UNITED PEOPLE POWER, INC. - FORM S-1/A

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EX-23.1 - EXHIBIT 23.1 CONSENT OF LYNDA R KEETON CPA LLC - UNITED PEOPLE POWER, INC.	s1a2_ex23z1.htm

As filed with the Securities and Exchange Commission on August 27, 2012

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1/A2

(Amendment No. 1)

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

UNITED PEOPLE POWER, INC.

(Exact name of registrant as specified in its charter)

Nevada

5961

45-1600199

(State or other jurisdiction of

incorporation or organization)

(Primary standard industrial

classification code number)

(IRS employer

identification number)

656 Ave. A, Suite 22

Boulder City, NV 89005

(702) 592-6134

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

656 Ave. A, Suite 22

Boulder City, NV 89005

(702) 592-6134

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Harold P. Gewerter, Esq.

Harold P. Gewerter, Esq. Ltd.

5440 W. Sahara #105

Las Vegas, NV 89146

(702) 382-1714

Fax: (702) 382-1759

Email: harold@gewerterlaw.com

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared 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, check the following box. X .

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ..

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. .

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. .

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


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

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Share	Proposed Maximum Offering Price ⁽²⁾	Amount of Registration Fee⁽³⁾
Common stock, par value $0.001 per share, for sale by Our Company	1,200,000	$0.25	$300,000.00	$34.38
Selling Shareholders – Common Stock	10,310,000	$0.25	$2,577,500.00	$295.38

⁽¹⁾ Registration fee has been paid via Fedwire.

⁽²⁾ Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c).

⁽³⁾ Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The issuer and the selling shareholders will sell the common stock being registered in this offering at a fixed price of $0.25 per share.. It is possible that the Company’s shares may never be quoted on the OTC Bulletin Board or listed on an exchange.

SUBJECT TO COMPLETION, DATED ____________ __, 2012.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

UNITED PEOPLE POWER, INC.

11,510,000 Shares of Common Stock

This prospectus will also allow us to issue up to 1,200,000 shares of our common stock in our initial public offering. The proceeds from the sale of these shares will be available for use by the company. This prospectus will also allow 14 selling shareholders to sell 10,310,000 shares of common stock which proceeds will not be available for use by the company. The securities being registered in this offering may be illiquid because they are not listed on any exchange or quoted on the OTC Bulletin Board and no market for these securities may develop. The issuer and the selling shareholders will sell the common stock being registered in this offering at a fixed price of $0.25 per share. ,. The company’s shares may never be quoted on the OTC Bulletin Board or listed on an exchange.



	Offering Price per Share	Gross Proceeds to Our Company	Offering Expenses ^{(1) (2)}	Net Proceeds to Our Company	Net Proceeds to Selling Shareholders
Per Share (Initial Public Offering)	0.25	0.25	0.02	0.23	0.00
Per Share (Selling Shareholders)	0.25	0.00	0.00	0.00	0.25
Total	$2,877,500	$300,000	$24,000	$276,000	$2,577,500

⁽¹⁾ Estimated expenses to be paid by the Issuer including payment of any underwriting or placement commissions, discounts or expense.

⁽²⁾ Selling shareholders shall not pay any expenses of offering their shares. All expenses of this offering shall be borne by the Issuer.

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act

Our Independent Registered Public Accounting Firm has raised substantial doubts about our ability to continue as a going concern.

The securities offered in this prospectus involve a high degree of risk. You should consider the risk factors beginning on page 3 before purchasing our common stock.

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 August 27, 2012.

UNDERHILL SECURITIES CORP. *

4045 South Spencer Street, Suite 108, Las Vegas, NV 89119 Tel: (702) 987-5449 Fax: (702) 650-3262 Web: underhillsecurities.com * UnderHill Securities Corp. will act as a best efforts selling agent and is an underwriter for the securities sold hereunder.

TABLE OF CONTENTS



Prospectus Summary	5
Risk Factors	7
Cautionary Note Regarding Forward-Looking Statements	11
Use of Proceeds	12
Capitalization	13
Dilution	13
Market for Common Equity and Related Stockholder Matters	14
Description of Business and Property	14
Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Our Management	19
Security Ownership of Certain Beneficial Owners and Management	22
Certain Relationships and Related Party Transactions	22
Description of Capital Stock	23
Selling Stockholders	24
Plan of Distribution	24
Disclosure of Commission Position on Indemnification for Securities Act Liabilities	29
Legal Opinion	29
Experts	29
Interests of Named Experts and Counsel	29
Additional Information	30
Report of Independent Registered Public Accounting Firm	F-1
Part II – Information Not Required in Prospectus	II-1
Signatures	II-3

Unless otherwise specified, the information in this prospectus is set forth as of August 27, 2012, and we anticipate that changes in our affairs will occur after such date. We have not authorized any person to give any information or to make any representations, other than as contained in this prospectus, in connection with the offer contained in this prospectus. If any person gives you any information or makes representations in connection with this offer, do not rely on it as information we have authorized. This prospectus is not an offer to sell our common stock in any state or other jurisdiction to any person to whom it is unlawful to make such offer.

PROSPECTUS SUMMARY

The following summary highlights selected information from this prospectus and may not contain all the information that is important to you. To understand our business and this offering fully, you should read this entire prospectus carefully, including the financial statements and the related notes beginning on page F-1. This prospectus contains forward-looking statements and information relating to United People Power, Inc. See Cautionary Note Regarding Forward Looking Statements on page 8.

Our Company

The Company was formed on March 3, 2011 in the State of Nevada. The Company is a development stage company and our auditors have issued a going concern opinion.

Business Strategy

The Company’s business strategy is:

a) to acquire, own hold and improve 400+ “Power.com” internet domains/web sites to fulfill a health and “going green” mission. The “green market” is a trillion dollar industry. United People Power, Inc. chose to align itself with Fun Unlimited, Inc. (dba Essante’ Worldwide) of Phoenix, AZ. Essante’ Worldwide has a line of 100% chemical free and organic personal care and household products and also two flagships products, Power Pops (weight loss, appetite suppressant and energy lollipops for adults) and Kids Pops (nutrient dense lollipops for children). These products are marketed through a network marketing program which delegates Essante’ Worldwide to pay distributors commissions, ship products, and provide customer and distributor support. United People Power, Inc. will focus on mass marketing and building world-wide organizations of people who will benefit collectively.

b) to do each and every thing necessary, suitable, or proper for the protection or benefit of this Company, and to do said acts as fully and to the same extent as natural persons might, or could do, in any part of the world as principals, agents, partners, trustees, or otherwise, either alone or in conjunction with any other person, partnership (whether limited or general partners).

The Company is not a blank check company. The company needs additional funding to grow as disclosed in the business plan however the company has generated limited revenues.

“Green Market” is used broadly as the “Green Economic Revolution” and “Going Green”. The Company is referring to any and all products and services that encompass health and wellness, chemical free and cleaner living, that would not only benefit the health of the human body, but the health of our heavily polluted planet.

United People Power’s strategy is to begin creating revenue by marketing Essante’ Worldwide products (www.EssanteWorldwide.com) via our 400+ “Power.com” targeted marketing domains. The Essante’ products answer a huge need for better health, wellness and chemical free personal care and household products, which are better for people and for the planet. United People Power is already contacting and setting the wheels in motion to partner with many other green companies who carry high quality products and services that will compliment our cause. We have the ability to form solid partnerships with other companies that provide sustainable and clean energy companies, technology companies and much more. These unlimited partnerships will increase the revenues of our company as we grow.

A targeted marketing domain is a website that can be used to target or market to a specific group or area. The company’s power.com websites are marketing tools that include specific groups and geographical areas for marketing purposes. e.g. Las Vegas Power. Com, TeacherPower.com. The company owns over 400 power.com websites. (Accountant may address S –K). In addition to providing customers an avenue to market Essante` Products, the company holds its own distributership with Essante`. At the present time there are less than 100,000 persons subscribing to our services @ $9.95 per month and no guarantee that the 100,000 people will use our services. Our partnerships will help expand customer base, grow revenues from commissions and advertising. Each distributor is given a unique identification number with Essante` for the purpose of tracking of sales and payment of commissions. Our company has its own identifying number that will earn the entitled 10% commission on the sales of those individuals within our sales organization. As a green company, Essante` World Wide produces 100% certified organic chemical free and non-toxic products. In addition to having an Essante distributorship, the company chose to promote Essante` products through our own marketing tools and websites. At this time Essante` is our only product supplier, we are not limited to only Essante’s products.

Sources for the above include:

http://www.entrepreneur.com/article/192980

http://www.paulzanepilzer.com/tnt.htm

http://www.computex.biz/HeadlineNews_Detail.aspx?list_id=34521 http://www.cnn.com/2010/OPINION/08/24/jackson.rogers.green.jobs/index.html http://www.andrewwinston.com

http://www.environmentalleader.com/2009/02/05/82-percent-of-consumers-buy-green-despite-economy

http://www.greenlaborjournal.org/cleantech/1-trillion-invested-in-green-since-2007

Our executive offices are located at 656 Ave. A, Suite 22, Boulder City, NV 89005. Our telephone number is (702) 592-6134.

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act

The Company shall continue to be deemed an emerging growth company until the earliest of--

‘(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

‘(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;

‘(C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

‘(D) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’.

As an emerging growth company the company is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

As an emerging growth company the company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

The Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

The Offering

This prospectus covers up to 1,200,000 shares to be issued and sold by the company at a price of $0.25 per share in a direct public offering and 10,310,000 shares held by selling shareholders to be sold at $0.25 per share.

ABOUT THIS OFFERING



Securities Being Offered	Up to 1,200,000 shares of common stock of United People Power, Inc. to be sold by the company at a price of $0.25 per share and 10,310,000 shares of common stock of United People Power, Inc. to be sold by selling shareholders at a price of $0.25 per share.

Initial Offering Price	The company will sell up to 1,200,000 shares at a price of $0.25 per share and the selling shareholders will sell up to 10,310,000 shares at a price of $0.25 per share.

Terms of the Offering	The company will offer and sell the shares of its common stock at a price of $0.25 per share in a direct offering to the public. The selling shareholders will offer and sell the shares of their common stock at a price of $0.25 per share.

Termination of the Offering	The offering will conclude when the company has sold all of the 1,200,000 shares of common stock offered by it. The company may, in its sole discretion, decide to terminate the registration of the shares offered by the company.

Risk Factors	An investment in our common stock is highly speculative and involves a high degree of risk. See Risk Factors beginning on page 3.

RISK FACTORS

An investment in our common stock is highly speculative, involves a high degree of risk, and should be made only by investors who can afford a complete loss. You should carefully consider the following risk factors, together with the other information in this prospectus, including our financial statements and the related notes, before you decide to buy our common stock. If any of the following risks actually occur, our business, financial condition, or results of operations could be materially adversely affected, the trading of our common stock could decline, and you may lose all or part of your investment therein.

Risks Relating to the Early Stage of our Company

We are at a very early operational stage and our success is subject to the substantial risks inherent in the establishment of a new business venture.

The implementation of our business strategy is in a very early stage. Our business and operations should be considered to be in a very early stage and subject to all of the risks inherent in the establishment of a new business venture. Accordingly, our intended business and operations may not prove to be successful in the near future, if at all. Any future success that we might enjoy will depend upon many factors, several of which may be beyond our control, or which cannot be predicted at this time, and which could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in our company.

We have a very limited operating history and our business plan is unproven and may not be successful.

Our company was formed in March 2011 but we have not yet begun full scale operations. We have not licensed or sold any substantial amount of products commercially through our websites and do not have any definitive agreements to do so. We have not proven that our business model will allow us to generate a profit.

We have suffered operating losses since inception and we may not be able to achieve profitability.

We had an accumulated deficit of ($234,442) as of December 31, 2011 and ($240,491) as of March 31, 2012 and we expect to continue to incur significant set up and marketing expenses in the foreseeable future related to the completion of development and commercialization of our sites. As a result, we are sustaining substantial operating and net losses, and it is possible that we will never be able to sustain or develop the revenue levels necessary to attain profitability.

We may have difficulty raising additional capital, which could deprive us of necessary resources.

We expect to continue to devote significant capital resources to fund set up and marketing. In order to support the initiatives envisioned in our business plan, we will need to raise additional funds through public or private debt or equity financing, collaborative relationships or other arrangements. Our ability to raise additional financing depends on many factors beyond our control, including the state of capital markets, the market price of our common stock and the development or prospects for development of competitive technology by others. Because our common stock is not listed on a major stock market, many investors may not be willing or allowed to purchase it or may demand steep discounts. Sufficient additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our common stock.

We expect to raise additional capital during 2012 but we do not have any firm commitments for funding. If we are unsuccessful in raising additional capital, or the terms of raising such capital are unacceptable, we may have to modify our business plan and/or significantly curtail our planned activities and other operations.

There are substantial doubts about our ability to continue as a going concern and if we are unable to continue our business, our shares may have little or no value.

The company’s ability to become a profitable operating company is dependent upon its ability to generate revenues and/or obtain financing adequate to fulfill its research and market introduction activities, and achieving a level of revenues adequate to support our cost structure has raised substantial doubts about our ability to continue as a going concern. We plan to attempt to raise additional equity capital by selling shares in this offering and, if necessary, through one or more private placement or public offerings. However, the doubts raised, relating to our ability to continue as a going concern, may make our shares an unattractive investment for potential investors. These factors, among others, may make it difficult to raise any additional capital.

Failure to effectively manage our growth could place strains on our managerial, operational and financial resources and could adversely affect our business and operating results.

Our growth has placed, and is expected to continue to place, a strain on our managerial, operational and financial resources. Further, if our subsidiary’s business grows, we will be required to manage multiple relationships. Any further growth by us or our subsidiary, or an increase in the number of our strategic relationships will increase this strain on our managerial, operational and financial resources. This strain may inhibit our ability to achieve the rapid execution necessary to implement our business plan, and could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in our company.

Risks Relating to Our Business

We will need to achieve commercial acceptance of our applications to generate revenues and achieve profitability.

Even if our development yields technologically superior sites, we may not successfully develop commercial sites, and even if we do, we may not do so on a timely basis. We cannot predict when significant commercial market acceptance for our sites and the affiliated products sold thereon will develop, if at all, and we cannot reliably estimate the projected size of any such potential market. If markets fail to accept our sites and related products, we may not be able to generate revenues from the commercial application of our technologies. Our revenue growth and achievement of profitability will depend substantially on our ability to introduce new products that are accepted by customers. If we are unable to cost-effectively achieve acceptance of our sites by customers, or if the associated products do not achieve wide market acceptance, our business will be materially and adversely affected.

We will need to establish additional relationships with collaborative and development partners to fully develop and market our sites.

We do not possess all of the resources necessary to develop and commercialize sites and related products on a mass scale. Unless we expand our development capacity and enhance our internal marketing, we will need to make appropriate arrangements with collaborative affiliates to develop and commercialize current and future sites and products.

Collaborations may allow us to:

generate cash flow and revenue;

offset some of the costs associated with our internal development; and

successfully commercialize site and product candidates.

If we need, but do not find appropriate affiliate arrangements, our ability to develop and commercialize sites and products could be adversely affected. Even if we are able to find collaborative partners, the overall success of the development and commercialization of sites and affiliate products will depend largely on the efforts of other parties and is beyond our control. In addition, in the event we pursue our commercialization strategy through collaboration, there are a variety of attendant technical, business and legal risks, including:

a development partner would likely gain access to our proprietary information, potentially enabling the partner to develop sites and affiliate products without us or design around our intellectual property;

we may not be able to control the amount and timing of resources that our collaborators may be willing or able to devote to the development or commercialization of our sites and affiliate products, or to their marketing and distribution; and

disputes may arise between us and our collaborators that result in the delay or termination of the development or commercialization of our product candidates or that result in costly litigation or arbitration that diverts our management’s resources.

The occurrence of any of the above risks could impair our ability to generate revenues and harm our business and financial condition.

We expect to rely on third parties to manufacture or distribute the products sold and our business will suffer if they do not perform.

We do not expect to manufacture or distribute any of the products sold on our sites and third party contractors will provide manufacturing services. If these contractors/providers do not operate in accordance with regulatory requirements and quality standards, our business will suffer. We expect to sell products and services that are provided by outside sole suppliers. The qualification of additional or replacement vendors is time consuming and costly. If a supplier has significant problems supplying our products, our sales and revenues will be hurt until we find a new source of supply.

We rely on third parties to support our United People Power sites, and our business will suffer if they do not provide adequate support.

A stable network of servers and routers capable of handling high internet traffic and large database driven search features is required to support United People Power sites. The database and server infrastructure is outsourced to a company designed to provide these specific services. The facility consists of a data center equipped with raised floors, backup power generation, proper cooling, network bandwidth and security, to support the infrastructure required to handle Internet traffic flow. If they do not provide the level of services and support necessary our business will suffer.

We may not be successful at marketing our sites or the underlying products.

We may not be able to market the sites or the underlying products and any financial or research efforts we exert to develop, commercialize or promote such sites and products may not result in revenue or earnings.

We may lose out to larger and better-established competitors.

The Internet and catalog industries are intensely competitive. Most of our competitors have significantly greater financial, technical, marketing and distribution resources as well as greater experience in the industry than we have. Our sites may not be competitive with other technologies. If this happens, our sales and revenues will decline. In addition, our current and potential competitors may establish cooperative relationships with larger companies, to gain access to greater development or marketing resources. Competition may result in price reductions, reduced gross margins and loss of market share.

Our sites may be displaced by newer technology.

The Internet and catalog industries are undergoing rapid and significant technological change. Third parties may succeed in developing or marketing technologies and products that are more effective than those developed or marketed by us, or that would make our technology and sites obsolete or non-competitive. Accordingly, our success will depend, in part, on our ability to respond quickly to technological changes through the development and introduction of new sites and products. We may not have the resources to do this. If our sites or product candidates become obsolete and our efforts to secure and develop new products and sites do not result in any commercially successful sites or products, our sales and revenues will decline.

Risks Relating to our Stock

The Offering price of $0.25 per share is arbitrary.

The Offering price of $0.25 per share has been arbitrarily determined by our management and does not bear any relationship to the assets, net worth or projected earnings of the Company, or any other generally accepted criteria of value.

We have no firm commitments to purchase any shares.

We have no firm commitment for the purchase of any shares. Therefore there is no assurance that a trading market will develop or be sustained. The Company has not engaged a placement agent or broker for the sale of the shares. The Company may be unable to identify investors to purchase the shares and may have inadequate capital to support its ongoing business obligations.

All proceeds from the sale of shares offered by the company will be immediately available for use by the company.

There is no minimum offering amount and we have not established an escrow to hold any of the proceeds from the sale of the shares offered by the company. As a result, all proceeds from the sale of shares offered by the company will be available for immediate use by the company. The proceeds of the sale may not be sufficient to implement the company’s business strategy.

Our shares are not currently traded on any market or exchange. We will apply to have our common stock traded over the counter; there is no guarantee that our shares will ever be quoted on the OTC Bulletin Board or listed on an exchange, which could severely impact their liquidity.

Currently our shares are not traded on any market or exchange. We will apply to have our common stock quoted via the OTC Electronic Bulletin Board. Therefore, our common stock is expected to have fewer market makers, lower trading volumes and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market. These factors may result in higher price volatility and less market liquidity for the common stock. It is possible that the company’s shares may never be quoted on the OTC Bulletin Board or listed on an exchange.

A low market price would severely limit the potential market for our common stock.

Our common stock is expected to trade at a price substantially below $5.00 per share, subjecting trading in the stock to certain SEC rules requiring additional disclosures by broker-dealers. These rules generally apply to any non-NASDAQ equity security that has a market price share of less than $5.00 per share, subject to certain exceptions (a “penny stock”). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our common stock.

FINRA sales practice requirements may also limit a stockholders ability to buy and sell our stock.

In addition to the penny stock rules promulgated by the SEC, which are discussed in the immediately preceding risk factor, FINRA rules require that in recommending an investment to a customer, a broker -dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the ability to buy and sell our stock and have an adverse effect on the market value for our shares.

An investor’s ability to trade our common stock may be limited by trading volume.

A consistently active trading market for our common stock may not occur on the OTCBB. A limited trading volume may prevent our shareholders from selling shares at such times or in such amounts as they may otherwise desire. The company’s shares may never be quoted on the OTC Bulletin Board or listed on an exchange.

Our company has a concentration of stock ownership and control, which may have the effect of delaying, preventing, or deterring a change of control.

Our common stock ownership is highly concentrated. Through ownership of shares of our common stock, one shareholder, The Holding Company Spendthrift Trust beneficially owns 77.6% of our total outstanding shares of common stock before this offering. The Holding Company Spendthrift Trust is controlled by our CEO, President and Chairman of the Board, Dianna M. Hendricks. As a result of the concentrated ownership of the stock, this stockholder, acting alone, will be able to control all matters requiring stockholder approval, including the election of directors and approval of mergers and other significant corporate transactions. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our company. It could also deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and it may affect the market price of our common stock.

We have not voluntarily implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

Recent federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements; others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and NASDAQ, are those that address the board of Directors independence, audit committee oversight, and the adoption of a code of ethics. We have not yet adopted any of these corporate governance measures, and since our securities are not listed on a national securities exchange or NASDAQ, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees, may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

Because we will not pay dividends in the foreseeable future, stockholders will only benefit from owning common stock if it appreciates.

We have never paid dividends on our common stock and we do not intend to do so in the foreseeable future. We intend to retain any future earnings to finance our growth. Accordingly, any potential investor who anticipates the need for current dividends from his investment should not purchase our common stock.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things:

Factors that might cause these differences include the following:

the ability of the company to offer and sell the shares of common stock offered hereby;

the integration of multiple technologies and programs;

the ability to successfully complete development and commercialization of sites and our company’s expectations regarding market growth;

changes in existing and potential relationships with collaborative partners;

the ability to retain certain members of management;

our expectations regarding general and administrative expenses;

our expectations regarding cash balances, capital requirements, anticipated revenue and expenses, including infrastructure expenses; and

other factors detailed from time to time in filings with the SEC.

In addition, in this prospectus, we use words such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,” and similar expressions to identify forward-looking statements.

In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. The Company will be required to update any forward looking statements as required by law.

USE OF PROCEEDS

With respect to up to 1,200,000 shares of common stock to be sold by the Company, unless we provide otherwise in a supplement to this prospectus, we intend to use the net proceeds from the sale of our securities for general corporate purposes, which may include one or more of the following:

working capital;

set up and marketing activities;

capital expenditures.

Our management will have broad discretion in the allocation of the net proceeds of any offering, however, the following table outlines management’s current anticipated use of proceeds given that the offering is being completed on a best-efforts basis and may not result in the Company receiving the entire offering amount. In the event that 100% of the funds are not raised, management has outlined how they perceive the funds will be allocated, at various funding levels. The offering scenarios are presented for illustrative purposes only and the actual amount of proceeds, if any, may differ. The offering expenses of any selling shareholders are not included in this table, and any such expenses that were to be incurred would be paid out of General Operating Expenses. The table is set out in the perceived order of priority of such purposes, provided however; management may reallocate such proceeds among purposes as the situation dictates. Pending such uses, we intend to place such funds in an FDIC insured bank account.



USE OF PROCEEDS *

% of Shares Sold	25%	50%	75%	100%
# of Shares Sold	300,000	600,000	900,000	1,200,000

Gross Proceeds	$75,000	$150,000	$225,000	$300,000
Less: Offering Expenses*	6,000	12,000	18,000	24,000
Less: Other Expenses**	25,530	25,530	25,530	25,530

Net Proceeds to the Company	$43,470	$112,470	$181,470	$250,470

*Use of Proceeds:*
Legal & Accounting	$5,263	$5,263	$5,263	$5,263
General Operational Expenses	0	8,707	29,707	29,707
Production & Development	12,500	25,000	52,500	86,500
Administrative Cost	12,000	32,500	44,000	54,000
IT Infrastructure (hardware/software)	5,000	11,000	20,000	25,000
Advertising & Promotion	3,707	20,000	20,000	20,000
Marketing/Sales Team	5,000	10,000	10,000	30,000

Total	$43,470	$112,470	$181,470	$250,470

* Offering Expenses $0.02/share

** Estimated expenses including legal, accounting and miscellaneous fees as described in Item 13.

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2012:


		March 31, 2012
Current Assets	$	7,662
Current liabilities		9,513
Stockholder’s deficit:

Common stock		10,310
Additional paid-in capital		250,730
Common stock payable		7,500
Accumulated deficit		(240,491)
Total stockholders’ equity		28,049

Total capitalization	$	28,049

DILUTION

The net tangible book value of our company as of March 31, 2012 was ($1,851) or ($0.00) per share of common stock. Net tangible book value per share is determined by dividing the tangible book value of the company (total tangible assets less total liabilities) by the number of outstanding shares of our common stock on March 31, 2012.

Our net tangible book value and our net tangible book value per share will be impacted by the 1,200,000 shares of common stock which may be sold by our company. The amount of dilution will depend on the number of shares sold by our company. The following example shows the dilution to new investors at an assumed offering price of $0.25 per share.

We are registering 1,200,000 shares of common stock for sale by our company. If all shares are sold at the offering price of $0.25 per share, less potential underwriting discount or commissions equal to ten percent (10%) and estimated offering expenses, our net tangible book value and per share dilution under various offering scenarios as of March 15, 2012, is illustrated in the following table:


	$300,000 Offering (100%)	$225,000 Offering (75%)	$150,000 Offering (50%)	$75,000 Offering (25%)
	$300,000 Offering (100%)	$225,000 Offering (75%)	$150,000 Offering (50%)	$75,000 Offering (25%)
Number of current shares held	10,310,000	10,310,000	10.310,000	10,310,000
Number of new shares issued	1,200,000	900,000	600,000	300,000
Total number of new shares held	11,510,000	11,210,000	10,910,000	10,610,000

Net tangible book value before this offering	$(1,851)	$(1,851)	$(1,851)	$(1,851)
Net proceeds to the company	255,763	186,763	117,763	48,763
Net tangible book value after this offering	$253,912	$184,912	$115,912	$46,912

Assumed public offering price per share	$0.25	$0.25	$0.25	$0.25
Net tangible book value per share before this offering	$0.00	$0.00	$0.00	$0.00
Increase attributable to new investors	$0.02	$0.02	$0.0 1	$0.00
Net tangible book value per share after this offering	$0.02	$0.02	$0.01	$0.00
Dilution per share to new stockholders	$0.23	$0.23	$0.24	$0.25

Current Shareholders % after offering	89.6%	91.98%	94.51%	97.18%
Purchasers % after offering	10.4%	8.02%	5.49%	2.82%

Control

The issuer is registering 8,000,000 shares of common stock that is collectively held by one shareholder The Holding Company Spendthrift Trust. This shareholder will continue to own the majority of the issuer’s registered common stock after the offering, and will continue to control the issuer.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is not currently traded on any exchange. We cannot assure that any market for the shares will develop or be sustained.

We have not paid any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. We intend to retain any earnings to finance the growth of our business. We cannot assure you that we will ever pay cash dividends. Whether we pay cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our financial condition, results of operations, capital requirements and any other factors that the Board of Directors decides are relevant. See Management’s Discussion and Analysis of Financial Condition and Results of Operations.

As of May 30, 2012, the Company has fourteen (14) shareholders who hold 100% of its issued and outstanding common stock.

DESCRIPTION OF BUSINESS AND PROPERTY

Our Company

The Company was formed on March 3, 2011 in the State of Nevada.

Business Strategy

The Company’s business strategy is:

a) to acquire, own hold and improve 400+ “Power.com” internet domains/web sites to fulfill a health and “going green” mission. The “green market” is projected to be a trillion dollar industry in upcoming years. United People Power, Inc. chose to align itself with Fun Unlimited, Inc. (dba Essante’ Worldwide) of Phoenix, AZ. Essante’ Worldwide has a line of 100% chemical free and organic personal care and household products and also two flagships products, Power Pops (weight loss, appetite suppressant and energy lollipops for adults) and Kids Pops (nutrient dense lollipops for children). These products are marketed through a network marketing program which delegates Essante’ Worldwide to pay distributors commissions, ship products, and provide customer and distributor support. United People Power, Inc. will focus on mass marketing and building world-wide organizations of people who will benefit collectively.

Our executive offices are located at 656 Ave. A, Suite 22, Boulder City, NV 89005. Our telephone number is (702) 592-6134.

The company markets the Fun Unlimited, Inc. (dba) Essante’ Worldwide organic and 100% chemical free products. The Company will generate weekly income from Essante’ Worldwide by holding a top position with Essante’. The Company also generates income from a monthly charge per distributor for usage of the 400+ Power Websites. The Company hopes to acquire 40,000 new customers/distributors for Essante’ Worldwide that will sue the Company’s vast array of Internet Domains for marketing and promotion. The currently monthly cost for the entire domain package is $9.95 per distributor.

The Company is not a blank check company. The company needs additional funding to grow as disclosed in the business plan however the company has generated revenues.

United People Power’s strategy is to begin creating revenue by marketing Essante’ Worldwide products (www.EssanteWorldwide.com) via our 400+ “Power.com” targeted marketing domains. The Essante’ products answer a huge need for better health, wellness and chemical free personal care and household products, which are better for people and for the planet. Essante’ Worldwide is a network marketing company and this offers a business opportunity for all associates that join us to earn an income in their towns and cities. With the recession, we feel that this is a must. Our base location is in Nevada which has the highest rate of unemployment in the USA. Essante’ Worldwide has a generous compensation plan and people can earn substantial incomes.

United People Power and its 400+ “Power.com” targeted domains provide the tools for people to easily spread the world about Essante’ Worldwide products. People chose a user name with Essante’ Worldwide as such, EssanteWorldwide.com/UserName to promote their Essante’ business. When they join United People Power at $9.95 per month, they can target market by using ALL of our 400+ domains with their user name following each and every one of them. This provides an outrageous amount of tools for people to approach other people by targeting their location, profession, sports and so much more while promoting. Software is in place on the United People Power domains to allow people to upload their photos and contact information as well as populate the domains with their testimonies and success stories. Because the recession has caused major hardship for people, we set the price of the power site subscription at a low $9.95 per month so the masses could afford to join as they begin to earn weekly commission checks with Essante’ Worldwide. We have also spend months creating a media vault of video to train and educate on a 24/7 basis. A mere 100,000 people from all over the world using our marketing power creates a residual income for United People Power of $995,000.00 per month. We feel we can engage with 100,000 people in the state of California alone who desire healthier products and the hope and desire to earn money and be successful.

United People Power is already contacting and setting the wheels in motion to partner with many other green companies who carry high quality products and services that will compliment our cause. We have the ability to form solid partnerships with other companies that provide sustainable and clean energy companies, technology companies and much more. These unlimited partnerships will increase the revenues of our company as we grow.

United People Power also has a 3rd income source. The corporation has a distributor number with Essante’ Worldwide, and as we grow the entire organization world-wide, this position will provide a 10% commission as well as many other bonuses for United People Power through this business entity. This income source will be in the form of a weekly check for United People Power from Essante’ Worldwide.

Our leaders are ready to travel to each and every state and country to support sales teams and also prepared for future infomercials and other mass media promotions. By reviewing our 400+ “Power.com” domain list it’s easy to see that we are determined to build all these markets. The project is also extremely “empowering” and “fun” which is a breath of fresh air to anyone who joins us.