes to access
capital,
* the ability to raise capital in a cost-effective way,
* the effect of changes in accounting policies, if any,
* the ability of OnePower to manage its growth,
* the ability to control costs,
* OnePower's ability to achieve and maintain effective internal controls
in accordance with Section 404 of the Sarbanes-Oxley Act of 2002,
* OnePower's ability to obtain governmental and regulatory approval of
various expansion or other projects,
* changes in general economic conditions in North America and Lebanon,
and changes in the industries in which OnePower conducts its business,
and
* the costs and effects of legal and administrative claims and
proceedings against OnePower.
31
For a more detailed discussion of these and other risks that may impact
OnePower's business, see "Risk Factors" beginning on page 7.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Since inception on August 28, 2009, there were no disagreements with OnePower's
principal accountants on any matter of accounting principle or practices,
financial statement disclosure or auditing scope or procedure. In addition,
there were no reportable events as described in Item 304 of Regulation S-K that
occurred within OnePower's two most recent fiscal years and the subsequent
interim periods.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The sole Director and Officer currently serving OnePower is as follows:
Name Age Positions Held and Tenure
---- --- -------------------------
Soha Hamdan 51 CEO, President, CFO, Treasurer, Corporate Secretary,
and Director since August 28, 2009
The sole Director named above will serve until the next annual meeting of the
shareholders. Thereafter, directors will be elected for one-year terms at the
annual shareholders' meeting. Officers will hold their positions at the pleasure
of the board of directors, absent any employment agreement, of which none
currently exists or is contemplated.
BIOGRAPHICAL INFORMATION
SOHA HAMDAN
Ms. Hamdan has acted as OnePower's sole Director and Officer since its inception
on August 28, 2009. Since July 2008, Ms. Hamdan has also been providing services
as a business consultant for small companies specializing in start up and
mezzanine financing and from January 2004 to June 2008 Ms. Hamdan was the
executive assistant of the CEO of Ramco Trading and Contracting in Beruit ( a
private Lebanese contracting company engaged in the construction industry). Ms.
Hamdan intends to devote approximately 25% or 10 hours a week of her business
time to the affairs of OnePower.
CONFLICTS OF INTEREST
Though Ms. Hamdan does not work with any other EBPP solution provider companies
other than OnePower, she may in the future. OnePower does not have any written
procedures in place to address conflicts of interest that may arise between its
business and the future business activities of Ms. Hamdan.
AUDIT COMMITTEE FINANCIAL EXPERT
OnePower does not have a financial expert serving on an audit committee.
OnePower does not have an audit committee because it is a start-up development
company and has no revenue.
SIGNIFICANT EMPLOYEES AND CONSULTANTS
OnePower has no significant employees, with the exception of its sole officer
and director, Soha Hamdan.
FAMILY RELATIONSHIPS
There are no family relationships among the directors, executive officers or
persons nominated or chosen by OnePower to become directors or executive
officers.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
During the past ten years, no of the director, officer, or promoter of OnePower
has been:
32
* a general partner or executive officer of any business against which
any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
* convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
* subject to any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting her involvement in any type of business, securities or
banking activities;
* subject to any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any Federal or State authority barring,
suspending or otherwise limiting for more than 60 days the right of
such person to engage in any activity as a futures commission
merchant, introducing broker, commodity trading advisor, commodity
pool operator, floor broker, leverage transaction merchant, any other
person regulated by the Commodity Futures Trading Commission, or an
associated person of any of the foregoing, or as an investment
adviser, underwriter, broker or dealer in securities, or as an
affiliated person, director or employee of any investment company,
bank, savings and loan association or insurance company, or engaging
in or continuing any conduct or practice in connection with such
activity, or to be associated with persons engaged in any such
activity;
* found by a court of competent jurisdiction in a civil action or by the
SEC to have violated any Federal or State securities law, and the
judgment in such civil action or finding by the SEC has not been
subsequently reversed, suspended, or vacated;
* found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any Federal
commodities law, and the judgment in such civil action or finding by
the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated;
* the subject of, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of:
* any Federal or State securities or commodities law or regulation;
or
* any law or regulation respecting financial institutions or
insurance companies including, but not limited to, a temporary or
permanent injunction, order of disgorgement or restitution, civil
money penalty or temporary or permanent cease-and-desist order,
or removal or prohibition order; or
* any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or
* the subject of, or a party to, any sanction or order, not subsequently
reversed, suspended or vacated, of any self-regulatory organization,
any registered entity, or any equivalent exchange, association, entity
or organization that has disciplinary authority over its members or
persons associated with a member.
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
OnePower does not have any compensation policies currently in place nor a
compensation committee.
Since the end of OnePower's last fiscal year end, no actions have been taken
regarding executive compensation.
33
SUMMARY COMPENSATION TABLE
The table below summarizes all compensation awarded to, earned by, or paid to
OnePower's Officer for all services rendered in all capacities to OnePower for
the fiscal periods indicated.
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- --------
Soha Hamdan 2012 nil nil nil nil nil nil nil nil
CEO & CFO 2011 nil nil nil nil nil nil nil nil
Aug 2009 - 2010 nil nil nil nil nil nil nil nil
present 2009 nil nil nil nil nil nil nil nil
OnePower's director has not received any monetary compensation as a director
since OnePower's inception to the date of this prospectus. OnePower currently
does not pay any compensation to its director serving on its board of directors.
STOCK OPTION GRANTS
OnePower has not granted any stock options to the executive officer since its
inception on August 28, 2009.
EMPLOYMENT AGREEMENTS
Currently, OnePower does not have an employment agreement with Soha Hamdan.
However, OnePower reimburses Ms. Hamdan for all reasonable expenses incurred by
Ms. Hamdan while acting as the sole director and officer of OnePower.
There are no other agreements between OnePower and any named executive officer,
and there are no employment agreements or other compensating plans or
arrangements with regard to any named executive officer that provide for
specific compensation in the event of resignation, retirement, other termination
of employment or from a change of control of OnePower or from a change in a
named executive officer's responsibilities following a change in control.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this prospectus, the number of
shares of common stock owned of record and beneficially by executive officers,
directors, and persons who hold 5% or more of the outstanding common stock of
OnePower.
Name and Address Number of Shares Percent of Class Owned
Title of Class of Beneficial Owner Owned Beneficially Prior To This Offering (1)
-------------- ------------------- ------------------ --------------------------
common shares Soha Hamdan 2,181,818 (2) 12.7%
Ain El-Mraisseh
73 Bliss Street, Qoreitem Bldg
3rd floor
Beirut-Lebanon
common shares All executive officers 2,181,818 (2) 12.7%
and directors as a group
----------
(1) The percent of class is based on 17,1811,818 shares of common stock
outstanding as of April 11, 2013, which includes the 181,818 common shares
that can be issued for the conversion of the demand note payable given to
Soha Hamdan.
(2) Includes the 181,818 common shares that can be issued for the conversion of
the demand note payable given to Soha Hamdan for the purpose of this
calculation.
34
Each person listed above has full voting and investment power with respect to
the common shares indicated. Under the rules of the SEC, a person (or a group of
persons) is deemed to be a "beneficial owner" of a security if he or she,
directly or indirectly, has or shares power to vote or to direct the voting of
such security. Accordingly, more than one person may be deemed to be a
beneficial owner of the same security. A person is also deemed to be a
beneficial owner of any security, which that person has the right to acquire
within 60 days, such as options or warrants to purchase OnePower's common
shares.
CHANGES IN CONTROL
OnePower is not aware of any arrangement that may result in a change in control
of the Company.
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND
CERTAIN CONTROL PERSONS
(A) TRANSACTIONS WITH RELATED PERSONS
During OnePower's last three fiscal years, no director, executive officer,
security holder, nor any immediate family of such director, executive officer,
nor security holder owning 5% or more has had any direct or indirect material
interest in any transaction or currently proposed transaction, which OnePower
was or is to be a participant, that exceeded the lesser of (1) $120,000 or (2)
one percent of the average of OnePower's total assets at year-end for the last
two completed fiscal years, with the exception of the following:
Soha Hamdan, the sole officer and director of OnePower, is providing the office
space on a rent free basis.
ISSUANCE OF STOCK
On December 12, 2009, OnePower issued 2,000,000 shares of common stock at a
price of $0.001 per share for cash proceeds of $2,000 to its President, Soha
Hamdan.
CONVERTIBLE NOTE
On November 9, 2012, OnePower issued a promissory note for $10,000 dollars,
payable on demand and convertible into 181,818 common shares to its President,
Soha Hamdan.
(B) REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS
Currently OnePower does not have any policies and procedures for the review,
approval, or ratification of transactions with related persons.
(C) PROMOTERS AND CERTAIN CONTROL PERSONS
Since inception of OnePower on August 28, 2009, Soha Hamdan has been the only
promoter of OnePower's business, but Ms. Hamdan has not received anything of
value from OnePower nor is any person entitled to receive anything of value from
OnePower for services provided as a promoter of the business of OnePower. Ms.
Hamdan Is the beneficial owner of 2,000,000 common shares received through a
stock subscription in OnePower and a promissory note received for a loan she
made to OnePower, that can be converted into a further 181,818 common shares of
OnePower.
(D) DIRECTOR INDEPENDENCE
OnePower's board of directors currently solely consists of Soha Hamdan. Pursuant
to Item 407(a) of Regulation S-K of the Securities Act, OnePower's board of
directors has adopted the definition of "independent director" as set forth in
Rule 4200(a)(15) of the NASDAQ Manual. In summary, an "independent director"
means a person other than an executive officer or employee of OnePower or any
other individual having a relationship which, in the opinion of OnePower's board
of directors, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director, and includes any director who
accepted any compensation from OnePower in excess of $200,000 during any period
of 12 consecutive months with the three past fiscal years. Also, the ownership
of OnePower's stock will not preclude a director from being independent.
35
In applying this definition, OnePower's board of directors has determined that
Ms. Hamdan does not qualify as an "independent director" pursuant to the same
Rule.
As of the date of the prospectus, OnePower did not maintain a separately
designated compensation or nominating committee. OnePower has also adopted this
definition for the independence of the members of its audit committee. Soha
Hamdan is the sole member of OnePower's audit committee. OnePower's board of
directors has determined that Ms. Hamdan is not "independent" for purposes of
Rule 4200(a)(15) of the NASDAQ Manual, applicable to audit, compensation and
nominating committee members, and is not "independent" for purposes of Section
10A(m)(3) of the Securities Exchange Act.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling OnePower
pursuant to provisions of the State of Nevada, OnePower has been informed that,
in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
36
FINANCIAL STATEMENTS
ONEPOWER SYSTEMS LTD.
AUDITED FINANCIAL STATEMENTS
FOR THE PERIOD AUGUST 28, 2009 (INCEPTION)
TO THE PERIOD ENDED NOVEMBER 30, 2012
INDEX TO FINANCIAL STATEMENTS
Index
-----
Report of Independent Registered Public Accounting Firm F-2
Balance Sheets F-3
Statement of Operations F-4
Statement of Stockholders' Equity F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7
F-1
[LETTERHEAD OF KYLE L. TINGLE, CPA, LLC]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
OnePower Systems, Inc.
New Shalileh, Kesserwan
Lebanon
We have audited the accompanying balance sheets of OnePower Systems, Ltd. (A
Development Stage Company) as of November 30, 2012 and 2011 and the related
statements of operations, stockholders' equity (deficit), and cash flows for the
period August 28, 2009 (inception) through November 30, 2012. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of OnePower Systems, Ltd. (A
Development Stage Company) as of November 30, 2012 and 2011 and the results of
its operations and cash flows for the period August 28, 2009 (inception) through
November 30, 2012, in conformity with U.S. generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has limited operations and has no established
source of revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters is also
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Kyle L. Tingle, CPA, LLC
--------------------------------------
Kyle L. Tingle, CPA, LLC
February 15, 2013
Las Vegas, Nevada
F-2
ONEPOWER SYSTEMS LTD.
(A Development Stage Company)
BALANCE SHEETS
November 30, November 30,
2012 2011
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 9,141 $ 12,476
-------- --------
Total Assets $ 9,141 $ 12,476
======== ========
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 4,022 $ 6,412
Note payable, related party 10,000 --
-------- --------
Total Current Liabilities 14,022 6,412
STOCKHOLDERS' (DEFICIT) EQUITY
Common stock - Note 6
Par value: $0.001
Authorized 200,000,000 shares; issued and
outstanding 17,000,000 shares 17,000 17,000
Deficit accumulated during the development stage (21,881) (10,936)
-------- --------
Total Stockholders' (Deficit) Equity (4,881) 6,064
-------- --------
Total Liabilities and Stockholders' (Deficit) Equity $ 9,141 $ 12,476
======== ========
The accompanying notes are an integral part of the financial statements.
F-3
ONEPOWER SYSTEMS LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
For the Period
For the For the August 28, 2009
Year ended Year ended (inception) to
November 30, November 30, November 30,
2012 2011 2012
------------ ------------ ------------
$ -- $ -- $ --
REVENUES
EXPENSES
General and administrative expenses 10,945 2,964 21,881
------------ ------------ ------------
Net loss and comprehensive loss $ (10,945) $ (2,964) $ (21,881)
============ ============ ============
Loss per share of common stock
-Basic and diluted $ (0.00) $ (0.00)
============ ============
Weighted average shares of common stock
-Basic and diluted 17,000,000 17,000,000
============ ============
The accompanying notes are an integral part of the financial statements.
F-4
ONEPOWER SYSTEMS LTD.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' (DEFICIT) EQUITY
Deficit
Accumulated
Common Stock Additional During the
------------------------- Paid-in Development
Shares Amount Capital Stage Total
---------- ---------- --------- ---------- ----------
Balance, August 28, 2009 (Inception) -- $ -- $ -- $ -- $ --
Net loss for the period -- -- -- (2,696) (2,696)
---------- ---------- --------- ---------- ----------
Balance, November 30, 2009 -- $ -- $ -- $ (2,696) $ (2,696)
---------- ---------- --------- ---------- ----------
Issuance of common stock on
January 1, 2010 @ $0.001
per share 2,000,000 2,000 -- -- 2,000
Issuance of common stock on
May 27, 2010 @ $0.001
per share 4,000,000 4,000 -- -- 4,000
Issuance of common stock on
August 31, 2010 @ $0.001
per share 3,500,000 3,500 -- -- 3,500
Issuance of common stock on
September 2, 2010 @ $0.001
per share 5,500,000 5,500 -- -- 5,500
Issuance of common stock on
October 15, 2010 @ $0.001
per share 2,000,000 2,000 -- -- 2,000
Net loss for the period -- -- -- (5,275) (5,725)
---------- ---------- --------- ---------- ----------
Balance, November 30, 2010 17,000,000 $ 17,000 $ -- $ (7,971) $ 9,029
---------- ---------- --------- ---------- ----------
Net loss for the period -- -- -- (2,965) (2,965)
---------- ---------- --------- ---------- ----------
Balance, November 30, 2011 17,000,000 $ 17,000 $ -- $ (10,936) $ 6,064
---------- ---------- --------- ---------- ----------
Net loss for the period -- -- -- (10,945) (10,945)
---------- ---------- --------- ---------- ----------
Balance, November 30, 2012 17,000,000 $ 17,000 $ -- $ (21,881) $ (4,881)
========== ========== ========= ========== ==========
The accompanying notes are an integral part of the financial statements.
F-5
ONEPOWER SYSTEMS LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Period
For the For the August 28, 2009
Year ended Year ended (inception) to
November 30, November 30, November 30,
2012 2011 2012
-------- -------- --------
Cash Flows (used in) Operating Activities
Net loss $(10,945) $ (2,964) $(21,881)
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
Accounts payable and accrued liabilities (2,390) 2,592 4,022
-------- -------- --------
Net Cash (used in) Operating Activities (13,335) (372) (17,859)
-------- -------- --------
Cash Flows from Financing Activities
Common shares -- -- 17,000
Proceeds of convertible notes payable 10,000 -- 10,000
-------- -------- --------
Net Cash provided by Financing Activities 10,000 -- 27,000
Increase (decrease) in cash (3,335) (372) 9,141
-------- -------- --------
Cash at beginning of period 12,476 12,848 --
-------- -------- --------
Cash at end of period $ 9,141 $ 12,476 $ 9,141
======== ======== ========
Supplemental Information and Non-Monetary Transaction
Interest Paid $ -- $ -- $ --
======== ======== ========
Taxes Paid $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of the financial statements.
F-6
ONEPOWER SYSTEMS LTD.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
November 30, 2012
1. ORGANIZATION AND NATURE OF OPERATIONS
OnePower Systems Ltd. ("the Company") was incorporated in the State of Nevada,
USA on August 28, 2009. The Company is in its early development stage since its
formation and has not realized any revenues from its planned operations. The
Company is engaged in the development of electronic bill delivery and payment
systems that will enable vendors the abilities to present bills and receive
payments electronically.
The Company has chosen a November 30 year end.
2. GOING CONCERN UNCERTAINTIES
These financial statements have been prepared in conformity with generally
accepted accounting principles in the United States, which contemplate
continuation of the Company as a going concern. However, the Company has limited
operations and has sustained operating losses resulting in a deficit. In view of
these matters, operating as a going concern is dependent upon the Company's
ability to meet its financing requirements, and the success of its future
operations.
The Company has accumulated a deficit of $21,881 since inception August 28,
2009, has yet to achieve profitable operations and further losses are
anticipated in the development of its business. The Company's ability to
continue as a going concern is in substantial doubt and is dependent upon
obtaining additional financing and/or achieving a sustainable profitable level
of operations. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty. The Company may seek
additional equity as necessary and it expects to raise funds through private or
public equity investment in order to support existing operations and expand the
range of its business. There is no assurance that such additional funds will be
available for the Company on acceptable terms, if at all.
3. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the presentation of
the accompanying financial statements follows:
Basis of presentation
The accompanying financial statements are stated in US dollars and have been
prepared in accordance with generally accepted accounting principles in the
United States of America.
Development stage company
The Company has not earned any revenue from limited principal operations.
Accordingly, the Company's activities have been accounted for as those of a
"Development Stage Entity" as set forth in Financial Accounting Standards Board
("FASB") Accounting Standards Codification ("ASC") 915. Among the disclosures
required by ASC Topic 915 are that the Company's financial statements be
identified as those of a development stage company, and that the statements of
earnings, retained earnings and stockholders' equity and cash flows disclose
activity since the date of the Company's inception. All losses accumulated since
inception have been considered as part of the Company's development stage
activities.
F-7
ONEPOWER SYSTEMS LTD.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
November 30, 2012
3. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period.
Management makes its best estimate of the ultimate outcome for these items based
on historical trends and other information available when the financial
statements are prepared. Changes in estimates are recognized in accordance with
the accounting rules for the estimate, which is typically in the period when new
information becomes available to management. Actual results could differ from
those estimates.
Cash and cash equivalents
The Company considers all short-term highly liquid investments that are readily
convertible to known amounts of cash and have original maturities of three
months or less to be cash equivalents. The Company had no cash equivalents as of
November 30, 2012 and November 30, 2011.
Concentration of credit risk
The Company places its cash and cash equivalents with a high credit quality
financial institution. The Company maintains United States Dollars at banks in
the Romania and Switzerland that are not insured. The Company minimizes its
credit risks associated with cash by periodically evaluating the credit quality
of its primary financial institution.
Foreign currency translations
The Company is located and operating outside of the United States of America.
The functional currency of the Company is the U.S. Dollar. At the transaction
date, each asset, liability, revenue and expense is translated into U.S. dollars
by the use of the exchange rate in effect at that date. At the period end,
monetary assets and liabilities are re-measured by using the exchange rate in
effect at that date. The resulting foreign exchange gains and losses are
included in operations. Currently, all assets in foreign banks are denominated
in U.S. Dollar's and no foreign exchange translation or gains and losses were
recognized.
Income taxes
The Company follows the guideline under ASC Topic 740 "Income Taxes which
requires the recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred income taxes are
recognized for the tax consequences in future years of differences between the
tax bases of assets and liabilities and their financial reporting amounts at
each period end based on enacted tax laws and statutory tax rates, applicable to
the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax
assets to the amount expected to be realized. Since the Company is in the
developmental stage and has losses, no deferred tax asset or income taxes have
been recorded in the financial statements.
F-8
ONEPOWER SYSTEMS LTD.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
November 30, 2012
3. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Fair value measurements
The Company follows the guidelines in ASC Topic 820 "Fair Value Measurements and
Disclosures". Fair value is defined as the price that would be received from
selling an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. When determining the fair
value measurements for assets and liabilities, which are required to be recorded
at fair value, the Company considers the principal or most advantageous market
in which the Company would transact and the market-based risk measurements or
assumptions that market participants would use in pricing the asset or
liability, such as inherent risk, transfer restrictions and credit risk.
The Company applies the following fair value hierarchy, which prioritizes the
inputs used to measure fair value into three levels and bases the categorization
within the hierarchy upon the lowest level of input that is available and
significant to the fair value measurement:
Level 1 -- Quoted prices in active markets for identical assets or liabilities.
Level 2 -- Observable inputs other than quoted prices in active markets for
identical assets and liabilities, quoted prices for identical or similar assets
or liabilities in inactive markets, or other inputs that are observable or can
be corroborated by observable market data for substantially the full term of the
assets or liabilities.
Level 3 -- inputs are generally unobservable and typically reflect management's
estimates of assumptions that market participants would use in pricing the asset
or liability. The fair values are therefore determined using model-based
techniques, including option pricing models and discounted cash flow models.
ASC Topic 820, in and of itself, does not require any fair value measurements.
As at November 30, 2012 and 2011, the Company did not have assets or liabilities
subject to fair value measurement.
Financial instruments
The Company's financial instruments consist of cash, accounts payable and
accrued liabilities and their carrying values approximate fair value because of
their short-term nature. Management is of the opinion that the Company is not
exposed to significant interest or credit risks arising from these financial
instruments.
Comprehensive income
The Company has adopted ASC 220 "Comprehensive Income", which establishes
standards for reporting and display of comprehensive income, its components and
accumulated balances. The Company is disclosing this information on its
Statement of Stockholders' (Deficit) Equity. Comprehensive income comprises
equity except that resulting from investments by owners and distributions to
owners.
For the periods ended November 30, 2012, November 30, 2011 and the period August
28, 2009 (date of inception) through November 30, 2012, there are no reconciling
items between the net loss presented in the statements of operations and
comprehensive loss as defined by ASC 220.
F-9
ONEPOWER SYSTEMS LTD.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
November 30, 2012
3. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
Loss per share
The Company reports basic loss per share in accordance with ASC Topic 260
"Earnings Per Share" ("EPS"). Basic loss per share is based on the weighted
average number of common shares outstanding and diluted EPS is based on the
weighted average number of common shares outstanding and dilutive common stock
equivalents. Basic EPS is computed by dividing net loss (numerator) applicable
to common stockholders by the weighted average number of common shares
outstanding (denominator) for the period. There are no potentially dilutive
securities outstanding and therefore, diluted earnings per share on not
presented. All per share and per share information are adjusted retroactively to
reflect stock splits and changes in par value.
Recently issued accounting pronouncements
The Company adopts new pronouncements relating to generally accepted accounting
principles applicable to the Company as they are issued, which may be in advance
of their effective date. Management does not believe that any pronouncement not
yet effective but recently issued by the FASB (including its Emerging Issues
Task Force), the AICPA or the SEC would, if adopted, have a material effect on
the accompanying financial statements.
4. COMMON STOCK
On January 1, 2010 the Company authorized issuance of 2,000,000 restricted
shares of common stock, at a unit price of $0.001 per share, as part of a
Section 4(2) subscription to a director of the Company. Total proceeds were
$2,000.
During the year ended November 30, 2010, the company received $15,000 as part of
a private placement for the issuance of 15,000,000 restricted shares of common
stock, at a unit price of $0.001 per share.
The Company has not issued any stock options or warrants during the periods
ended November 30, 2012 and November 30, 2011, or since inception
There we no non-cash transactions during the period ended November 30, 2012 and
November 30, 2011.
5. CONVERTIBLE NOTE PAYABLE
The Company has a convertible note payable. The note is non-interest bearing,
unsecured and payable on demand. At any time prior to repayment any portion or
the entire note may be converted into common stock at the discretion of the
holder on the basis of $.055 of debt to 1 share. The effect that conversion
would have on earnings per share has not been disclosed due to the current
anti-dilutive effect.
The balance of the convertible note payable at November 30, 2012 is as follows:
F-10
ONEPOWER SYSTEMS LTD.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
November 30, 2012
5. CONVERTIBLE NOTE PAYABLE (CONTINUED)
Proceeds from promissory note $10,000
-------
Balance, convertible note payable $10,000
=======
The stock of the Company has been sold at $0.001 per share for operations. The
conversion rate of $0.055 creates a negative conversion benefit at current stock
prices. Therefore, no beneficial conversion factor has been recorded.
6. INCOME TAX
We did not provide any current or deferred U.S. federal income tax provision or
benefit for any of the periods presented because we have experienced operating
losses since inception. When it is more likely than not that a tax asset cannot
be realized through future income the Company must allow for this future tax
benefit. We provided a full valuation allowance on the net deferred tax asset,
consisting of net operating loss carryforwards, because management has
determined that it is more likely than not that we will not earn income
sufficient to realize the deferred tax assets during the carryforward period.
The Company has not taken a tax position that, if challenged, would have a
material effect on the financial statements for the twelve-months ended November
30, 2012 and 2011, or during the prior three years applicable under FASB ASC
740. We did not recognize any adjustment to the liability for uncertain tax
position and therefore did not record any adjustment to the beginning balance of
accumulated deficit on the consolidated balance sheet. The Company is in the
process of filing appropriate returns for the Company.
The component of the Company's deferred tax assets as of November 30, 2012 and
2011 are as follows:
2012 2011
-------- --------
Net operating loss carry forward $ 7,658 $ 3,828
Valuation allowance (7,658) (3,828)
-------- --------
Net deferred tax asset $ -- $ --
======== ========
A reconciliation of income taxes computed at the 35% statutory rate to the
income tax recorded is as follows:
Since
2012 2011 Inception
-------- -------- ---------
Net operating loss carry forward $ 3,830 $ 1,037 $ 7,658
Valuation allowance (3,830) (1,037) (7,658)
-------- -------- --------
Net deferred tax asset $ -- $ -- $ --
======== ======== ========
The Company did not pay any income taxes during the periods ended November 30,
2012 and 2011 and since inception.
The net federal operating loss carry forward will expire in 2032 and 2031. This
carry forward may be limited upon the consummation of a business combination
under IRC Section 381.
F-11
ONEPOWER SYSTEMS LTD
CONDENSED FINANCIAL STATEMENTS
FEBRUARY 28, 2013
PAGES
-----
CONDENSED BALANCE SHEETS F-13
CONDENSED STATEMENTS OF OPERATIONS F-14
CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT F-15
CONDENSED STATEMENTS OF CASH FLOWS F-16
NOTES TO CONDENSED FINANCIAL STATEMENTS F-17
F-12
ONEPOWER SYSTEMS LTD.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
February 28, November 30,
2013 2012
-------- --------
(unaudited)
ASSETS
CURRENT ASSETS
Cash $ 6,822 $ 9,141
-------- --------
TOTAL ASSETS $ 6,822 $ 9,141
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 5,759 $ 4,022
Notes payable, related party 10,000 10,000
-------- --------
TOTAL CURRENT LIABILITIES 15,759 14,022
STOCKHOLDERS' DEFICIT
Common stock
Par value:$0.001
Authorized 200,000,000 shares; issued
and outstanding 17,000,000 shares 17,000 17,000
Deficit accumulated during the development stage (25,937) (21,881)
-------- --------
TOTAL STOCKHOLDERS' DEFICIT (8,937) (4,881)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 6,822 $ 9,141
======== ========
The accompanying notes are an integral part of the condensed
financial statements.
F-13
ONEPOWER SYSTEMS LTD.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
(Unaudited)
For the For the For the Period
three months three months August 28, 2009
ended ended (inception) to
February 28, February 29, February 28,
2013 2012 2013
------------ ------------ ------------
REVENUES $ -- $ -- $ --
------------ ------------ ------------
EXPENSES
General and administrative expenses 4,056 796 25,937
------------ ------------ ------------
NET LOSS AND COMPREHENSIVE LOSS $ (4,056) $ (796) $ (25,937)
============ ============ ============
LOSS PER SHARE OF COMMON STOCK
-BASIC AND DILUTED $ (0.00) $ (0.00)
============ ============
WEIGHTED AVERAGE SHARES OF COMMON STOCK
-BASIC AND DILUTED 17,000,000 17,000,000
============ ============
The accompanying notes are an integral part of the condensed
financial statements.
F-14
ONEPOWER SYSTEMS LTD.
(A Development Stage Company)
CONDENSED STATEMENT OF STOCKHOLDERS' (DEFICIT) EQUITY
(Unaudited)
Deficit
Accumulated
Common Stock Additional During the
------------------------- Paid-in Development
Shares Amount Capital Stage Total
---------- ---------- --------- ---------- ----------
Balance, August 28, 2009 (Inception) -- $ -- $ -- $ -- $ --
Net loss for the period -- -- -- (2,696) (2,696)
---------- ---------- --------- ---------- ----------
Balance, November 30, 2009 -- $ -- $ -- $ (2,696) $ (2,696)
---------- ---------- --------- ---------- ----------
Issuance of common stock on
January 1, 2010 @ $0.001
per share 2,000,000 2,000 -- -- 2,000
Issuance of common stock on
May 27, 2010 @ $0.001
per share 4,000,000 4,000 -- -- 4,000
Issuance of common stock on
August 31, 2010 @ $0.001
per share 3,500,000 3,500 -- -- 3,500
Issuance of common stock on
September 2, 2010 @ $0.001
per share 5,500,000 5,500 -- -- 5,500
Issuance of common stock on
October 15, 2010 @ $0.001
per share 2,000,000 2,000 -- -- 2,000
Net loss for the period -- -- -- (5,275) (5,725)
---------- ---------- --------- ---------- ----------
Balance, November 30, 2010 17,000,000 17,000 -- (7,971) 9,029
---------- ---------- --------- ---------- ----------
Net loss for the period -- -- -- (2,965) (2,965)
---------- ---------- --------- ---------- ----------
Balance, November 30, 2011 17,000,000 17,000 -- (10,936) 6,064
---------- ---------- --------- ---------- ----------
Net loss for the period -- -- -- (10,945) (10,945)
---------- ---------- --------- ---------- ----------
Balance, November 30, 2012 17,000,000 17,000 -- (21,881) (4,881)
Net loss for the period -- -- -- (4,056) (4,056)
---------- ---------- --------- ---------- ----------
Balance, February 28, 2013 17,000,000 $ 17,000 $ -- $ (25,937) $ (8,937)
========== ========== ========= ========== ==========
The accompanying notes are an integral part of the condensed
financial statements.
F-15
ONEPOWER SYSTEMS LTD.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the For the For the period
three months three months August 28, 2009
ended ended (inception) to
February 28, February 29, February 28,
2013 2012 2013
-------- -------- --------
CASH FLOWS (USED IN) OPERATING ACTIVITIES
Net loss $ (4,056) $ (796) $(25,937)
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
Accounts payable and accrued liabilities 1,737 634 5,759
-------- -------- --------
NET CASH (USED IN) OPERATING ACTIVITIES (2,319) (162) (20,178)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Common shares -- -- 17,000
Proceeds of convertible notes payable -- -- 10,000
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- -- 27,000
Increase (Decrease) in cash (2,319) (162) 6,822
Cash at beginning of period 9,141 12,476 --
-------- -------- --------
Cash at end of period $ 6,822 $ 12,314 $ 6,822
======== ======== ========
SUPPLEMENTAL INFORMATION AND NON-MONETARY TRANSACTION
Interest Paid $ -- $ -- $ --
======== ======== ========
Taxes Paid $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of the condensed
financial statements.
F-16
ONEPOWER SYSTEMS LTD.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 28, 2013
1. INTERIM REPORTING
While the information presented in the accompanying interim three months
financial statements is unaudited, it includes all adjustments, which are, in
the opinion of management, necessary to present fairly the financial position,
results of operations and cash flows for the interim periods presented in
accordance with accounting principles generally accepted in the United States of
America. These interim financial statements follow the same accounting policies
and methods of their application as the Company's November 30, 2012 annual
financial statements. All adjustments are of a normal recurring nature. It is
suggested that these interim financial statements be read in conjunction with
the Company's November 30, 2012 annual financial statements.
Operating results for the three ended February 28, 2013 are not necessarily
indicative of the results that can be expected for the year ended November 30,
2013
2. ORGANIZATION AND NATURE OF OPERATIONS
OnePower Systems Ltd. ("the Company") was incorporated in the State of Nevada,
USA on August 28, 2009. The Company is in its early development stage since its
formation and has not realized any revenues from its planned operations. The
Company is engaged in the development of electronic bill delivery and payment
systems that will enable vendors the abilities to present bills and receive
payments electronically.
The Company has chosen a November 30 year end.
3. GOING CONCERN UNCERTAINTIES
These financial statements have been prepared in conformity with generally
accepted accounting principles in the United States, which contemplate
continuation of the Company as a going concern. However, the Company has limited
operations and has sustained operating losses resulting in a deficit. In view of
these matters, operating as a going concern is dependent upon the Company's
ability to meet its financing requirements, and the success of its future
operations.
The Company has accumulated a deficit of $25,937 since inception August 28,
2009, has yet to achieve profitable operations and further losses are
anticipated in the development of its business. The Company's ability to
continue as a going concern is in substantial doubt and is dependent upon
obtaining additional financing and/or achieving a sustainable profitable level
of operations. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty. The Company may seek
additional equity as necessary and it expects to raise funds through private or
public equity investment in order to support existing operations and expand the
range of its business. There is no assurance that such additional funds will be
available for the Company on acceptable terms, if at all.
4. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the presentation of
the accompanying financial statements follows:
Basis of presentation
The accompanying financial statements are stated in US dollars and have been
prepared in accordance with generally accepted accounting principles in the
United States of America.
F-17
ONEPOWER SYSTEMS LTD.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 28, 2013
Development stage company
The Company has not earned any revenue from limited principal operations.
Accordingly, the Company's activities have been accounted for as those of a
"Development Stage Entity" as set forth in Financial Accounting Standards Board
("FASB") Accounting Standards Codification ("ASC") 915. Among the disclosures
required by ASC Topic 915 are that the Company's financial statements be
identified as those of a development stage company, and that the statements of
earnings, retained earnings and stockholders' equity and cash flows disclose
activity since the date of the Company's inception. All losses accumulated since
inception have been considered as part of the Company's development stage
activities.
Loss per share
The Company reports basic loss per share in accordance with ASC Topic 260
"Earnings Per Share" ("EPS"). Basic loss per share is based on the weighted
average number of common shares outstanding and diluted EPS is based on the
weighted average number of common shares outstanding and dilutive common stock
equivalents. Basic EPS is computed by dividing net loss (numerator) applicable
to common stockholders by the weighted average number of common shares
outstanding (denominator) for the period. There are no potentially dilutive
securities outstanding and therefore, diluted earnings per share on not
presented. All per share and per share information are adjusted retroactively to
reflect stock splits and changes in par value.
Recently issued accounting pronouncements
The Company adopts new pronouncements relating to generally accepted accounting
principles applicable to the Company as they are issued, which may be in advance
of their effective date. Management does not believe that any pronouncement not
yet effective but recently issued by the FASB (including its Emerging Issues
Task Force), the AICPA or the SEC would, if adopted, have a material effect on
the accompanying financial statements.
5. CONVERTIBLE NOTE PAYABLE
The Company has a convertible note payable. The note is non-interest bearing,
unsecured and payable on demand. At any time prior to repayment any portion or
the entire note may be converted into common stock at the discretion of the
holder on the basis of $0.055 of debt to 1 share. The effect that conversion
would have on earnings per share has not been disclosed due to the current
anti-dilutive effect.
F-18
DEALER PROSPECTUS DELIVERY OBLIGATION
Until [June, 014], all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of this offering are as follows:
SEC Registration Fee $ 500
Auditor Fees and Expenses 6,000
Accounting Fees and Expenses 1,500
Legal Fees and Expenses 19,000
Electronic Filing Fees 4,000
Printing Costs 1,000
Courier Costs 500
Transfer Agent Fees 1,500
-------
TOTAL $34,000
=======
All amounts are estimates. OnePower is paying all expenses listed above. None of
the above expenses of issuance and distribution will be borne by the selling
shareholders. The selling shareholders, however, will pay any other expenses
incurred in selling their common stock, including any brokerage commissions or
costs of sale.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by Nevada law, OnePower's Articles of Incorporation provide that it
will indemnify OnePower's directors and officers against expenses and
liabilities they incur to defend, settle or satisfy any civil or criminal action
brought against them on account of their being or having been directors or
officers of OnePower, unless, in any such action, they are adjudged to have
acted with gross negligence or willful misconduct.
EXCLUSION OF LIABILITIES
Pursuant to the laws of the State of Nevada, OnePower's Articles of
Incorporation exclude personal liability for its directors for monetary damages
based upon any violation of their fiduciary duties as directors, except as to
liability for any breach of the duty of loyalty, acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
acts in violation of Section 7-106-401 of the Nevada Business Corporation Act,
or any transaction from which a director receives an improper personal benefit.
This exclusion of liability does not limit any right, which a director may have
to be indemnified, and does not affect any director's liability under federal or
applicable state securities laws.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling OnePower
pursuant to provisions of the State of Nevada, OnePower has been informed that,
in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
RECENT SALES OF UNREGISTERED SECURITIES
As of February 28, 2013, OnePower has sold 17 million shares of unregistered
securities. All of these 17 million shares were acquired from OnePower in
private placements that were exempt from registration under Regulation S of the
Securities Act of 1933 and were sold to non-US residents.
The shares include the following:
* On December 12, 2009, OnePower issued 2,000,000 shares of common stock
at a price of $0.001 per share for cash proceeds of $2,000 to its
President; and
* On October 15, 2010, OnePower issued 15,000,000 shares of common stock
to 30 non-affiliate International resident at a price of $0.001 per
share for cash proceeds of $15,000.
II-1
With respect the above offerings to International residents, OnePower completed
the offerings of the common stock pursuant to Rule 903 of Regulation S of the
Securities Act on the basis that the sale of the common stock was completed in
an "offshore transaction", as defined in Rule 902(h) of Regulation S. OnePower
did not engage in any directed selling efforts, as defined in Regulation S, in
the United States in connection with the sale of the shares. Each investor
represented to OnePower that the investor was not a U.S. person, as defined in
Regulation S, and was not acquiring the shares for the account or benefit of a
U.S. person. The subscription agreement executed between OnePower and the
investor included statements that the securities had not been registered
pursuant to the Securities Act and that the securities may not be offered or
sold in the United States unless the securities are registered under the
Securities Act or pursuant to an exemption from the Securities Act. The investor
agreed by execution of the subscription agreement for the common stock: (i) to
resell the securities purchased only in accordance with the provisions of
Regulation S, pursuant to registration under the Securities Act or pursuant to
an exemption from registration under the Securities Act; (ii) that OnePower is
required to refuse to register any sale of the securities purchased unless the
transfer is in accordance with the provisions of Regulation S, pursuant to
registration under the Securities Act or pursuant to an exemption from
registration under the Securities Act; and (iii) not to engage in hedging
transactions with regards to the securities purchased unless in compliance with
the Securities Act. When issued all securities will be endorsed with a
restrictive legend confirming that the securities had been issued pursuant to
Regulation S of the Securities Act and cannot be resold without registration
under the Securities Act or an applicable exemption from the registration
requirements of the Securities Act.
Each investor was given adequate access to sufficient information about OnePower
to make an informed investment decision. None of the securities were sold
through an underwriter and accordingly, there were no underwriting discounts or
commissions involved. No registration rights were granted to any of the
investors.
EXHIBITS
Exhibit
Number Description Status
------ ----------- ------
3.1 Articles of Incorporation of OnePower Systems Ltd. filed Filed
as an Exhibit to OnePower Systems Ltd.'s Form S-1
(Registration Statement) filed on November 28, 2012 and
incorporated herein by reference
3.2 By-Laws of OnePower Systems Ltd. filed as an Exhibit to Filed
OnePower Systems Ltd.'s Form S-1 (Registration
Statement) filed on November 28, 2012 and incorporated
herein by reference
5.1 Opinion of Richard C. Fox regarding the legality of the Filed
securities being registered. filed as an Exhibit to
OnePower Systems Ltd.'s Form S-1 (Registration
Statement) filed on November 28, 2012 and incorporated
herein by reference
14 Code of Ethics. filed as an Exhibit to OnePower Systems Filed
Ltd.'s Form S-1 (Registration Statement) filed on
November 28, 2012 and incorporated herein by reference
23.1 Consent of Independent Registered Accountant. Included
99.1 Form of Subscription Agreement. filed as an Exhibit to Filed
OnePower Systems Ltd.'s Form S-1 (Registration
Statement) filed on November 28, 2012 and incorporated
herein by reference
II-2
UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
a) include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
b) reflect in OnePower's prospectus any facts or events arising after the
effective date of this registration statement, or most recent
post-effective amendment, which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or
decrease if the securities offered (if the total dollar value of
securities offered would not exceed that which was registered) any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
c) include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement.
2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered hereby which remain unsold at the
termination of the offering.
4. For determining liability of the undersigned registrant under the
Securities Act to any purchaser in the initial distribution of the
securities, the undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
a. any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
b. any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
c. the portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
d. any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
II-3
5. That each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 340A, will be deemed to be part of and included in this
registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or
prospectus that is part of this registration statement or made in a
document incorporated or deemed incorporated by reference into this
registration statement or prospectus that is a part of this registration
statement will, as to a purchaser with a time of contract of sale prior to
such first use, supersede or modify any statement that was made in this
registration statement or prospectus that was part of this registration
statement or made in any such document immediately prior to such date of
first use.
Insofar as indemnification for liabilities arising under that Securities
Act may be permitted to OnePower's directors, officers and controlling
persons pursuant to the provisions above, or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities,
other than the payment by OnePower of expenses incurred or paid by one of
its directors, officers or controlling persons in the successful defense of
any action, suit or proceeding, is asserted by one of OnePower's directors,
officers or controlling persons in connection with the securities being
registered, OnePower will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against the
public policy as expressed in the Securities Act, and a will be governed by
the final adjudication of such issue
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereto, duly authorized in the City of Beirut, Lebanon on April
15, 2013.
OnePower Systems Ltd.
By: /s/ Soha Hamdan
-------------------------------------------------
Soha Hamdan
Director, Chief Executive Officer, President
and Principal Executive Officer
Pursuant to the requirements of Securities Act of 1933, this registration
statement was signed by the following persons in the capacities and the dates
stated:
/s/ Soha Hamdan
----------------------------------------------------
Soha Hamdan
Director, Chief Executive Officer, President
and Principal Executive Officer
April 15, 2013
/s/ Soha Hamdan
----------------------------------------------------
Soha Hamdan
Chief Financial Officer, Principal Financial Officer
and Principal Accounting Officer
April 15, 2013
II-5