Attached files
| file | filename |
|---|---|
| EX-5.1 - OPINION OF ANSLOW & JACLIN, LLP - Knowledge Power Corp | fs12010ex5_knowledge.htm |
| EX-3.1 - ARTICLES OF INCORPORATION - Knowledge Power Corp | fs12010ex3i_knowledge.htm |
| EX-23.1 - CONSENT OF DNTW CHARTERED ACCOUNTANTS, LLP - Knowledge Power Corp | fs12010ex23i_knowledge.htm |
| EX-3.2 - BY-LAWS - Knowledge Power Corp | fs12010ex3ii_knowledge.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT UNDER
THE SECURITIES ACT
OF 1933
KNOWLEDGE
POWER CORPORATION
(Exact
name of Registrant as specified in its charter)
|
Nevada
|
||
|
(State
or other jurisdiction
of
incorporation or
organization)
|
(Primary
Standard
Industrial
Classification
Code
Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
(Address,
including zip code, and telephone number, including area code,
registrant's principal executive offices)
|
||
| Knowledge Power Corporation | ||
| 4300 Village Centre Court, Suite 21 | ||
| Mississauga, ON L4Z 1S2 | ||
|
(416)
727-7875
|
||
|
(Name,
address, including zip code, and telephone number, including area code, of
agent for service)
Copies
of communications to:
GREGG
E. JACLIN, ESQ.
ANSLOW
& JACLIN, LLP
195
Route 9 South, Suite 204
Manalapan,
NJ 07726
TELEPHONE
NO.: (732) 409-1212
FACSIMILE
NO.: (732) 577-1188
|
||
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. o
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. o
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. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large
accelerated filer o
|
Accelerated
filer
o
|
|
Non-accelerated
filer o
|
Smaller
reporting company x
|
Table of
Contents
CALCULATION
OF REGISTRATION FEE
|
Title
of Each Class Of Securities to be Registered
|
Amount
to be
Registered1
|
Proposed
Maximum
Aggregate
Offering
Price
per
share 2
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
fee 3
|
|
Common
Stock, par value $0.001
|
600,000
|
$0.01
|
$6,000
|
$2.35
|
| (1) | This Registration Statement covers the resale by our selling shareholders of up to 600,000 shares of common stock previously issued to such selling shareholders |
| (2) | The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price shareholders were sold to our shareholders in a private placement memorandum. The price of $0.01 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved |
| (3) | Estimated solely for the purpose of calculating the registration fee based on Rule 457 (o). |
PRELIMINARY
PROSPECTUS SUBJECT TO COMPLETION DATED: FEBRUARY , 2010
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 the registration statement shall become
effective on such date as the commission, acting pursuant to said section 8(a),
may determine.
|
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600,000
SHARES OF
KNOWLEDGE
POWER CORPORATION
COMMON
STOCK
The
selling shareholders named in this prospectus are offering all of the
shares of common stock offered through this prospectus. Our common stock
is presently not traded on any market or securities exchange. The 600,000
shares of our common stock can be sold by selling security holders at a
fixed price of $0.01 per share until our shares are quoted on the OTC
Bulletin Board and thereafter at prevailing market prices or privately
negotiated prices. There can be no assurance that a market maker will
agree to file the necessary documents with The Financial Industry
Regulatory Authority (“FINRA”), which operates the OTC Electronic Bulletin
Board, nor can there be any assurance that such an application for
quotation will be approved. We have agreed to bear the expenses relating
to the registration of the shares for the selling security
holders.
THE
COMPANY IS CONSIDERED TO BE IN UNSOUND FINANCIAL CONDITION. PERSONS SHOULD
NOT INVEST UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE
INVESTMENTS.
THE
PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER
THE HEADING “RISK FACTORS” BEGINNING ON PAGE 3.
Neither
the Securities and Exchange Commission nor any state securities commission
has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.
The
Date of This Prospectus Is: February , 2010
|
Summary
Information, Risk Factors and Ratio of Earnings to Fixed Charges.
This
summary highlights selected information contained elsewhere in this
prospectus. This summary does not contain all the information that
you should consider before investing in the common stock. You should
carefully read the entire prospectus, including “Risk Factors”, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and
the Financial Statements, before making an investment decision.
Overview
We were
incorporated in Nevada on February 11, 2009 and established a fiscal year end of
January 31. We are a development stage company that intends to
specialize in providing Knowledge-Based back office professional services to
support the Accountancy and Corporate Finance departments of small and medium
sized North American Corporations. Our business model involves servicing
portions of the core and non-core business functions of our customers’
accounting and finance operations and assisting them on improving their
competitive edge, effectiveness, efficiency, reducing in house staffing costs
and increasing profits. Our knowledge support services allow our customers and
their respective Management teams to spend more time on core business functions
by lowering overhead costs and eliminating operational inefficiencies in
non-core accounting and corporate finance activities. These benefits
allow our customers to focus on business strategy and execution. Our value to
our client’s lies in our ability to apply knowledge and industry expertise to
clients needs.
We
develop customized outsourcing solutions which strategically position us to
assist our customers to (i) enhance their competitive position by lowering
overhead costs and (ii) reposition operational budgets toward core
operational business activities.
We were
founded by Atul Mehra a Chartered Accountant (Canada) and Certified Public
Accountant (USA) who serves as President, Chief Executive Officer, Chairman of
the Board of Directors, Chief Financial Officer
and Principal Accounting Officer. He coordinates and manages all of our business
functions including marketing, finance and operations.
Where
You Can Find Us
Our
business office is located at 4300 Village Centre Court, Suite 21, Mississauga,
ON L4Z 1S2. This location is adequate for our current needs. Our telephone
number is 416-727-7875.
Terms
of the Offering
The
selling shareholders named in this prospectus are offering all of the 600,000
shares of common stock offered through this prospectus. The selling stockholders
are selling shares of common stock covered by this prospectus for their own
account.
We will
not receive any of the proceeds from the resale of these shares. The offering
price of $0.01 was determined by the price shares were sold to our shareholders
in a private placement memorandum and is a fixed price at which the selling
security holders may sell their shares until our common stock is quoted on the
OTC Bulletin Board, at which time the shares may be sold at prevailing market
prices or privately negotiated prices. There can be no assurance that a market
maker will agree to file the necessary documents with FINRA, which operates the
OTC Electronic Bulletin Board, nor can there be any assurance that such an
application for quotation will be approved. We have agreed to bear the expenses
relating to the registration of the shares for the selling security
holders.
The
following summary financial data should be read in conjunction with
“Management’s Discussion and Analysis,” “Plan of Operation” and the Financial
Statements and Notes thereto, included elsewhere in this prospectus. The
statement of operations and balance sheet data from inception February 11, 2009
through to January 31, 2010 are derived from our audited annual financial
statements.
|
For
the Period from
inception
(11-Feb-09)
to
31-Jan-10
|
||||
|
STATEMENT
OF OPERATIONS
|
||||
|
Total
Operating Expenses
|
$ | 24,482 | ||
|
Net
Loss
|
$ | 24,482 | ||
|
As
of 31-Jan-10
|
|||
|
BALANCE
SHEET DATA
|
|||
|
Cash
|
$
|
-
|
|
|
Total
Assets
|
$
|
5,000
|
|
|
Total
Liabilities
|
$
|
7,482
|
|
|
Stockholders’
Deficit
|
$
|
(2,482)
|
An
investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. Please note that throughout this prospectus, the words “we”,
“our” or “us” refer to the Company and not to the selling
stockholders.
We
have a limited operating history that you can use to evaluate us, and the
likelihood of our success must be considered in light of the problems, expenses,
difficulties, complications and delays frequently encountered by a small
developing company.
We were
incorporated in Nevada on February 11, 2009. We have no significant financial
resources and limited revenues to date. The likelihood of our success must be
considered in light of the problems, expenses, difficulties, complications and
delays frequently encountered by a small developing company starting a new
business enterprise and the highly competitive environment in which we will
operate. Since we have a limited operating history, we cannot assure you that
our business will be profitable or that we will ever generate sufficient
revenues to meet our expenses and support our anticipated
activities.
We
will require financing to achieve our current business strategy and our
inability to obtain such financing could prohibit us from executing our business
plan and cause us to slow down our expansion of operations.
We will
need to raise additional funds through public or private debt or sale of equity
to achieve our current business strategy. Such financing may not be available
when needed. Even if such financing is available, it may be on terms that are
materially adverse to your interests with respect to dilution of book value,
dividend preferences, liquidation preferences, or other terms. Our capital
requirements to implement our business strategy will be approximately
$288,905. Moreover, in addition to monies needed to continue
operations over the next twelve months, we anticipate requiring additional funds
in order to implement our plan of operations. No assurance can be given that
such funds will be available or, if available, will be on commercially
reasonable terms satisfactory to us. There can be no assurance that we will be
able to obtain financing if and when it is needed on terms we deem
acceptable.
If we are
unable to obtain financing on reasonable terms, we could be forced to delay or
scale back our plans for expansion. In addition, such inability to obtain
financing on reasonable terms could have a material adverse effect on our
business, operating results, or financial condition.
Our auditor has expressed substantial
doubt as to our ability to continue as a going concern.
Based on
our financial history since inception, our auditor has expressed substantial
doubt as to our ability to continue as a going concern. From inception to
January 31,2010 we have incurred a net loss of $24,482 and an accumulated
deficit of $24,482. If we cannot generate sufficient revenues from our services,
we may have to delay the implementation of our business plan.
Our
future success is dependent, in part, on the performance and continued service
of Mr. Atul Mehra, our only officer. Without his continued service, we may be
forced to interrupt or eventually cease our operations.
We are
presently dependent to a great extent upon the experience, abilities and
continued services of Atul Mehra our only Officer and Director. We currently do
not have an employment agreement with Mr. Atul Mehra. The loss of his services
could have a material adverse effect on our business, financial condition or
results of operation.
We
are selling our services in a highly competitive market and we are
unsure as to whether or not there will be any industry demand for our
services.
Some of
our competitors are much larger and better capitalized than we are. It may be
that our competitors will better address the same market opportunities that we
are addressing. These competitors, either alone or with collaborative partners,
may succeed in developing business models that are more effective or have
greater market success than our own. The Company is especially susceptible to
larger service providers that invest more money in marketing and human capital.
Moreover, the market for our products is large but highly competitive. There is
little or no hard data that substantiates the demand for our products or how
this demand will be segmented. It is possible that there will be low industry
demand for our products, or that interest in our products could decline or die
out, which would cause us to be unable to sustain our operations. The
limited size of the labor market and the availability of skilled human capital
may cause upward pressure on the cost to maintain competiveness and could
negatively impact our business operations and competitive
advantage.
The
ability to successfully deploy our business model is heavily dependent upon
United States’ and Canadian economic conditions.
The
ability to successfully deploy our business model is heavily dependent upon the
general state of the US and Canadian economy. We cannot assure you that
favorable conditions will exist in the future. A continued long term economic
recession in the United States and Canada or a devaluation of the US Dollar and
Canadian Dollar relative to the Euro could have a serious adverse economic
impact on us and our ability to obtain funding and generate projected
revenues.
We
are owned 89% by Atul Mehra and therefore no other shareholders will be able to
influence the management of the company so long as more than 50% of the common
stock continues to be held by one person.
Atul
Mehra beneficially owns approximately 89% of our common stock. Accordingly, for
as long as this individual continues to own more than 50% of our common stock,
he will be able to elect our entire board of directors, control all matters that
require a stockholder vote (such as mergers, acquisitions and other business
combinations) and exercise a significant amount of influence over our management
and operations. Therefore, regardless of the number of our common shares sold,
your ability to cause a change in the course of our operations is eliminated. As
such, the value attributable to the right to vote is limited. This concentration
of ownership could result in a reduction in value to the common shares you own
because of the ineffective voting power, and could have the effect of preventing
us from undergoing a change of control in the future.
We
may make acquisitions or form joint ventures that are unsuccessful.
Our
ability to grow is dependent on our ability to successfully acquire other
companies, which creates substantial risk. In order to pursue a growth by
acquisition strategy successfully, we must identify suitable candidates for
these transactions; however, because of our limited funds, we may not be able to
purchase those companies that we have identified as potential acquisition
candidates. Additionally, we may have difficulty managing post-closing issues
such as the integration into our corporate structure. Integration issues are
complex, time consuming and expensive and, without proper planning and
implementation, could significantly disrupt our business, including, but not
limited to, the diversion of management's attention, the loss of key business
and/or personnel from the acquired company, unanticipated events, and legal
liabilities.
The
offering price of the shares should not be used as an indicator of the
future market price of the securities. The offering price bears no
relationship to the actual value of the company, and may make our shares
difficult to sell.
Since our
shares are not listed or quoted on any exchange or quotation system, the
offering price of $0.01 for the shares of common stock was determined based on
the price of shares sold in our private offering. The facts considered in
determining the offering price were our financial condition and prospects, our
limited operating history and the general condition of the securities market.
The offering price bears no relationship to the book value, assets or earnings
of our company or any other recognized criteria of value. The offering price
should not be regarded as an indicator of the future market price of the
securities.
There
is no assurance of a public market or that the common stock will ever trade on a
recognized exchange. Therefore, you may be unable to liquidate your investment
in our stock.
There is
no established public trading market for our common stock. Our shares are not
and have not been listed or quoted on any exchange or quotation system. There
can be no assurance that a market maker will agree to file the necessary
documents with the National Association of Securities Dealers, which operates
the OTC Electronic Bulletin Board, nor can there be any assurance that such an
application for quotation will be approved or that a regular trading market will
develop or that if developed, will be sustained. In the absence of a trading
market, an investor may be unable to liquidate their investment.
We
do not expect to pay dividends and investors should not buy our common stock
expecting to receive dividends.
We have
not paid any dividends on our common stock in the past, and do not anticipate
that we will declare or pay any dividends in the foreseeable future.
Consequently, you will only realize an economic gain on your investment in our
common stock if the price appreciates. You should not purchase our common stock
expecting to receive cash dividends. Since we do not pay dividends, and if we
are not successful in having our shares listed or quoted on any exchange or
quotation system, then you may not have any manner to liquidate or receive any
payment on your investment. Therefore our failure to pay dividends may cause you
to not see any return on your investment even if we are successful in our
business operations. In addition, because we do not pay dividends we may have
trouble raising additional funds which could affect our ability to expand our
business operations.
Our
common stock is considered a penny stock, which is subject to restrictions on
marketability, so you may not be able to sell your shares.
If our
common stock becomes tradable in the secondary market, we will be subject to the
penny stock rules adopted by the Securities and Exchange Commission that require
brokers to provide extensive disclosure to their customers prior to executing
trades in penny stocks. These disclosure requirements may cause a reduction in
the trading activity of our common stock, which in all likelihood would make it
difficult for our shareholders to sell their securities.
Penny
stocks generally are 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). Penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer’s account. The broker-dealer must also make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser’s written agreement to the transaction. These
requirements may have the effect of reducing the level of trading activity, if
any, in the secondary market for a security that becomes subject to the penny
stock rules. The additional burdens imposed upon broker-dealers by such
requirements may discourage broker-dealers from effecting transactions in our
securities, which could severely limit their market price and liquidity of our
securities. These requirements may restrict the ability of broker-dealers to
sell our common stock and may affect your ability to resell our common
stock.
We
must be able to develop and implement an expansion strategy and manage our
growth.
Our
success depends in part on our ability to grow and take advantage of
efficiencies of scale. To accomplish our growth strategy, we may be required to
raise and invest additional capital and resources and expand our geographic
markets. We cannot be assured that we will be successful in raising the required
capital.
Our future growth
depends on our ability to develop and retain customers.
Our
future growth depends to a large extent on our ability to effectively anticipate
and adapt to customer requirements and offer services that meet customer
demands. If we are unable to attract new customers and/or retain new customers,
our business, results of operations and financial condition may be materially
adversely affected.
We
will need to continue to attract, train and retain additional highly qualified
senior executives and technical and managerial personnel in the
future.
We
continue to seek technical and managerial staff members. There is a high demand
for highly trained and managerial staff members. If we are not able to fill
these positions, it may have an adverse affect on our business.
We
may conduct future offerings of our common stock and preferred stock and pay
debt obligations with our common and preferred stock which may diminish our
investors’ pro rata ownership and depress our stock price.
We
reserve the right to make future offers and sales, either public or private, of
our securities, including shares of our preferred stock, common stock or
securities convertible into common stock at prices differing from the price of
the common stock previously issued. In the event that any such future sales of
securities are affected or we use our common or preferred stock to pay principal
or interst on our debt obligations, an investor’s pro rata ownership interest
may be reduced to the extent of any such future sales.
The
selling stockholders are selling shares of common stock covered by this
prospectus for their own account. We will not receive any of the proceeds from
the resale of these shares. We have agreed to bear the expenses relating to the
registration of the shares for the selling security holders.
Since our
shares are not listed or quoted on any exchange or quotation system, the
offering price of the shares of common stock was based on the price of our
private offering. The offering price was determined by the price shares were
sold to our shareholders in our private placement which was completed in January
2010 pursuant to an exemption under Rule 506 of Regulation D and Regulation
S.
The
offering price of the shares of our common stock has been determined based on
the price shares were sold to our shareholders in our private placement and
does not necessarily bear any relationship to our book value, assets, past
operating results, financial condition or any other established criteria of
value. Although our common stock is not listed on a public exchange,
we will attempt to engage a market maker to file to obtain a listing on the Over
The Counter Bulletin Board (OTCBB) concurrently with the filing of this
prospectus. In order to be quoted on the Bulletin Board, a market maker must
file an application on our behalf in order to make a market for our common
stock. There can be no assurance that a market maker will agree to file the
necessary documents with FINRA, which operates the OTC Electronic Bulletin
Board, nor can there be any assurance that such an application for quotation
will be approved.
In
addition, there is no assurance that our common stock will trade at market
prices in excess of the initial public offering price as prices for the common
stock in any public market which may develop will be determined in the
marketplace and may be influenced by many factors, including the depth and
liquidity.
The
common stock to be sold by the selling shareholders is common stock that is
currently issued. Accordingly, there will be no dilution to our existing
shareholders.
The
shares being offered for resale by the selling stockholders consist of the
600,000 shares of our common stock held by 38 shareholders of our common stock
of which 500,000 shares were sold in our Regulation D Rule 506 and Regulation S
offering completed in January 2010 and 100,000 shares which were issued for
legal services rendered.
The
following table sets forth the name of the selling stockholders, the number of
shares of common stock beneficially owned by each of the selling stockholders as
of February 25, 2010 and the number of shares
of common stock being offered by the selling stockholders. The shares being
offered hereby are being registered to permit public secondary trading, and the
selling stockholders may offer all or part of the shares for resale from time to
time. However, the selling stockholders are under no obligation to sell all or
any portion of such shares nor are the selling stockholders obligated to sell
any shares immediately upon effectiveness of this prospectus. All information
with respect to share ownership has been furnished by the selling
stockholders.
|
Name
of selling stockholder
|
Shares ofcommon stockowned priorto
offering
|
Shares ofcommon stockto be
offered
|
Shares ofcommon stockowned afteroffering
|
Percent ofcommon stockowned afteroffering
|
|
Bob
Corson
|
30,000
|
30,000
|
0
|
0%
|
|
Raafat
Roubi
|
10,000
|
10,000
|
0
|
0%
|
|
Salwa
Moshref
|
10,000
|
10,000
|
0
|
0%
|
|
Mark
Carvalaho
|
10,000
|
10,000
|
0
|
0%
|
|
Margaret
Harvey
|
20,000
|
20,000
|
0
|
0%
|
|
Lan
Ho
|
20,000
|
20,000
|
0
|
0%
|
|
Mary
Ann Smith
|
20,000
|
20,000
|
0
|
0%
|
|
Kathleen
Horan
|
20,000
|
20,000
|
0
|
0%
|
|
Claire
Horan
|
20,000
|
20,000
|
0
|
0%
|
|
Wendy
Olarte
|
20,000
|
20,000
|
0
|
0%
|
|
Karen
Olarte
|
20,000
|
20,000
|
0
|
0%
|
|
Margarita
Schweitzer
|
20,000
|
20,000
|
0
|
0%
|
|
Miriam
Valenzuela
|
20,000
|
20,000
|
0
|
0%
|
|
Yvonna
Romano
|
20,000
|
20,000
|
0
|
0%
|
|
Vishal
Bhandari
|
10,000
|
10,000
|
0
|
0%
|
|
Mandip
Maan
|
10,000
|
10,000
|
0
|
0%
|
|
Vipon
Jit Bhandari
|
10,000
|
10,000
|
0
|
0%
|
|
Vikas
Bhandari
|
10,000
|
10,000
|
0
|
0%
|
|
David
Williams
|
10,000
|
10,000
|
0
|
0%
|
|
Kyle
Williams
|
10,000
|
10,000
|
0
|
0%
|
|
Kamal
Mooljee
|
10,000
|
10,000
|
0
|
0%
|
|
Jayesh
Nagad
|
10,000
|
10,000
|
0
|
0%
|
|
Reena
Nagad
|
10,000
|
10,000
|
0
|
0%
|
|
Haroon
Manzoor
|
10,000
|
10,000
|
0
|
0%
|
|
Dipesh
Chauhan
|
10,000
|
10,000
|
0
|
0%
|
|
Ekta
Chauhan
|
10,000
|
10,000
|
0
|
0%
|
|
Anurag
Gupta
|
10,000
|
10,000
|
0
|
0%
|
|
Matthew
Todman
|
10,000
|
10,000
|
0
|
0%
|
|
Omar
Khan
|
10,000
|
10,000
|
0
|
0%
|
|
Vineet
Anand
|
10,000
|
10,000
|
0
|
0%
|
|
Sonal
Mehra (1)
|
20,000
|
20,000
|
0
|
0%
|
|
Kandeepan
Ramesh Viveknantharaja
|
10,000
|
10,000
|
0
|
0%
|
|
Rahul
Mehra (1)
|
10,000
|
10,000
|
0
|
0%
|
|
Zafar
Raza Naqvi
|
10,000
|
10,000
|
0
|
0%
|
|
Rahim
Mamdani
|
10,000
|
10,000
|
0
|
0%
|
|
Charles
Licalzi
|
10,000
|
10,000
|
0
|
0%
|
|
Kishan
Mooljee
|
10,000
|
10,000
|
0
|
0%
|
|
Anslow
& Jaclin, LLP (2)
|
100,000
|
100,000
|
0
|
0%
|
|
(1)
|
Sonal
Mehra is the spouse and Rahul Mehra is the brother of Atul Mehra, the
Company’s President.
|
|
(2)
|
These
shares are owned by Anslow & Jaclin, LLP, which is serving as counsel
to the Company with respect to this registration
statement. Gregg Jaclin is a partner of Anslow & Jaclin LLP
and has control of these shares of our common
stock.
|
Except as
listed above, to our knowledge, none of the selling shareholders or their
beneficial owners:
|
-
|
has
had a material relationship with us other than as a shareholder at any
time within the past three years; or
|
|
-
|
have
ever been an officer or director or an officer or director of our
predecessors or affiliates
|
|
-
|
are
broker-dealers or affiliated with
broker-dealers.
|
The
selling security holders may sell some or all of their shares at a fixed price
of $0.01 per share until our shares are quoted on the OTC Bulletin Board and
thereafter at prevailing market prices or privately negotiated prices. Prior to
being quoted on the OTCBB, shareholders may sell their shares in private
transactions to other individuals. Although our common stock is not listed on a
public exchange, we will attempt to engage a market maker to file and
obtain a listing on the Over The Counter Bulletin Board (OTCBB) concurrently
with the filing of this prospectus. In order to be quoted on the Bulletin Board,
a market maker must file an application on our behalf in order to make a market
for our common stock. There can be no assurance that a market maker will agree
to file the necessary documents with FINRA, which operates the OTC Electronic
Bulletin Board, nor can there be any assurance that such an application for
quotation will be approved. However, sales by selling security holder must be
made at the fixed price of $0.01 until a market develops for the
stock.
Once a
market has been developed for our common stock, the shares may be sold or
distributed from time to time by the selling stockholders directly to one or
more purchasers or through brokers or dealers who act solely as agents, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices, which may be
changed. The distribution of the shares may be effected in one or more of the
following methods:
|
-
|
ordinary
brokers transactions, which may include long or short
sales,
|
|
-
|
transactions
involving cross or block trades on any securities or market where our
common stock is trading, market where our common stock is
trading,
|
|
-
|
through
direct sales to purchasers or sales effected through
agents,
|
|
-
|
through
transactions in options, swaps or other derivatives (whether exchange
listed of otherwise), or exchange listed or otherwise),
or
|
|
-
|
any
combination of the foregoing.
|
In
addition, the selling stockholders may enter into hedging transactions with
broker-dealers who may engage in short sales, if short sales were permitted, of
shares in the course of hedging the positions they assume with the selling
stockholders. The selling stockholders may also enter into option or other
transactions with broker-dealers that require the delivery by such
broker-dealers of the shares, which shares may be resold thereafter pursuant to
this prospectus.
Brokers,
dealers, or agents participating in the distribution of the shares may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders and/or the purchasers of shares for whom such
broker-dealers may act as agent or to whom they may sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary commissions). Neither the selling stockholders nor we can presently
estimate the amount of such compensation. We know of no existing arrangements
between the selling stockholders and any other stockholder, broker, dealer or
agent relating to the sale or distribution of the shares. We will not receive
any proceeds from the sale of the shares of the selling security holders
pursuant to this prospectus. We have agreed to bear the expenses of the
registration of the shares, including legal and accounting fees, and such
expenses are estimated to be approximately $5,000.
Notwithstanding
anything set forth herein, no FINRA member will charge commissions that exceed
8% of the total proceeds of the offering.
Discounts,
concessions, commissions and similar selling expenses, if any, attributable to
the sale of shares will be borne by a selling stockholder. The selling security
holder may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the shares if liabilities are
imposed on that person under the Securities Act of 1933.
The
selling security holders may from time to time pledge or grant a security
interest in some or all of the shares of common stock owned by them and, if they
default in the performance of their secured obligations, the pledge or secured
parties may offer and sell the shares of common stock from time to time this
prospectus after we have filed an amendment to this prospectus under Rule
424(b)(3) or any other applicable provision of the Securities Act of 1933
amending the list of selling security holders to include the pledgee, transferee
or other successors in interest as selling security holders under this
prospectus.
The
selling security holders also may transfer the shares of common stock in other
circumstances, in which case the transferees, pledges or other successors in
interest will be the selling beneficial owners for purposes of this prospectus
and may sell the shares of common stock from time to time under this prospectus
after we have filed an amendment to this prospectus under Rule 424(b)(3) or
other applicable provision of the Securities Act of 1933 amending the list of
security holders to include the pledge, transferee or other successors in
interest as selling security holders under this prospectus.
We are
required to pay all fees and expenses incident to the registration of the shares
of common stock. We have agreed to indemnify the selling security holders
against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act of 1933.
The
selling security holders acquired the securities offered hereby in the ordinary
course of business and have advised us that they have not entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their shares of common stock, nor is there
an underwriter or coordinating broker acting in connection with a proposed sale
of shares of common stock by any selling stockholder.
If we are
notified by any selling stockholder that any material arrangement has been
entered into with a broker-dealer for the sale of shares of common stock, if
required, we will file a supplement to this prospectus.
If the
selling security holders use this prospectus for any sale of the shares of
common stock, they will be subject to the prospectus delivery requirements of
the Securities Act of 1933.
General
Our
authorized capital stock consists of 160,000,000 shares of common stock, $0.001
par value per share. There are no provisions in our charter or by-laws that
would delay, defer or prevent a change in our control.
Common
Stock
As
of February 25, 2010 5,600,000 shares of common stock are issued and
outstanding and held by 39 shareholders. Holders of our common stock are
entitled to one vote for each share on all matters submitted to a stockholder
vote.
The
holders of our common stock have equal ratable rights to dividends from funds
legally available if and when declared by our board of directors and are
entitled to share ratably in all of our assets available for distribution to
holders of common stock upon liquidation, dissolution or winding up of our
affairs. Our common stock does not provide the right to a preemptive,
subscription or conversion rights and there are no redemption or sinking fund
provisions or rights. Our common stock holders are entitled to one
non-cumulative vote per share on all matters on which shareholders may
vote.
All
shares of common stock now outstanding are fully paid for and non-assessable and
all shares of common stock which are the subject of this private placement are
fully paid and non-assessable. We refer you to our Articles of
Incorporation, Bylaws and the applicable statutes of the state of Nevada for a
more complete description of the rights and liabilities of holders of our
securities. All material terms of our common stock have been
addressed in this section.
Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. Currently there is only one elected director.
Preferred
Stock
Our
articles of incorporation do not provide authorization to issue shares of
preferred stock.
Dividends
We have
not paid any cash dividends to shareholders. The declaration of any
future cash dividends is at the discretion of our board of directors and
depends upon our earnings, if any, our capital requirements and
financial position, our general economic conditions, and other pertinent
conditions. It is our present intention not to pay any cash dividends
in the foreseeable future, but rather to reinvest earnings, if any, in our
business operations.
Warrants
There are
no outstanding warrants to purchase our securities.
Options
There are
no options to purchase our securities outstanding.
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, direct
or indirect, 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.
The
financial statements included in this prospectus and the registration statement
have been audited by DNTW Chartered Accountants, LLP, to the extent and for the
periods set forth in their report appearing elsewhere herein and in the
registration statement, and are included in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.
Item
11. Information with Respect to the Registrant.
We were
incorporated on February 11, 2009 in the State of Nevada.
We were
incorporated in Nevada on February 11, 2009 and we specialize in providing
Knowledge Based professional services to the Accountancy and Corporate Finance
departments of the small and medium enterprise (“SME”) business segment in North
American. Our business model involves servicing portions of the core functions
of our customers accounting and finance operations and assisting them on
improving their competitive edge, effectiveness, efficiency and increasing
profits. Our knowledge support services allow our customers and their respective
Management teams to spend more time on high-value work by lowering overhead
costs and eliminating operational inefficiencies in non operational accounting
and corporate finance activities. These benefits allow our customers
to can focus on business strategy and execution. Our value to our client’s lies
in our ability to apply knowledge and industry expertise to clients
needs.
Our
company develops customized outsourcing programs which strategically position us
to assist our customers to enhance their competitive position by lowering
overhead costs and repositioning operational budgets toward core operational
business activities.
We intend
to grow our business by mergers and acquisitions.
The
following services are provided by us:
Corporate
Finance
This
division focuses on servicing small and medium sized corporations with their
internal corporate finance requirements. The company supports the internal
corporate finance operations of small and medium sized companies. Some of the
services offering available to be outsourced include:
Accounts
Receivable Management – Coordination of a process which is designed
for outsourcing that is reliable and effectively managing the accounts
receivable function of a SME. Knowledge Power Corporation will focus on problem
accounts and follow up by mail, phone, or email as often as dictated by
customers. We can do monthly or cycle billing.
Accounts
Payable - From review of billings to handling of online payable systems,
Knowledge Power Corporation reviews each payment to make sure each is prepared
and processes accurately and promptly (e.g. expense check preparation and
payment processing).
Accounting
System Conversion Support – assist with integration of new accounting systems,
including testing of new systems. We run new accounting systems
parallel to existing systems before full conversion takes place.
Accountancy
Accounting
Services – Setup an online accounting system that is convenient, secure, and
easy to manage (e.g. reconciliation of banking activity).
Tax
Preparation Services – We provide personal and corporate tax preparation
outsourcing services.
Financial
Statement Preparation – assistance in preparing financial statements, financial
forecasts and projections.
Payroll
Services – assist small and medium sized business with their payroll processing
requirements including review of hours, calculation of payroll tax withholdings,
and preparation of checks to employees.
Target
Customer
Knowledge
Power Corporation will be targeting the small and medium enterprise (“SME”)
business segment with annual revenues under $50 Million, who are currently
investigating outsourcing opportunities to enhance growth, productivity and
profitability. These companies fall under a large number of market
sectors.
Competition
By
integrating the best practices from the Accountancy and Corporate Finance
sectors we believe we can assist the local, domestic and international markets
to maintain efficiencies during the current economic shift and globalization
process.
The
outsourcing of professional services to the domestic and international market
place is a shift in the 21st
century economic model and we believe we are positioned to assist companies to
make the required steps to succeed in this dynamic future.
The
changes in the global economic landscape have forced corporations and their
management to reassess their efficiencies and consider outsourcing their
non-core knowledge work, in order to benefit from economies of
scale. The changing economic climate is putting additional pressure
on the small and medium sized business segment to compete globally in order to
maintain global market share. A successful business process outsourcing model
can result in additional cost savings and operational efficiencies, coupled with
access to a labor pool with skills not readily available in the customer’s local
market.
The
professional services market is very fragmented and highly competitive. In the
markets where we operate, we experience intense competition from other service
providers. We believe that success in the industry is based on maintenance of
product quality, competitive pricing, delivery, efficiency, customer service and
satisfaction levels, maintenance of satisfactory dealer relationships, and the
ability to anticipate technological changes and changes in customer preferences.
We believe our competitive advantage lies in our ability to provide
We
believe that the North American business process outsourcing market represents
an excellent opportunity for business process outsourcing service providers
(BPOSP) to capture market share.
Most
North American small and medium sized enterprises are currently restructuring
and rescaling their business administration operations to adapt to the new
global economic realities of globalization. This restructuring
process has opened up an opportunity for BPOSP to take a lead to assist North
American companies to reevaluate their operating budgets to these
changes.
We offer
a service which can outsource accounting and corporate finance services
currently maintained in-house through a customized outsourcing program designed
for North American companies to reduce operational and administrative overheads
of non-core activities and focus on their core business
operations. Currently most small and medium sized enterprises have
yet to establish relationships with BPOSP firms and recognize the vast
opportunities for savings in administrative and operational costs which can be
outsourced at a fraction of the cost.
While the
concept of outsourcing is not new to the global economy, the emergence of recent
information technology innovations in communications, broadband and wireless
technology, increased data speed and computer software and hardware efficiencies
has made the concept readily available to small and medium sized enterprises at
a low cost of implementation with sufficient return of investment to make sound
business sense.
General
We were
incorporated on February 11, 2009 in the State of Nevada.
Employees
We
currently have no employees other than our sole officer and
director.
In the
future, we plan to hire seven full time employees and three part-time employees.
From time to time, we may employ additional independent contractors to support
our development, marketing, sales, support and administrative organization.
Competition for qualified personnel in the industry in which we compete is
intense. We believe that our future success will depend in part on our continued
ability to attract, hire or acquire and retain qualified employees.
Our
principal executive office location and mailing address is 4300 Village Centre
Court, Suite 21, Mississauga, ON L4Z 1S2. Currently, this space is sufficient to
meet our office, storage, and telephone facility needs; however, if we expand
our business to a significant degree, we will have to find a larger
space. This property is leased on a month to month basis.
There are
no legal proceedings pending or threatened against us.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is
presently no public market for our shares of common stock. We anticipate
engaging a market maker to apply for trading of our common stock on the Over the
Counter Bulletin Board upon the effectiveness of the registration statement of
which this prospectus forms apart. However, we can provide no assurance that our
shares of common stock will be traded on the Bulletin Board or, if traded, that
a public market will materialize.
Holders of Our Common
Stock
As of
January 31, 2010, we had 39 shareholders of our common stock.
Rule 144
Shares
As of
January 2010, the 5,000,000 shares issued to Atul Mehra will become available
for resale to the public and in accordance with the volume and trading
limitations of Rule 144 of the Act. As of January 2010,
the 100,000 shares issued to Gregg Jaclin for legal services rendered will
become available for resale to the public in accordance with Rule 144
of the Act. As of January 2010, all of the shares of our common stock
held by the 38 shareholders who purchased their shares in the Regulation D 506
offering by us will become available for resale to the public. Sales under Rule
144 are subject availability of current public information about the
company.
Stock Option
Grants
To date,
we have not granted any stock options.
Registration
Rights
We have
not granted registration rights to the selling shareholders or to any other
persons.
We have
filed with the SEC a registration statement on Form S-1 under the Securities Act
with respect to the common stock offered hereby. This prospectus, which
constitutes part of the registration statement, does not contain all of the
information set forth in the registration statement and the exhibits and
schedule thereto, certain parts of which are omitted in accordance with the
rules and regulations of the SEC.
For
further information regarding our common stock and our company, please review
the registration statement, including exhibits, schedules and reports filed as a
part thereof. Statements in this prospectus as to the contents of any contract
or other document filed as an exhibit to the registration statement, set forth
the material terms of such contract or other document but are not necessarily
complete, and in each instance reference is made to the copy of such document
filed as an exhibit to the registration statement, each such statement being
qualified in all respects by such reference.
We are
also subject to the informational requirements of the Exchange Act which
requires us to file reports, proxy statements and other information with the
SEC. Such reports, proxy statements and other information along with the
registration statement, including the exhibits and schedules thereto, may be
inspected at public reference facilities of the SEC at 100 F Street N.E,
Washington D.C. 20549. Copies of such material can be obtained from
the Public Reference Section of the SEC at prescribed rates. You may call the
SEC at 1-800-SEC-0330 for further information on the operation of the public
reference room. Because we file documents electronically with the SEC, you may
also obtain this information by visiting the SEC’s Internet website
at http://www.sec.gov.
This
section of the Registration Statement includes a number of forward-looking
statements that reflect our current views with respect to future events and
financial performance. Forward-looking statements are often identified by words
like believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from our
predictions.
Proposed
Milestones to Implement Business Operations:
Our plan
of operations for the twelve months following the date of this registration
statement is to complete the following objectives within the time period
specified, subject to the availability of adequate capital as outlined
below:
Short
Term (1-3 months)
Continue
to build strategic partnerships with Canadian and US customers and initiate our
sales and marketing plans, which are focused on gaining market
share.
Medium
Term (3 – 12 months)
Focus on
recruitment of professional staff, training and continuous professional
development with existing professional staff.
Long Term
(2- 5 years)
Continue
to modify our strategy to meet our customer’s changing needs. This will involves
setting the right expectations with the end client, as well as its existing
professional staff, continuous assessment and monitoring, constructive feedback,
appropriate coaching and mentoring. Continue our international
expansion.
We
anticipate that our operational, general and administrative expenses for the
next 12 months will total $288,905. The estimated breakdown is as
follows:
|
Web
Development
|
$
|
7,500.00
|
||
|
Legal/Accounting
|
$
|
7,500.00
|
||
|
Computer
hardware and software systems
|
$
|
11,500.00
|
||
|
Telecommunications
and internet
|
$
|
5,200.00
|
||
|
Employee
recruitment and training
|
$
|
20,000.00
|
||
|
Advertising
|
$
|
12,000.00
|
||
|
Automotive
|
$
|
4,150.00
|
||
|
Charitable
contributions
|
$
|
750.00
|
||
|
Depreciation
expense
|
$
|
2,325.00
|
||
|
Employee
benefits
|
$
|
19,880.00
|
||
|
Meals
and entertainment
|
$
|
3,700.00
|
||
|
Insurance
|
$
|
1,500.00
|
||
|
Professional
office salaries
|
$
|
120,000.00
|
||
|
Office
supplies
|
$
|
6,000.00
|
||
|
General
and administrative
|
$
|
2,400.00
|
||
|
Professional
development
|
$
|
3,600.00
|
||
|
Professional
fees
|
$
|
28,000.00
|
||
|
Rent
|
$
|
12,500.00
|
||
|
Repairs
& Maintenance
|
$
|
600.00
|
||
|
Telephone
|
$
|
4,800.00
|
||
|
Travel
|
$
|
15,000.00
|
||
|
Total
Expenses
|
$
|
288,905.00
|
||
The above
represents our Managements best estimate of our cash requirements based on our
business plans and current market conditions. The above is based on our ability
to raise sufficient financing and generate adequate revenues to meet our cash
flow requirements. The actual allocation between expenses may vary
depending on the actual funds raised and the industry and market conditions over
the next 12 months. We plan to focus our initial sales efforts on the Eastern
United States.
Results
of Operations
For the
period from inception through January 31,2010, we had no revenues. Operating
expenses for the period from inception (February 11, 2009) to January 31, 2010
totaled $24,482 and our loss from operations was $24,482 and our net loss
was $24,482.
Revenue
for the period from inception to January 31, 2010 was $0.
The
operating expenses for the period from inception (February 11, 2009) to January
31, 2010 were $24,482. These operating expenses were primarily attributed to
professional fees. Professional fees for the year ended January 31 2010
were $15,250. These fees are attributable to consulting, audit and legal
services related to our registration statement filing and raise funds to sustain
its operations and business plan.
Loss from
operations, net loss and comprehensive loss was $24,482 for period from
inception (February 11, 2009) to January 31, 2010.
During
the period from inception (February 11, 2009) to January 31, 2010 the sole
director contributed services totaling $11,000. These services were
included in the calculation of additional paid in capital.
During
the period from inception (February 11, 2009) to January 31, 2010 we operated
from a premises leased by a company controlled by the sole
director. The costs of this premises and other general and
administrative expenses paid on our behalf during the year totaled
$9,232. These expenses are payable to the related party and included
in current liabilities.
During
the period from inception (February 11, 2009) to January 31, 2010, we had no
provision for income taxes due to the net operating losses
incurred.
Off
Balance Sheet Financing
We have
no off-balance sheet arrangements
Capital
Resources and Liquidity
As of
January 30, 2009 we had $5,000 in cash.
The
initial use of proceeds from our unregistered common share sales that occurred
in 2009 and 2010 was to be split between offering expenses, professional fees,
advertising/marketing, and working capital. We raised approximately $5,000 from
its intended maximum offering of $100,000 and exercised its right to reassess
and reassign its intended use of funds. We have allocated almost all of our
capital raised for legal and auditor expenses related to the offering and the
listing process.
We are currently seeking
funding for our planned business strategy. We would like to raise a
minimum of $300,000 and a maximum of $500,000 in order to continue to (i)
build strategic partnerships with Canadian and US customers (ii) initiate our
sales and marketing plans, which are focused on gaining market share and (iii)
focus on recruitment of professional staff, training and continuous professional
development with existing professional staff.
We
believe we can satisfy our cash requirements for the next twelve months from
expected revenues. However, completion of our plan of operations is subject to
attaining adequate revenue. We cannot assure investors that adequate revenues
will be generated. In the absence of our projected revenues, we may be unable to
proceed with our plan of operations. Even without adequate revenues within the
next twelve months, we still anticipate being able to continue with our present
activities, but will require financing to achieve our profit, revenue, and
growth goals.
We
anticipate that our operational, and general & administrative expenses for
the next 12 months will total approximately $288,905. In order to finance these
expenses we will need to raise additional capital through private placements. We
also do not expect any significant additions to the number of employees, unless
financing is raised. The foregoing represents our best estimate of our cash
needs based on current planning and business conditions. The exact allocation,
purposes and timing of any monies raised in subsequent private financings may
vary significantly depending upon the exact amount of funds raised and our
progress with the execution of our business plan. Our sole director and majority
shareholder has agreed to advance funds as needed to us to fund costs until such
time as the private placement has been completed.
In the
event we are not successful in reaching our initial revenue targets, additional
funds may be required, and we may not be able to proceed with our business plan
for the development and marketing of our core services. Should this occur, we
would likely seek additional financing to support the continued operation of our
business. We anticipate that depending on market conditions and our plan of
operations, we may incur operating losses in the foreseeable future. Therefore,
our auditors have raised substantial doubt about our ability to continue as a
going concern.
KNOWLEDGE
POWER CORPORATION
(A
Development Stage Company)
FINANCIAL
STATEMENTS
31
JANUARY 2010
|
Page
|
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-1
|
|
FINANCIAL
STATEMENTS
|
|
|
Balance
Sheet
|
F-2
|
|
Statement
of Operations and Comprehensive Loss
|
F-3
|
|
Statement
of Stockholders' Deficit
|
F-4
|
|
Statement
of Cash Flows
|
F-5
|
|
Notes
to the Financial Statements
|
F-6
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders of
Knowledge
Power Corporation
We have
audited the accompanying balance sheets of Knowledge Power Corporation (a
Development Stage Company) as of 31 January 2010 and the related
statements of operations and comprehensive loss, stockholders' deficit and cash
flows for the period from the date of inception (11 February 2009) to 31 January
2010. 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 audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit 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 audit includes
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstance, but not for
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 audit provides 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 Knowledge Power Corporation (A
Development Stage Company) as of 31 January 2010, and the results of its
operations and comprehensive loss, cash flows and changes in stockholders'
deficit for the period from the date of inception (11 February 2009) to 31
January 2010 in conformity with accounting principles generally accepted in the
United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has significant operating losses, is in the
development stage with no established source of revenue and is dependent on its
ability to raise capital from shareholders or other sources to sustain
operations, which raise substantial doubt about its ability to continue as a
going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/
DNTW Chartered Accountants, LLP
Licensed
Public Accountants
Markham,
Canada
8
February 2010
KNOWLEDGE
POWER CORPORATION
(A
Development Stage Company)
BALANCE
SHEET
AS
AT 31 JANUARY
(Expressed
in United States Dollars)
|
2010
|
||||
|
ASSETS
|
||||
|
Current
Assets
|
||||
|
Cash
|
$ | 5,000 | ||
|
Total
Assets
|
$ | 5,000 | ||
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||
|
Current
Liabilities
|
||||
|
Accounts
payable and accrued expenses
|
$ | 3,250 | ||
|
Advances
from related party
|
4,232 | |||
|
Total
Liabilities
|
7,482 | |||
|
Stockholders'
Deficit
|
||||
|
Capital
stock, $0.001 par
value; Authorized 160,000,000; Issued and outstanding
5,600,000
|
5,600 | |||
|
Additional
paid-in capital
|
16,400 | |||
|
Deficit
accumulated during the development stage
|
(24,482 | ) | ||
|
Total
Stockholders' Deficit
|
(2,482 | ) | ||
|
Total
Liabilities and Stockholders' Deficit
|
$ | 5,000 | ||
The
accompanying notes are an integral part of these financial
statements.
KNOWLEDGE
POWER CORPORATION
(A
Development Stage Company)
STATEMENT
OF OPERATIONS AND COMPREHENSIVE LOSS
FOR
THE PERIOD FROM THE DATE OF INCEPTION (11 FEBRUARY 2009) TO 31 JANUARY
2010
(Expressed
in United States Dollars)
|
EXPENSES
|
||||
|
Professional
fees
|
15,250 | |||
|
General
and administrative
|
9,232 | |||
|
TOTAL
OPERATING EXPENSES
|
24,482 | |||
|
LOSS
FROM OPERATIONS
|
(24,482 | ) | ||
|
NET
LOSS AND COMPREHENSIVE LOSS
|
$ | (24,482 | ) | |
|
|
||||
|
LOSS
PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND
DILUTED
|
$ | 0.00 | ||
|
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED
|
5,600,000 | |||
The
accompanying notes are an integral part of these financial
statements.
KNOWLEDGE
POWER CORPORATION
(A
Development Stage Company)
STATEMENT
OF STOCKHOLDERS' DEFICIT
FOR
THE PERIOD FROM THE DATE OF INCEPTION (11 FEBRUARY 2009) TO 31 JANUARY
2010
(Expressed
in United States Dollars)
|
Common
Stock
|
Additional Paid | Accumulated Other Comprehensive | Deficit Accumulated During The Development | Total Stockholders' | ||||||||||||||||||||
|
|
Shares
|
Amount
|
In
Capital
|
Loss
|
Stage
|
Deficit
|
||||||||||||||||||
|
Balance
11 February 2009
|
- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
|
Issuance
of common stock at inception
|
5,000,000 | 5,000 | - | - | - | 5,000 | ||||||||||||||||||
|
In-kind
contribution of services
|
- | - | 11,000 | - | - | 11,000 | ||||||||||||||||||
|
Issuance
of common stock for cash
|
500,000 | 500 | 4,500 | - | - | 5,000 | ||||||||||||||||||
|
Common
stock issued for legal services
|
100,000 | 100 | 900 | - | - | 1,000 | ||||||||||||||||||
|
Net
loss
|
- | - | - | - | (24,482 | ) | (24,482 | ) | ||||||||||||||||
|
Balance,
31 January 2010
|
5,600,000 | 5,600 | 16,400 | - | (24,482 | ) | (2,482 | ) | ||||||||||||||||
The
accompanying notes are an integral part of these financial
statements.
KNOWLEDGE
POWER CORPORATION
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS
FOR
THE PERIOD FROM THE DATE OF INCEPTION (11 FEBRUARY 2009) TO 31 JANUARY
2010
(Expressed
in United States Dollars)
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||
|
Net
loss
|
(24,482 | ) | ||
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||
|
Issuance
of common stock for services and incorporation costs
|
6,000 | |||
|
In-kind
contribution of services
|
11,000 | |||
|
Changes
in operating assets and liabilities:
|
||||
|
Accounts
payable and accrued liabilities
|
3,250 | |||
|
CASH
FLOWS USED IN OPERATING ACTIVITIES
|
(4,232 | ) | ||
|
CASH
FLOWS PROVIDED BY INVESTING ACTIVITIES
|
- | |||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||
|
Advances
from related parties
|
4,232 | |||
|
Issuance
of common stock
|
5,000 | |||
|
CASH
FLOWS PROVIDED BY FINANCING ACTIVITIES
|
9,232 | |||
|
NET
INCREASE IN CASH
|
5,000 | |||
|
CASH
BEGINNING OF PERIOD
|
- | |||
|
CASH,
END OF PERIOD
|
$ | 5,000 | ||
The
accompanying notes are an integral part of these financial
statements.
KNOWLEDGE
POWER CORPORATION
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
FOR
THE PERIOD FROM THE DATE OF INCEPTION (11 FEBRUARY 2009) TO 31 JANUARY
2010
(Expressed
in United States Dollars)
|
1.
|
NATURE
OF OPERATIONS AND ORGANIZATION
|
Nature
of Operations
Knowledge
Power Corporation ("KPC") was incorporated in the State of Nevada on 11 February
2009. The Company is a development stage company whose principal line
of business is providing professional services to support the accountancy and
corporate finance departments of small and medium sized North American
Corporations.
Organization
Knowledge
Power Corporation (“the Company”) was incorporated in Nevada on 11 February 2009
and established a fiscal year end of January 31.
|
2.
|
BASIS
OF PRESENTATION
|
The
Company has not earned any revenues from limited principal operations and
accordingly, the Company's activities have been accounted for as those of a
"Development Stage Enterprise" as set forth in Accounting Standards Codification
915 (formerly SFAS No. 7), Accounting and Reporting by
Development Stage Enterprises ("ASC 915"). Among the
disclosures required by ASC 915 are that the Company's financial statements be
identified as those of a development stage company, and that the statements of
operations, stockholders' deficit and cash flows disclose activity since the
date of the Company's inception.
|
3.
|
GOING
CONCERN
|
These
financial statements have been prepared assuming the Company will continue on a
going concern basis. The Company has incurred losses since inception and the
ability of the Company to continue as a going concern depends upon its ability
to develop profitable operations and to continue to raise adequate financing.
Management is actively targeting sources of additional financing to provide
continuation of the Company’s operations. In order for the Company to meet its
liabilities as they come due and to continue its operations, the Company is
solely dependent upon its ability to generate such financing.
|
|
There
can be no assurance that the Company will be able to continue to raise
funds, in which case the Company may be unable to meet its obligations.
Should the Company be unable to realize its assets and discharge its
liabilities in the normal course of business, the net realizable value of
its assets may be materially less than the amounts recorded in these
financial statements.
|
The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should the Company be unable to continue
in existence.
|
4.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
The
accounting policies of the Company are in accordance with accounting principles
generally accepted in the United States of America. Presented below
are those policies considered particularly significant:
Cash
and Cash Equivalents
Cash and
cash equivalents consist of commercial accounts and interest-bearing bank
deposits and are carried at cost, which approximates current value. Items are
considered to be cash equivalents if the original maturity is three months or
less.
Fair
Value of Financial Instruments
In
accordance with ASC 825-10-50, (formerly SFAS No. 107), Disclosures About Fair Value of
Financial Instruments, the estimated fair value of financial instruments
has been determined by the Company using available market information and
valuation methodologies. Considerable judgment is required in estimating fair
value. Accordingly, the estimates may not be indicative of the amounts the
Company could realize in a current market exchange. As of 31 January 2010, the
carrying value of accounts payable and accrued expenses, advances from related
party approximate their fair value because of the limited terms of these
instruments.
In
accordance with ASC 820-10, (formerly SFAS No. 157), Defining Fair Value
Measurement, the Company adopted the standard which defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles and expands disclosures about fair value
measurements
Income
Taxes
The
Company accounts for income taxes pursuant to ASC 740-10, (formerly SFAS No.
109), Accounting for Income
Taxes. Deferred tax assets and liabilities are recorded for differences
between the financial statements and tax basis of the assets and liabilities
that will result in taxable or deductible amounts in the future based on enacted
tax laws and rates. Valuation allowances are established when necessary to
reduce deferred tax assets to the amount expected to be realized. Income tax
expense is recorded for the amount of income tax payable or refundable for the
period increased or decreased by the change in deferred tax assets and
liabilities during the period.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates. These estimates are reviewed periodically, and, as
adjustments become necessary, they are reported in earnings in the period in
which they become known. The estimates on depreciation were based on the
estimated useful lives of the Company's assets. Any estimates during the period
have had an immaterial effect on earnings.
Earnings
or Loss Per Share
The
Company accounts for earnings per share pursuant to ASC 260-10-02 (formerly SFAS
No. 128), Earnings per
Share, which requires disclosure on the financial statements of "basic"
and "diluted" earnings (loss) per share. Basic earnings (loss) per share is
computed by dividing net income (loss) by the weighted average number of common
stock outstanding for the year. Diluted earnings (loss) per share is
computed by dividing net income (loss) by the weighted average number of common
stock outstanding plus common stock equivalents (if dilutive) related to stock
options and warrants for each year.
There
were no dilutive financial instruments for the period from inception (11
February 2009) to 31 January 2010.
Concentration
of Credit Risk
ASC
815-10 (formerly SFAS No. 105)
Disclosure of Information About Financial Instruments with Off-Balance-Sheet
Risk and Financial Instruments with Concentration of Credit Risk,
requires disclosure of any significant off-balance-sheet risk and credit risk
concentration. The Company does not have significant
off-balance-sheet risk or credit concentration.
Recent
Accounting Pronouncements
January
2010, the Financial Accounting Standards Board ("FASB") issued Accounting
Standards Update 2010-02, Consolidation: Accounting and
Reporting for Decreases in Ownership of a Subsidiary – A Scope
Clarification, ("ASU 2010-02"). ASU 2010-02 amends the Codification to
clarify that the scope of the decrease in ownership provisions of ASC 810-10 and
related guidance applies to: (i) a subsidiary or group of assets that is a
business or nonprofit activity; (ii) a subsidiary that is a business or
nonprofit activity that is transferred to an equity method or joint venture;
(iii) an exchange of a group of assets that constitutes a business or nonprofit
activity for a non-controlling interest in an entity (including an equity-method
investee or joint venture); and (iv) a decrease in ownership in a subsidiary
that is not a business or nonprofit activity when the substance of the
transaction causing the decrease in ownership is not addressed in other
authoritative guidance. If no other guidance exists, an entity should apply the
guidance in ASC 810-10. The amendments in the update also clarify that the
decrease in ownership guidance in ASC 810-10 does not apply to sales of
in-substance real estate or conveyances of oil and gas mineral rights, even if
these transfers involve businesses. We adopted ASU 2010-02 effective 31 December
2009 and it did not have a material effect on our current financial
statements.
In
January 2010, the FASB issued Accounting Standards Update 2010-01, Equity: Accounting for Distributions
to Shareholders with Components of Stock and Cash, ("ASU 2010-01"). ASU
2010-01 amends the Codification to clarify that the stock portion of a
distribution to shareholders that allows them to elect to receive cash or stock
with a potential limitation on the total amount of cash that all shareholders
can elect to receive in the aggregate is considered a share issuance that is
reflected in earnings per share prospectively and is not a stock dividend. ASU
2010-01 codifies the consensus reached by the Emerging Issues Task Force in
Issue No. 09-E, Accounting for
Stock Dividends, including Distributions to Shareholders with Components of
Stock and Cash. We adopted ASU 2010-01 effective 31 December 2009 and it
did not have a material effect on our current financial statements, however, it
may have an effect on future financial statements depending on our future
activities.
In
December 2009, the FASB issued Accounting Standards Update No. 2009-17,
Improvements to Financial Reporting by Enterprises Involved with Variable
Interest Entities? ("ASU 2009-17") amending the FASB Accounting Standards
Codification ("Codification"). The amendments in ASU 2009-17 replace the
quantitative-based risks and rewards calculation for determining which
enterprise, if any, has a controlling financial interest in a variable interest
entity with an approach focused on identifying which enterprise has the power to
direct the activities of a variable interest entity that most significantly
impact the entity’s economic performance and (1) the obligation to absorb losses
of the entity or (2) the right to receive benefits from the entity. An approach
that is expected to be primarily qualitative will be more effective for
identifying which enterprise has a controlling financial interest in a variable
interest entity. The amendments in ASU 2009-17 also require additional
disclosures about an enterprise’s involvement in variable interest entities,
which will enhance the information provided to users of financial statements. We
adopted ASU 2009-17 effective December 31, 2009 and it did not have a material
effect on our current financial statements, however, it may have an effect on
future financial statements depending on our future activities.
In
December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810):
Improvements to Financial Reporting by Enterprises Involved with Variable
Interest Entities. This Accounting Standards Update amends the FASB
Accounting Standards Codification for Statement 167. (See FAS 167 effective date
below)
In
December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860):
Accounting for Transfers of Financial Assets. This Accounting Standards
Update amends the FASB Accounting Standards Codification for Statement 166. (See
FAS 166 effective date below)
In
October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance or Other
Financing. This Accounting Standards Update amends the FASB Accounting
Standard Codification for EITF 09-1. (See EITF 09-1 effective date
below)
In
October 2009, the FASB issued Accounting Standards Update 2009-14, Software
(Topic 985): Certain Revenue Arrangements That Include Software Elements. This
update changed the accounting model for revenue arrangements that include both
tangible products and software elements. Effective prospectively for revenue
arrangements entered into or materially modified in fiscal years beginning on or
after 15 June 2010. Early adoption is permitted. The Company does not expect the
provisions of ASU 2009-14 to have a material effect on the financial position,
results of operations or cash flows of the Company.
In
October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605):
Multiple-Deliverable Revenue Arrangements. This update addressed the
accounting for multiple-deliverable arrangements to enable vendors to account
for products or services (deliverables) separately rather than a combined unit
and will be separated in more circumstances that under existing US GAAP. This
amendment has eliminated that residual method of allocation. Effective
prospectively for revenue arrangements entered into or materially modified in
fiscal years beginning on or after 15 June 2010. Early adoption is permitted.
The Company does not expect the provisions of ASU 2009-13 to have a material
effect on the financial position, results of operations or cash flows of the
Company.
In
September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and
Disclosures (Topic 820): Investments in Certain Entities That Calculate Net
Asset Value per Share (or Its Equivalent). This update provides
amendments to Topic 820 for the fair value measurement of investments in certain
entities that calculate net asset value per share (or its equivalent). It is
effective for interim and annual periods ending after 15 December
2009. Early application is permitted in financial statements for
earlier interim and annual periods that have not been issued. The
Company does not expect
the provisions of ASU 2009-12 to have a material effect on the financial
position, results of operations or cash flows of the Company.
In June
2009, the FASB issued SFAS No. 168 (ASC Topic 105), The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162 ("SFAS No. 168"). Under SFAS No.
168 the FASB Accounting
Standards Codification ("Codification") became the source of
authoritative US GAAP to be applied by nongovernmental entities. Rules and
interpretive releases of the Securities and Exchange Commission ("SEC") under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants. SFAS No. 168 was effective for financial statements issued for
interim and annual periods ending after September 15, 2009. On the effective
date, the Codification superseded all then-existing non-SEC accounting and
reporting standards. All other non-grandfathered non-SEC accounting literature
not included in the Codification became non-authoritative. SFAS No. 168 was
effective for the Company's interim quarterly period beginning 1 July 2009. The
Company does not expect the adoption of SFAS No. 168 to have an impact on the
financial statements other than current references to BAAP.
In June
2009, the FASB issued SFAS No. 167 (ASC Topic 810), Amendments to FASB Interpretation
No. 46(R) ("SFAS 167"). SFAS 167 amends the consolidation guidance
applicable to variable interest entities. The provisions of SFAS 167
significantly affect the overall consolidation analysis under FASB
Interpretation No. 46(R). SFAS 167 is effective as of the beginning of the first
fiscal year that begins after 15 November 2009. SFAS 167 was effective for the
Company beginning in 2010. The Company does not expect the provisions of SFAS
167 to have a material effect on the financial position, results of operations
or cash flows of the Company.
In June
2009, the FASB issued SFAS No. 166, (ASC Topic 860) Accounting for Transfers of
Financial Assets--an amendment of FASB Statement No. 140 ("SFAS 166").
The provisions of SFAS 166, in part, amend the derecognition guidance in FASB
Statement No. 140, eliminate the exemption from consolidation for qualifying
special-purpose entities and require additional disclosures. SFAS 166 is
effective for financial asset transfers occurring after the beginning of an
entity's first fiscal year that begins after 15 November 2009. The Company does
not expect the provisions of SFAS 166 to have a material effect on the financial
position, results of operations or cash flows of the Company.
|
5.
|
RELATED
PARTY TRANSACTIONS
|
The
transactions with related parties were in the normal course of operations and
were measured at the exchange value which represented the amount of
consideration established and agreed to by the parties. Related party
transactions not disclosed elsewhere in these financial statements are as
follows:
|
(a)
|
During
the period, the Company paid rent and overhead costs to a company
controlled by the sole director of KPC in the amount of $385 per month,
totaling $4,232. This monthly charge includes the head office
rent, phone, internet and other administrative
services.
|
|
(b)
|
Advances
from a related company controlled by the sole director of KPC as at 31
January 2010 were $4,232. These advances are non interest bearing,
unsecured and with no specific terms of
repayment.
|
|
6.
|
CAPITAL
STOCK
|
|
Authorized
|
||
| 160,000,000 common shares, $0.001 par value | ||
| 2010 | ||
|
Issued
|
||
| 5,600,000 common stock | $ | 5,600 |
In February
2009 the Company issued 5,000,000 common stock in the Company at $0.001 per
share to the sole Director in exchange for incorporating and corporate services
rendered.
During
fiscal 2010, the Company completed non-brokered private placements of 500,000
common stock at $0.01 per share for proceeds of $5,000.
In
December 2009 the Company issued 100,000 common stock for legal services
rendered at $0.01 per share.
|
7.
|
SUPPLEMENTAL
CASH FLOW INFORMATION
|
During
the period from inception to 31 January 2010, there were no interest or taxes
paid by the Company.
The
significant non-cash transactions for the year ended31 January 2010 consisted of
the following:
a)
In February 2009 the Company issued 5,000,000 common stock in the
Company at $0.001 per share to the sole Director in exchange for incorporating
and corporate services rendered.
b) In
December 2009 the Company issued 100,000 common stock for legal services
rendered at $0.01 per share.
|
8.
|
INCOME
TAXES
|
The
Company accounts for income taxes in accordance with ASC 740-20, (formerly SFAS
No. 109). ASC 740-20 prescribes the use of the liability method whereby deferred
tax asset and liability account balances are determined based on differences
between the financial reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates. The effects of future changes in tax laws
or rates are not anticipated.
Under ASC
740-20 income taxes are recognized for the following: a) amount of tax payable
for the current year, and b) deferred tax liabilities and assets for future tax
consequences of events that have been recognized differently in the financial
statements than for tax purposes.
The
Company has income tax losses available to be applied against future years
income as a result of the losses incurred since inception. However, due to the
losses incurred in the period and expected future operating results, management
determined that it is more likely than not that the deferred tax asset resulting
from the tax losses available for carry forward will not be realized through the
reduction of future income tax payments. Accordingly a 100% valuation
allowance has been recorded for income tax losses available for carry
forward.
The
components of deferred income taxes, have been determined at the US federal
statutory rate of 15% and are as follows:
|
2010
|
||||
|
Deferred
income tax assets:
|
||||
|
Income
tax losses available for carryforward
|
$ | 3,672 | ||
| - | ||||
|
Valuation
allowance
|
(3,672 | ) | ||
|
Deferred
income taxes
|
$ | - | ||
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
There
have been no changes in or disagreements with accountants on accounting or
financial disclosure matters.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our sole
executive officer and director's age as of February
25, 2010 is as follows:
|
NAME
|
AGE
|
POSITION
|
|
Atul
Mehra
|
34
|
President, Chief Executive
Officer, Chairman of the Board of Directors Chief Financial Officer,
Principal Accounting Officer
|
Set forth
below is a brief description of the background and business experience of our
sole executive officer and director for the past five years.
Atul Mehra was appointed as our
President, Chief Executive Officer, Chairman of the Board of Directors
Chief Financial Officer,
Principal Accounting Office on February 11th, 2009. He brings over ten years of
experience in finance and accountancy. He has held senior positions at
various accountancy firms and multinational corporations. Mr. Mehra
is a founding director of M & Co, An Accountancy and consulting firm
specializing in servicing small and medium sized enterprises. Mr. Mehra holds a
Bachelor Degree in Accountancy, a Chartered Accounting (C.A.) Designation in
Canada and a Certified Public Accountant (C.P.A) designation in the
USA.
Term of
Office
Our sole
director is appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our officer is appointed by our board of
directors and holds office until removed by the board.
Summary Compensation Table;
Compensation of Executive Officer
The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to our sole executive officer by the Company during the
period ended January 31, 2010 in all capacities for the accounts of our
executive, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):
SUMMARY
COMPENSATION TABLE
|
Name
and Principal Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive Plan Compensation
|
Non-Qualified
Deferred Compensation Earnings
|
All Other
Compensation
|
Totals
|
|||||||||||||||||||
|
Atul
Mehra, President, Secretary, and Director
|
2010
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
|||||||||||
Option Grants
Table. There were
no individual grants of stock options to purchase our common stock made to the
executive officer named in the Summary Compensation Table through January
31, 2010.
Aggregated Option Exercises
and Fiscal Year-End Option Value Table. There were no stock options
exercised during period ending January 31, 2010 by our sole executive officer
named in the Summary Compensation Table.
Long-Term Incentive Plan
(“LTIP”) Awards Table.
There
were no awards made to our sole executive officer in the last completed fiscal
year under any LTIP
Compensation of
Directors
Our sole
Director is permitted to receive fixed fees and other compensation for his
services as a director. The Board of Directors has the authority to fix the
compensation of directors. No amounts have been paid to, or accrued to the sole
director in such capacity.
Employment
Agreements
We do not
have any employment agreements in place with our sole officer and
director.
The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding shares of common stock as of February 25,
2010 and by the officer and director, individually and as a group. Except as
otherwise indicated, all shares are owned directly.
|
Title
of Class
|
Name
and Address
of
Beneficial Owner
|
Amount
and Nature
of
Beneficial Owner
|
Percent
of
Class (1)
|
|
Common
Stock
|
Atul
Mehra (2)
215
Kelso Crescent, Vaughan, ON
L6A
2E1
|
5,000,000
|
89%
|
|
Common
Stock
|
All
executive officers
and
directors as a group
|
5,000,000
|
89%
|
|
(1)
|
The
percent of class is based on 5,600,000 shares of our common stock issued
and outstanding as of February 25, 2010
|
|
|
(2)
|
Atul
Mehra is our sole officer and
director
|
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
In
February 2009, we issued 5,000,000 founder shares of common stock to Atul Mehra
pursuant to the exemption from registration set forth in section 4(2) of the
Securities Act of 1933. The total purchase price of the Shares was
$5,000.
The
advances from the related party were from a company controlled by the sole
director and shareholder, Atul Mehra. The amount as at January 31, 2010 was
$4,232 is non-interest bearing, unsecured and has no specific terms of
repayment. The carrying value of the advances approximates the market
value due to the short-term maturity of the financial instruments.
Item
12A. Disclosure of Commission Position on Indemnification of Securities Act
Liabilities.
DISCLOSURE
OF COMMISSION POSITION OF INDEMNIFICATION OF SECURITIES ACT
LIABILITIES
Our
director and officer is indemnified as provided by the Nevada Statutes and our
Bylaws. We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act of
1933. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described 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 of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
We have
been advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act 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 is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court’s decision.
KNOWLEDGE
POWER CORPORATION
600,000
SHARES OF COMMON STOCK
PROSPECTUS
YOU
SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE
REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION
THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS
NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE
IS NOT PERMITTED.
Until
_____________, 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 dealer’s obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
The Date of This Prospectus
Is: February
25, 2010
PART
II -- INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item
13. Other Expenses Of Issuance And Distribution.
|
Securities
and Exchange Commission registration fee
|
$
|
2.35
|
||
|
Federal
Taxes
|
$
|
0.00
|
||
|
State
Taxes and Fees
|
$
|
0.00
|
||
|
Transfer
Agent Fees
|
$
|
0.00
|
||
|
Accounting
Fees
|
$
|
3,000
|
||
|
Legal
Fees
|
$
|
2,000
|
||
|
Total
|
$
|
5,002.35
|
All
amounts are estimates other than the Commission’s registration fee. We are
paying all expenses of the offering listed above. No portion of these expenses
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.
Item
14. Indemnification Of Directors And Officers.
Our
director and officer is indemnified as provided by the Nevada Statutes and our
Bylaws. We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act of
1933. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described 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 of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
We have
been advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act 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 is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court’s decision.
Item
15. Recent Sales Of Unregistered Securities.
We were
incorporated in the State of Nevada in February 2009 and 5,000,000 shares of
common stock were issued to Atul Mehra for $5,000. These shares were issued in
reliance on the exemption under Section 4(2) of the Securities Act of 1933, as
amended (the “Act”) and were issued to Mr. Mehra as founders shares. These
shares of our common stock qualified for exemption under Section 4(2) of the
Securities Act of 1933 since the issuance shares by us did not involve a public
offering. The offering was not a “public offering” as defined in Section 4(2)
due to the insubstantial number of persons involved in the deal, size of the
offering, manner of the offering and number of shares offered. We did not
undertake an offering in which we sold a high number of shares to a high number
of investors. In addition, Mr. Mehra had the necessary investment intent as
required by Section 4(2) since they agreed to and received a share certificate
bearing a legend stating that such shares are restricted pursuant to Rule 144 of
the 1933 Securities Act. This restriction ensures that these shares would not be
immediately redistributed into the market and therefore not be part of a “public
offering.” Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for this transaction.
In
December 2009 we issued 100,000 common shares to Anslow & Jaclin in exchange
for legal services rendered. These shares of our common stock
qualified for exemption under Section 4(2) of the Securities Act of 1933 since
the issuance shares by us did not involve a public offering. The offering was
not a “public offering” as defined in Section 4(2) due to the insubstantial
number of persons involved in the deal, size of the offering, manner of the
offering and number of shares offered. We did not undertake an offering in which
we sold a high number of shares to a high number of investors. In addition, the
shareholder had the necessary investment intent as required by Section 4(2)
since they agreed to and received s share certificate bearing a legend stating
that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act.
This restriction ensures that these shares would not be immediately
redistributed into the market and therefore not be part of a “public offering.”
Based on an analysis of the above factors, we have met the requirements to
qualify for exemption under Section 4(2) of the Securities Act of 1933 for this
transaction.
In
December 2009, we completed a Regulation D Rule 506 and Regulation S offering in
which we sold 500,000 shares of common stock to 37 investors, at a price per
share of $0.01 for an aggregate offering price of $5,000. The following sets
forth the identity of the class of persons to whom we sold these shares and the
amount of shares for each shareholder:
|
Bob
Corson
|
30,000
|
|
Raafat
Roubi
|
10,000
|
|
Salwa
Moshref
|
10,000
|
|
Mark
Carvalaho
|
10,000
|
|
Margaret
Harvey
|
20,000
|
|
Lan
Ho
|
20,000
|
|
Mary
Ann Smith
|
20,000
|
|
Kathleen
Horan
|
20,000
|
|
Claire
Horan
|
20,000
|
|
Wendy
Olarte
|
20,000
|
|
Karen
Olarte
|
20,000
|
|
Margarita
Schweitzer
|
20,000
|
|
Miriam
Valenzuela
|
20,000
|
|
Yvonna
Romano
|
20,000
|
|
Vishal
Bhandari
|
10,000
|
|
Mandip
Maan
|
10,000
|
|
Vipon
Jit Bhandari
|
10,000
|
|
Vikas
Bhandari
|
10,000
|
|
David
Williams
|
10,000
|
|
Kyle
Williams
|
10,000
|
|
Kamal
Mooljee
|
10,000
|
|
Jayesh
Nagad
|
10,000
|
|
Reena
Nagad
|
10,000
|
|
Haroon
Manzoor
|
10,000
|
|
Dipesh
Chauhan
|
10,000
|
|
Ekta
Chauhan
|
10,000
|
|
Anurag
Gupta
|
10,000
|
|
Matthew
Todman
|
10,000
|
|
Omar
Khan
|
10,000
|
|
Zafar
Raza Naqvi
|
10,000
|
|
Sonal
Mehra (1)
|
20,000
|
|
Kandeepan
Ramesh Viveknantharaja
|
10,000
|
|
Rahul
Mehra
|
10,000
|
|
Vineet
Anand
|
10,000
|
|
Rahim
Mamdani
|
10,000
|
|
Charles
Licalzi
|
10,000
|
|
Kishan
Mooljee
|
10,000
|
The
Common Stock issued in our Regulation D, Rule 506 Offering was issued in a
transaction not involving a public offering in reliance upon an exemption from
registration provided by Rule 506 of Regulation D of the Securities Act of 1933.
In accordance with Section 230.506 (b)(1) of the Securities Act of 1933, these
shares qualified for exemption under the Rule 506 exemption for this offerings
since it met the following requirements set forth in Reg.
ss.230.506:
|
(A)
|
No
general solicitation or advertising was conducted by us in connection with
the offering of any of the Shares.
|
|
(B)
|
At
the time of the offering we were not: (1) subject to the reporting
requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an
“investment company” within the meaning of the federal securities
laws.
|
|
(C)
|
Neither
we, nor any of our predecessors, nor any of our directors, nor any
beneficial owner of 10% or more of any class of our equity securities, nor
any promoter currently connected with us in any capacity has been
convicted within the past ten years of any felony in connection with the
purchase or sale of any security.
|
|
(D)
|
The
offers and sales of securities by us pursuant to the offerings were not
attempts to evade any registration or resale requirements of the
securities laws of the United States or any of its
states.
|
|
(E)
|
None
of the investors are affiliated with any of our directors, officers or
promoters or any beneficial owner of 10% or more of our
securities.
|
Please
note that pursuant to Rule 506, all shares purchased in the Regulation D Rule
506 offering completed in December 2007 were restricted in accordance with Rule
144 of the Securities Act of 1933. In addition, each of these shareholders were
either accredited as defined in Rule 501 (a) of Regulation D promulgated under
the Securities Act or sophisticated as defined in Rule 506(b)(2)(ii) of
Regulation D promulgated under the Securities Act.
Regulation
S Compliance
Each
offer or sale was made in an offshore transaction.
Neither
we, a distributor, any respective affiliates nor any person on behalf of any of
the foregoing made any directed selling efforts in the United
States;
Offering
restrictions were, and are, implemented;
No offer
or sale was made to a U.S. person or for the account or benefit of a U.S.
person;
Each
purchaser of the securities certifies that it was not a U.S. person and was not
acquiring the securities for the account or benefit of any U.S.
person;
Each
purchaser of the securities agreed to resell such securities only in accordance
with the provisions of Regulation S, pursuant to registration under the Act, or
pursuant to an available exemption from registration; and agreed not to engage
in hedging transactions with regard to such securities unless in compliance with
the Act;
The
securities contain a legend to the effect that transfer is prohibited except in
accordance with the provisions of Regulation S, pursuant to registration under
the Act, or pursuant to an available exemption from registration; and that
hedging transactions involving those securities may not be conducted unless in
compliance with the Act; and
We are
required, either by contract or a provision in its bylaws, articles, charter or
comparable document, to refuse to register any transfer of the securities not
made in accordance with the provisions of Regulation S pursuant to registration
under the Act, or pursuant to an available exemption from registration;
provided, however, that if any law of any Canadian province prevents us from
refusing to register securities transfers, other reasonable procedures, such as
a legend described in paragraph (b)(3)(iii)(B)(3) of Regulation S have been
implemented to prevent any transfer of the securities not made in accordance
with the provisions of Regulation S.
We have
never utilized an underwriter for an offering of our securities. Other than the
securities mentioned above, we have not issued or sold any
securities.
Item
16. Exhibits and Financial Statement Schedules.
|
EXHIBIT NUMBER
|
DESCRIPTION
|
|
3.1
|
Articles
of Incorporation
|
|
3.2
|
By-Laws
|
|
5.1
|
Opinion
of Anslow & Jaclin, LLP
|
|
23.1
|
Consent
of DNTW Chartered Accountants, LLP
|
|
23.2
|
Consent
of Counsel, as in Exhibit 5.1
|
|
24.1
|
Power
of Attorney
|
Item
17. Undertakings.
(A) 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:
|
i.
|
To
include any prospectus required by section 10(a)(3) of the Securities Act
of 1933;
|
|
|
|
|
ii.
|
To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and 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 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
|
|
|
|
|
iii.
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
|
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, 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 which remain unsold at the termination of the
offering.
(4)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant 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 by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(5) 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 430A, shall be deemed to be
part of and included in the 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 the registration statement
or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the 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 the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(6) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 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:
|
i.
|
Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
|
|
|
|
|
ii.
|
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;
|
|
|
|
|
iii.
|
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
|
|
|
|
|
iv.
|
Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
|
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and authorized this registration statement
to be signed on its behalf by the undersigned, in Mississauga,
Ontario Canada on February 25, 2010.
KNOWLEDGE POWER
CORPORATION
|
By:
|
/s/Atul Mehra
|
|
President,
Chief Executive Officer, Chairman of the Board of Directors
Chief
Financial Officer, Principal Accounting
Officer
|
26