Attached files
| file | filename |
|---|---|
| EX-32.1 - OnePower Systems Ltd. | ex32-1.htm |
| EX-31.1 - OnePower Systems Ltd. | ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 2017
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 333-185176
ONEPOWER SYSTEMS LTD .
(Exact name of registrant as specified in its charter)
| Nevada | Pending | |
| (State or other jurisdiction of | (IRS Employer | |
| incorporation or organization) | Identification No.) |
7345 E Peakview Ave.
Centennial, Colorado 80111
(Address of principal executive offices)
Registrant’s telephone number, including area code: 1-866-209-3225
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted and electronically posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [X] No [ ]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
As of February 28, 2018, the registrant had 17,454,545 shares of voting common stock that were held by non-affiliates. Based on the last sales price of the registrant’s common stock of $0.055, these non-affiliate shares have an aggregate market value of $960,000.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
As of February 28, 2018, the registrant had 17,454,545 shares of common stock with par value $0.001 issued and outstanding.
TABLE OF CONTENTS
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Item 1: Description of Business
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
All dollar amounts refer to US dollars unless otherwise indicated.
| (a) | Business Development |
OnePower Systems Ltd. (“OnePower”) is a Nevada corporation that was incorporated on August 28, 2009. OnePower is a startup company. From 2009 to 2017 OnePower was engaged in the development of an electronic bill delivery and payment system (the “OP SYSTEM”) that was intended to provide Middle Eastern utility companies with the ability to present bills and receive payment During that time, OnePower’s operations were located in Lebanon. On September 28, 2017, OnePower purchased software from CreditSuite (a private Florida corporation) . OnePower is now in the business of marketing and selling services designed to help small businesses meet lending credibility standards allowing the businesses to create a credit report based upon the businesses EIN not the owners SSN.
OnePower is a “shell” company as defined by the SEC as a result of only having nominal operations and nominal assets. OnePower is also an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements.
OnePower maintains its statutory resident agent’s office at 1859 Whitney Mesa Drive, Henderson, Nevada, 89014 and its head office is located at 7345 E Peakview Ave., Centennial, Colorado (phone number 1-866-209-3225).
OnePower has an authorized capital of 200,000,000 common shares with a par value of $0.001 per share with 17,454,545 common shares currently issued and outstanding.
OnePower has not been involved in any bankruptcy, receivership or similar proceedings. There has been no material reclassification, merger consolidation or purchase or sale of a significant amount of assets not in the ordinary course of OnePower’s business.
| (b) | Business of OnePower |
OnePower is a Nevada company and was incorporated on August 28, 2009.
OnePower is in the business of marketing and selling services designed to help small businesses meet lending credibility standards allowing the businesses to create a credit report based upon the businesses EIN not the owners SSN. On September 28, 2017 OnePower purchased the Business Finance Suite software a private white label credit building software system and created a new URL www.onepowerfinance.com to market the software and for customers to sign up for the services.
OnePower has abandoned its previous business venture, the development of an electronic bill delivery and payment system (the “OP SYSTEM”) that was intended to provide Middle Eastern utility companies with the ability to present bills and receive payment electronically. On September 28, 2017 management decided to abandon the business venture and cease any further development of the OP System due to ongoing instability in the Middle East caused by political conflicts within the region.
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Emerging Growth Company Status
Because we generated less than $1 billion in total annual gross revenues during our most recently completed fiscal year, we qualify as an “emerging growth company” under the Jumpstart Our Business Startups (“JOBS”) Act.
We will lose our emerging growth company status on the earliest occurrence of any of the following events:
| 1. | on the last day of any fiscal year in which we earn at least $1 billion in total annual gross revenues, which amount is adjusted for inflation every five years; |
| 2. | on the last day of the fiscal year of the issuer following the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement; |
| 3. | on the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt; or |
| 4. | 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.’’ |
A “large accelerated filer” is an issuer that, at the end of its fiscal year, meets the following conditions:
| 1. | it has an aggregate worldwide market value of the voting and non-voting common equity held by its non-affiliates of $700 million or more as of the last business day of the issuer’s most recently completed second fiscal quarter; |
| 2. | It has been subject to the requirements of section 13(a) or 15(d) of the Act for a period of at least twelve calendar months; and |
| 3. | It has filed at least one annual report pursuant to section 13(a) or 15(d) of the Act. |
As an emerging growth company, exemptions from the following provisions are available to us:
| 1. | Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires auditor attestation of internal controls; |
| 2. | Section 14A(a) and (b) of the Securities Exchange Act of 1934, which require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation; |
| 3. | Section 14(i) of the Exchange Act (which has not yet been implemented), which requires companies to disclose the relationship between executive compensation actually paid and the financial performance of the company; |
| 4. | Section 953(b)(1) of the Dodd-Frank Act (which has not yet been implemented), which requires companies to disclose the ratio between the annual total compensation of the CEO and the median of the annual total compensation of all employees of the companies; and |
| 5. | The requirement to provide certain other executive compensation disclosure under Item 402 of Regulation S-K. Instead, an emerging growth company must only comply with the more limited provisions of Item 402 applicable to smaller reporting companies, regardless of the issuer’s size. |
Pursuant to Section 107 of the JOBS Act, an emerging growth company may choose to forgo such exemption and instead comply with the requirements that apply to an issuer that is not an emerging growth company. We have elected under this section of the JOBS Act to maintain our status as an emerging growth company and take advantage of the JOBS Act provisions relating to complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.
Principal Products
OnePower markets and sells a business credit building service through the “Business Finance Suite” product for the purpose of helping small businesses meet lending credibility standards, by helping them build business credit, and gain access to cash funding options through a software platform. The Business Finance Suite is a comprehensive business credit and financing application suite designed to assist small business owners in effectively managing their business credit and financing needs. There are many services provided by the Business Finance Suite which include:
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| (i) | Performing a corporate compliance and documentation review of Client and Client’s Business. The scope and purpose of the corporate compliance and documentation review is to help prepare the Client to apply for business credit and attempt to maximize the possibility of success in obtaining business credit and for no other legal or business purpose; |
| (ii) | Establishing a Dunn & Bradstreet file and establish a Dunn & Bradstreet rating; |
| (iii) | Building a Dunn & Bradstreet PAYDEX score; |
| (iv) | Establishing a business credit file with Experian’s corporate department; |
| (v) | Obtaining an Experian Intelliscore number; |
| (vi) | Creating a business credit file with Equifax’s business department; |
| (vii) | Providing Client with a non-comprehensive list of trade accounts that may or may not report to business credit bureaus, including Dunn & Bradstreet, Experian’s corporate department and Equifax’s business department; |
| (viii) | Creating a Business Credit Asset that can be used for business financing opportunities; or |
Markets
The market focus of the Business Finance Suite are small to medium enterprises (SME).The vast majority of U.S. based businesses are SME’s. According to U.S. Census Bureau Data, in 2014 SME businesses with less than 20 workers accounted for 97.9% of all firms in the U.S. Many SME’s are currently either over looked by the mainstream banks and credit unions or are forced to rely on the business owner/operators personal covenant and/or assets to secure adequate funds for their operations.
The Business Finance Suite is intended to provide an SME the ability to build a credit rating linked to their EIN (Employer Identification Number) as opposed to the owner/operators personal SSN (Social Security Number). By implementing the Business Finance Suite SME’s will be able to build their own credit record and rating therefore preventing the owner/operator from impeding their own borrowing abilities.
Competitors in The Small Business Finance Industry
The business credit building industry and alternative lending market is intensely competitive and rapidly changing. A number of companies offer similar products to the Business Finance Suite. Some of our existing competitors, as well as a number of potential competitors, have larger technical staffs, more established and larger marketing and sales organizations, and significantly greater financial resources than we have.
Although there are several companies targeting small business finance services, the following vendors are OnePower’s main competitors.
RAPID ADVANCE - Founded in 2005 and headquartered in Bethesda, Maryland, RapidAdvance is a technology-powered financial services company that provides working capital to small and mid-sized businesses in the United States. It offers small business loan programs for business owners in a variety of industries, including traditional retail establishments, brand name chain restaurants, automotive repair, manufacturing, trucking, and professional service providers.
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FUNDERA - Launched in February 2014, Fundera is a small business lending marketplace that enables small businesses to apply to multiple online lenders with one application.[2] Lenders on the Fundera network include OnDeck, Lending Club, Funding Circle, and more
ON DECK - founded OnDeck in 2006 and headquartered the company in New York City, uses proprietary software to aggregate data about a business’ operations, which is processed by an algorithm that determines loan eligibility.
KABBAGE - The financial services data and technology platform based out of Atlanta, Georgia, publicly launched and began making its first loans in May 2011. Kabbage provides funding directly to small businesses and consumers through an automated lending platform.
Distribution Methods
OnePower intends to advertise the availability of the Business Finance Suite in the target markets through internet and social media marketing and independent broker referrals. Customers will be able to sign up for the Business Finance Suite through OnePower’s website www.onepowerfinance.com.
Subsidiaries
We do not have any subsidiaries.
Raw Materials
OnePower currently has no business operations that require raw materials, and does not produce any products or provide any services that require any raw materials nor any suppliers.
Dependence on Major Customers
One Power is not dependent on any major customers.
Patents/Trade Marks/Licences/Franchises/Concessions/Royalty Agreements or Labour Contracts
OnePower currently has no patents or trademarks; and OnePower is not party to any license, franchise, concession, or royalty agreements or any labor contracts
Government Controls and Regulations
OnePower’s various business segments are subject to various levels of government controls and regulations, which are supplemented and revised from time to time. Currently, OnePower is in compliance with all business and operations licenses that are typically applicable to most commercial ventures. However, management is unable to predict what additional legislation or revisions may be proposed that might affect its business or when any such proposals, if enacted, might become effective. There can be no assurance that existing or new laws or regulations that may be adopted in various jurisdictions in the future, will not impose additional fees and taxes on OnePower and its business operations. Management is not aware of any such revisions to existing laws and regulations nor new laws or regulations that could have a negative impact on OnePower’s business and add additional costs to OnePower’s business operations. Such changes, however, could require increased capital and operating expenditures and could prevent or delay certain operations by OnePower.
The effect of these existing regulations on the business segments is that OnePower is able to carry out its current business operations as planned. However, it is possible that future governments could change the regulations that could affect the business operations and limit OnePower’s ability to continue its business operations.
| 6 |
Costs and Effects of Compliance with Environmental Laws
OnePower currently has no costs to comply with environmental laws, and there are no known environmental restrictions affecting its business operations. Also, there are no significant capital expenditures for environmental control matters either planned in the current year or expected in the near future.
Expenditures on Research and Development During the Last Two Fiscal Years
Since August 28, 2009, OnePower has not spent any funds on either company-sponsored research and development activities or customer-sponsored research activities relating to the development of new products, services or techniques or the improvement of existing products, services, or techniques.
Number of Total Employees and Number of Full Time Employees
OnePower currently does not have any employees other than our sole officer and director.
OnePower is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item .
Item 1B: Unresolved Staff Comments
OnePower is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item .
We do not own any real property interest. Our offices are located at 7345 E Peakview Avenue, Centennial, Colorado, 80111, telephone number 1-866-209-3225.
OnePower is not a party to any pending legal proceedings and, to the best of OnePower’s knowledge, none of OnePower’s property or assets are the subject of any pending legal proceedings.
Item 4: Mine Safety Disclosures
OnePower is not involved in the operation of any mine, and as a result is not required to provide the information required under this item .
Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our shares of common stock are not quoted for trading on any recognized stock exchange or quotation system. There are no warrants or options outstanding by which any person has the right to acquire any additional shares of our common stock. There is an outstanding promissory note held by the sole officer and director that can be converted to 181,818 common shares. As of the date of this annual report we have 32 shareholders of record.
| 7 |
Our shares of common stock are not currently available for resale to the public in accordance with the volume and trading limitations of Rule 144 of the Act because we are a shell company. Our president and sole director, Soha Hamdan, cannot rely on Rule 144 for the resale of our common stock until the following have occurred:
| 1. | we have ceased to be a shell company; |
| 2. | we are subject to the reporting requirements of the Exchange Act; |
| 3. | we have filed all Exchange Act reports required for the past 12 months; and |
| 4. | a minimum of one year has elapsed since we filed current Form 10 information on Form 8-K changing our status from a shell company to a non-shell company. |
When Rule 144 is available, our affiliate stockholder shall be entitled to sell within any three month period a number of shares that does not exceed the greater of:
| 1. | 1% of the number of shares of the company’s common stock then outstanding; or |
| 2. | the average weekly trading volume of the company’s common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.
Dividends
We have never paid or declared any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.
Securities Authorized For Issuance Under Equity Compensation Plans
We currently do not have any equity compensation plans.
Purchases Of Equity Securities By The Registrant And Affiliated Purchasers
No purchases of any of our registered equity securities have been made by us, on our behalf, or by any affiliated purchaser during the fourth quarter of the fiscal year covered by this annual report.
Item 6: Selected Financial Data
Not Applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Results of Operations
We have not earned any revenue from our incorporation on August 28, 2009 to November 30, 2017.
| 8 |
During the fiscal year ended November 30, 2017, we incurred net losses of $17,643 consisting of general and administrative expenses. Compared to our net losses in fiscal 2016 of $15,738, our losses in the current fiscal year were significantly lower due to lower general and administrative expenses.
We have not attained profitable operations and are dependent upon obtaining financing to complete our proposed business plan. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
Liquidity And Capital Resources
As of November 30, 2017, our current assets consisted of $1,587 in cash with total liabilities of $90,372, which consisted of notes payables of $85,000 and accounts payable and accrued liabilities of $5,372. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the fiscal year ended November 30, 2017, net cash flows used in operating activities were ($17,643) consisting of our net loss for the period, adjusted for expensing prepaid expenses and payment of accounts payable.
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the fiscal year ended November 30, 2017, net cash from financing activities was $20,000, which consisted of a convertible promissory note.
Plan of Operation
OnePower’s plan of operation for the next 12 months is to:
| 1. | advance the business finance suite customer base via social media and online awareness programs including but not limited to pay per click and affiliate marketing programs; |
| 2. | complete development and launch the mobile version of business finance suite; |
| 3. | identify and develop more small business customers seeking business credit which will include inhouse sales representatives and customer service representatives. |
| Phase 1 – | Advance the Business finance suite Customer Based Via Social Media and Online Awareness Programs |
In Phase 1, OnePower will use social media platforms, including, but not limited to, Twitter, Facebook, and YouTube, as well as pay per click and affiliate marketing programs in order to build brand awareness for the business finance suite and increase the number of customer signups for the business finance suite. OnePower plans to drive brand awareness and deliver our message to target audiences use Facebook postings and ad’s to bring attention to the business finance suite app as well as establishing a page on YouTube containing how to videos giving users a concise way to begin using the business finance suite to drive customers to their business.
OnePower has budgeted $15,000 for this phase and expects it to take three months to complete, with completion expected within the first three months of OnePower’s plan of operation.
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| Phase 2 – | Complete Development and Launch the Business Finance Suite Mobile App. |
In Phase 2, OnePower plans to complete its development of the business finance suite mobile app.
The coding and programming involved in completing the business finance suite mobile app is estimated to require in excess of 200 hours. OnePower has budgeted $15,000 for this phase and expects it to take 10 months to complete, with completion expected in the 4th quarter of 2018.
| Phase 3 – | Identify and Develop More Business Finance Suite Customers That Will Take Advantage of the Expanding SME Economy |
In Phase 3, OnePower plans to develop in house sales representatives and customer service representatives to take advantage of the expanding SME market demand for business credit. The sales reps will be used to follow up on the sales pipeline created by the online and mobile sign-ups for the business credit suite. The customer service reps will assist existing small business clients in seeking financing for their businesses and create customer referral programs with incentives to further the sales pipeline.
OnePower has budgeted $50,000 for this phase and expects it to take 12 months to complete, with completion expected within the first twelve months of OnePower’s plan of operation. Also, during this phase, OnePower will continue to (a) develop its business credit suite app, (b) advance the business credit suite customer base. Phase 3 will overlap and will be worked on simultaneously with Phases 1 and 2.
It is possible that actual costs for Phase 1, 2 and 3 will exceed OnePower’s estimates. As well, OnePower’s current cash on hand is not sufficient to meet its anticipated obligations for the next twelve-month period. OnePower intends to raise additional funding either through the sale of its common stock to investors or through loans from its director. However, OnePower does not have any current commitments in this regard. If OnePower is unable to raise the required financing, it will be delayed in conducting its business plan.
Material Commitments
As of the date of this annual report, we do not have any material commitments.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment during the next twelve months.
Off-Balance Sheet Arrangements
As of the date of this annual report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Going Concern
The independent auditors’ report accompanying our November 30, 2017 and 2016 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Item 7A: Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8: Financial Statements and Supplementary Data
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INDEX TO FINANCIAL STATEMENTS
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| K. R. MARGETSON LTD. | Chartered Professional Accountant |
| #210, 905 West Pender Street | Tel: 604.641.4450 |
| Vancouver BC V6C 1L6 | Fax: 1.855.603.3228 |
| Canada |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders of
OnePower Systems Ltd.:
I have audited the accompanying balance sheet of OnePower Systems Ltd. as of November 30, 2017 and 2016 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the two years then ended. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.
I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that I plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, I express no such opinion. An audit also 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. I believe that my audits provide a reasonable basis for my opinion.
In my opinion, these financial statements present fairly, in all material respects, the financial position of OnePower Systems Ltd. as of November 30, 2017 and 2016, and the change in equity and the results of its operations and its cash flows for each of the two years ended November 30, 2017 and 2016 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared using accounting principles generally accepted in the United States of America assuming that OnePower Systems Ltd. will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred operating losses since inception, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to their planned financing and other matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| /s/ K. R. Margetson Ltd. | |
| Vancouver, Canada | |
March 1, 2018 |
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ONEPOWER SYSTEMS LTD.
| November 30, 2017 | November 30, 2016 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 1,587 | $ | 595 | ||||
| Total Assets | $ | 1,587 | $ | 595 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued liabilities | $ | 5,372 | $ | 6,737 | ||||
| Notes payable, related party (Note 6) | 20,000 | 20,000 | ||||||
| Notes payable, unrelated (Note 6) | 65,000 | 45,000 | ||||||
| Total Current Liabilities | 90,372 | 71,737 | ||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Common stock (Note 5) | ||||||||
| Par value: $0.001 | ||||||||
| Authorized 200,000,000 shares; issued and outstanding 17,454,545 shares | 17,455 | 17,455 | ||||||
| Additional paid in capital | 24,545 | 24,545 | ||||||
| Accumulated deficit | (130,785 | ) | (113,142 | ) | ||||
| Total Stockholders’ Deficit | (88,785 | ) | (71,142 | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | 1,587 | $ | 595 | ||||
The accompanying notes are an integral part of the financial statements.
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ONEPOWER SYSTEMS LTD.
| For the | For the | |||||||
| year ended | year ended | |||||||
| November 30, 2017 | November 30, 2016 | |||||||
| EXPENSES | ||||||||
| General and administrative expenses | $ | 17,643 | $ | 15,738 | ||||
| Net loss and comprehensive loss | $ | (17,643 | ) | $ | (15,738 | ) | ||
| Loss per share of common stock | ||||||||
| Basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average shares of common stock | ||||||||
| Basic and diluted | 17,454,545 | 17,454,545 | ||||||
The accompanying notes are an integral part of the financial statements.
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ONEPOWER SYSTEMS LTD
STATEMENT OF STOCKHOLDER’S DEFICIT
| Additional | ||||||||||||||||||||
| Common Stock | Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance, November 30, 2015 | 17,454,545 | 17,455 | 24,545 | (97,404 | ) | (55,404 | ) | |||||||||||||
| Net loss for the period | - | - | - | (15,738 | ) | (15,738 | ) | |||||||||||||
| Balance, November 30, 2016 | 17,454,545 | 17,455 | 24,545 | (113,142 | ) | (71,142 | ) | |||||||||||||
| Net loss for the period | - | - | - | (17,643 | ) | (17,643 | ) | |||||||||||||
| Balance, November 30, 2017 | 17,454,545 | $ | 17,455 | $ | 24,545 | $ | (130,785 | ) | $ | (88,785 | ) | |||||||||
The accompanying notes are an integral part of the financial statements.
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ONEPOWER SYSTEMS LTD.
| For the | For the | |||||||
| year ended | year ended | |||||||
| November 30, 2017 | November 30, 2016 | |||||||
| Cash Flows from (used in) Operating Activities | ||||||||
| Net loss for the year | $ | (17,643 | ) | $ | (15,738 | ) | ||
| Adjustments to reconcile net income to net cash (used in) operating activities | ||||||||
| Accounts payable and accrued liabilities | (1,365 | ) | 1,199 | |||||
| Net Cash used in Operating Activities | (19,008 | ) | (14,539 | ) | ||||
| Net Cash from Investing Activities | - | - | ||||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds of convertible notes payable | 20,000 | 10,000 | ||||||
| Net Cash provided by Financing Activities | 20,000 | 10,000 | ||||||
| Increase (decrease) in cash | 992 | (4,539 | ) | |||||
| Cash at beginning of year | 595 | 5,134 | ||||||
| Cash at end of year | $ | 1,587 | $ | 595 | ||||
| Supplemental Information and Non-Monetary Transaction | ||||||||
| Interest Paid | $ | - | $ | - | ||||
| Taxes Paid | $ | - | $ | - | ||||
The accompanying notes are an integral part of the financial statements.
| 16 |
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2017
| 1. | Organization and nature of operations |
OnePower Systems Ltd. (“the Company”) was incorporated in the State of Nevada, USA on August 28, 2009. The Company is in its early development stage since its formation and has not realized any revenues from its planned operations. Since its inception, the Company was engaged in the development of an electronic bill delivery and payment system intended to provide Middle Eastern utility companies with the ability to present bills and receive payment. On September 28, 2017, OnePower abandoned this business venture and purchased software designed to assist in the business of marketing and selling services to help small businesses meet lending credibility standards, thereby allowing the businesses to create a credit report based upon the businesses EIN not the owners’ SSN.
The Company has chosen a November 30 year end.
| 2. | Going concern uncertainties |
These financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of the Company as a going concern. The Company has accumulated losses of $130,785 since inception, has yet to achieve profitable operations and further losses are anticipated in the development of its business. The Company’s ability to continue as a going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company may seek additional equity as necessary and it expects to raise funds through private or public equity investment in order to support existing operations and expand the range of its business. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all.
| 3. | Summary of principal accounting policies |
A summary of the significant accounting policies applied in the presentation of the accompanying financial statements follows:
Basis of presentation
The accompanying financial statements are stated in US dollars and have been prepared in accordance with generally accepted accounting principles in the United States of America.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.
| 17 |
ONEPOWER SYSTEMS LTD.
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2017
Cash and cash equivalents
The Company considers all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less to be cash equivalents. The Company had no cash equivalents as of November 30, 2017 and November 30, 2016.
Concentration of credit risk
The Company places its cash and cash equivalents with a high credit quality financial institution. The Company maintains United States Dollars at a bank in Romania that is not insured. The Company minimizes its credit risks associated with cash by periodically evaluating the credit quality of its primary financial institutions.
Foreign currency translations
The Company is located and operating outside of the United States of America. The functional currency of the Company is the U.S. Dollar. At the transaction date, each asset, liability, revenue and expense is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are re-measured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.
Loss per share
The Company reports basic loss per share in accordance with ASC Topic 260 “Earnings Per Share” (“EPS”). Basic loss per share is based on the weighted average number of common shares outstanding and diluted EPS is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net loss (numerator) applicable to common stockholders by the weighted average number of common shares outstanding (denominator) for the period. There are no potentially dilutive securities outstanding and therefore, diluted earnings per share on not presented. All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value.
Income taxes
The Company follows the guideline under ASC Topic 740 “Income Taxes” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Due to the uncertainty regarding the Company’s future profitability, the future tax benefits of its losses have been fully reserved.
Fair value measurements
The Company follows the guidelines in ASC Topic 820 “Fair Value Measurements and Disclosures”. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.
| 18 |
ONEPOWER SYSTEMS LTD.
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2017
The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.
ASC Topic 820, in and of itself, does not require any fair value measurements. As at November 30, 2017 and 2016, the Company did not have assets or liabilities subject to fair value measurement.
Financial instruments
The Company’s financial instruments consist of cash, accounts payable and accrued liabilities and their carrying values approximate fair value because of their short-term nature. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
Comprehensive income
The Company has adopted ASC 220 “Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances.
For the periods ended November 30, 2017, November 30, 2016, and the period August 28, 2009 (date of inception) through November 30, 2017, there are no reconciling items between the net loss presented in the statements of operations and comprehensive loss as defined by ASC 220 and no comprehensive income is disclosed separately.
Convertible debt
The Company accounts for convertible debt according to ASC 470, “Debt with Conversion and Other Options”. No portion of the proceeds is attributable to the conversion feature when there is no beneficial conversion feature (“BCF”), There is no BCF when the debt instrument is convertible into common stock at a specified price at the option of the holder and when the debt instrument is issued at a price not significantly in excess of the face amount.
Where a BCF exists, the conversion feature is accounted for according to ASC 815-15, “Derivatives and Hedging, Embedded Derivatives”, which bifurcates the instrument according to the relative fair values of the debt and the conversion feature at the time of issuance.
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ONEPOWER SYSTEMS LTD.
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2017
Recently issued accounting pronouncements
The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any pronouncement not yet effective but recently issued by the FASB (including its Emerging Issues Task Force), the AICPA or the SEC would, if adopted, have a material effect on the accompanying financial statements.
| 4. | Common stock |
On January 1, 2010 the Company authorized issuance of 2,000,000 restricted shares of common stock, at a unit price of $0.001 per share, as part of a Section 4(2) subscription to a director of the Company. Total proceeds were $2,000.
During the year ended November 30, 2010, the company received $15,000 as part of a private placement for the issuance of 15,000,000 restricted shares of common stock, at a unit price of $0.001 per share.
During the year ended November 30, 2013, the company received $25,000 as part of a private placement for the issuance of 454,545 restricted shares of common stock, at a unit price of $0.055 per share
The Company has not issued any stock options or warrants during the periods ended November 30, 2017 and November 30, 2016, or since inception
There were no non-cash transactions during the years ended November 30, 2017 and November 30, 2016.
| 5. | Convertible Notes Payable |
The Company eight convertible notes payable. The notes are non-interest bearing, unsecured and payable on demand. At any time prior to repayment any portion of the entire note may be converted into common stock at the discretion of the holder on the basis of $0.055 of debt to 1 share. The effect that conversion would have on earnings per share has not been disclosed due to the current anti-dilutive effect.
The common stock of the Company has been issued at $0.055 per share for operations. The conversion rate of $0.055 creates a zero conversion benefit at current stock prices. Therefore, no beneficial conversion factor has been recorded.
| 20 |
ONEPOWER SYSTEMS LTD.
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2017
| Notes payable as of November 30, | 2017 | 2016 | ||||||
| Notes issued to a related party | ||||||||
| Convertible promissory note payable, dated November 9, 2012 non-interest bearing, due on demand | $ | 10,000 | $ | 10,000 | ||||
| Convertible promissory note payable, dated April 26, 2013 non-interest bearing, due on demand | 10,000 | 10,000 | ||||||
| Notes payable to related party | $ | 20,000 | $ | 20,000 | ||||
| Notes issued to unrelated parties | ||||||||
| Convertible promissory note payable, dated March 28, 2014 non-interest bearing, due on demand | 20,000 | 20,000 | ||||||
| Convertible promissory note payable, dated June 26, 2015 non-interest bearing, due on demand | 10,000 | 10,000 | ||||||
| Convertible promissory note payable, dated November 11, 2015 non-interest bearing, due on demand | 5,000 | 5,000 | ||||||
| Convertible promissory note payable, dated August 12, 2016 non-interest bearing, due on demand | 10,000 | 10,000 | ||||||
| Convertible promissory note payable, dated March 9, 2017 non-interest bearing, due on demand | 5,000 | — | ||||||
| Convertible promissory note payable, dated September 15, 2017 non-interest bearing, due on demand | 15,000 | — | ||||||
| Notes payable to unrelated parties | $ | 65,000 | $ | 45,000 | ||||
| 6. | Income Taxes |
The component of the Company’s deferred tax assets as of November 30, 2016 and 2015 are noted below. A valuation allowance has been recorded as management believes it is more likely than not that the deferred income tax asset will not be realized.
| 2017 | 2016 | |||||||
| Tax loss carry forward | $ | 130,785 | $ | 113,142 | ||||
| Deferred tax asset | $ | 27,500 | $ | 39,600 | ||||
| Valuation allowance | (27,500 | ) | (39,600 | ) | ||||
| Net deferred tax asset | $ | - | $ | - | ||||
| 21 |
ONEPOWER SYSTEMS LTD.
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2017
A reconciliation of income taxes computed at the 21% (2016 - 35%) statutory rate to the income tax recorded is as follows:
| 2017 | 2016 | |||||||
| Net loss for the year | $ | 17,643 | $ | 15,738 | ||||
| Income taxes at the statutory rate | $ | 3,700 | $ | 5,508 | ||||
| Valuation allowance | (3,700 | ) | (5,508 | ) | ||||
| Net deferred tax asset | $ | - | $ | - | ||||
The Company did not pay any income taxes during the periods ended November 30, 2017 and 2016, and since inception.
The net federal operating loss carry forward will expire between 2031 and 2038. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
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Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9: Controls and Procedures
A. Disclosure Controls and Procedures
As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, the Company’s principal executive officer and principal financial officer evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) for the period covered by this annual report as of our fiscal year end, November 30, 2016. Based on this evaluation, this officer concluded that as of the end of the period, these disclosure controls and procedures were not adequate to ensure that the information required to be disclosed by us in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and include controls and procedures designed to ensure that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2017. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
B. Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over our financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria in the Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
| 23 |
Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our internal controls over financial reporting were not effective as of November 30, 2017 and were subject to material weaknesses.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses in our internal control over financial reporting using the criteria established in the COSO:
| 1. | Failing to have an audit committee or other independent committee that is independent of management to assess internal control over financial reporting; | |
| 2. | Failing to have a director that qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K; | |
| 3. | Inadequate segregation of duties consistent with control objectives; and | |
| 4. | Ineffective controls over financial disclosure and reporting processes. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.
C. Changes in Internal Control over Financial Reporting.
During the fiscal year ended November 30, 2017, our internal control over financial reporting was not subject to changes.
None.
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ITEM 10. Directors, Executive Officers, and Corporate Governance
Directors, Executive Officers, Promoters and Control Persons
The name, address and position of our present officers and directors are set forth below:
| Name | Position(s) | ||
Soha Hamdan
|
President, Principal Executive Officer, Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer and member of the Board of Directors. | ||
| Age: 57 |
Biographical Information and Background of Officer and Director
Ms. Hamdan has acted as OnePower’s sole Director and Officer since its inception on August 28, 2009. Since July 2008, Ms. Hamdan has also been providing services as a business consultant for small companies specializing in start up and mezzanine financing and from January 2004 to June 2008 Ms. Hamdan was the executive assistant of the CEO of Ramco Trading and Contracting in Beruit ( a private Lebanese contracting company engaged in the construction industry). Ms. Hamdan intends to devote approximately 25% or 10 hours a week of her business time to the affairs of OnePower.
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Code of Ethics
We have not adopted a Code of Ethics that governs the conduct of our officer.
Audit Committee
We do not have a formal audit committee or an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have limited operations, at the present time, we believe the services of a financial expert are not warranted.
ITEM 11. Executive Compensation
The following table sets forth the compensation paid by us for the last three completed fiscal years ending for our officer. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to named executive officers.
| 26 |
EXECUTIVE OFFICER COMPENSATION TABLE
| Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||||||||||||||||||||||
| Soha Hamdan President | 2017 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
| 2016 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||
| 2015 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||
The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers.
There are no stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors.
Compensation of Directors
Our sole director is not compensated for his services as a director. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. We have no director’s service contracts.
Change of Control
We do not have any pension plans or compensatory plans or other arrangements which provide compensation in the event of a termination of employment or a change in our control.
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth information as of November 30, 2017 regarding the ownership of our common stock by each shareholder known by us to be the beneficial owner of more than five percent of our outstanding shares of common stock, each director and all executive officers and directors as a group. Except as otherwise indicated, each of the shareholders has sole voting and investment power with respect to the shares of common stock beneficially owned.
| Title of Class | Name of Beneficial | Amount of Beneficial Ownership | Percent of class | |||||||
| Common Stock | Soha Hamdan | 2,000,000 | (1) | 11.46 | % | |||||
| Common Stock | Directors and officers as a group consisting of one person | 2,000,000 | (2) | 11.46 | % | |||||
1) The percent of class is based on 17,454,545 shares of common stock issued and outstanding as of the date of this annual report.
| 27 |
Item 13: Certain Relationships and Related Transactions
On November 9, 2012, OnePower issued a promissory note for $10,000 dollars, payable on demand and convertible into 181,818 common shares to its President, Soha Hamdan. On April 26, 2013, OnePower issued a promissory note for $10,000, payable on demand and convertible into 181,818 common shares to an entity controlled by its President.
Otherwise, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
| ● | Any of our directors or officers; |
| ● | Any person proposed as a nominee for election as a director; |
| ● | Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock; |
| ● | Our sole promoter, Soha Hamdan; |
| ● | Any relative or spouse of any of the foregoing persons who has the same house as such person; |
| ● | Immediate family members of directors, director nominees, executive officers and owners of 5% or more of our common stock |
Item 14: Principal Accountant Fees and Services
Audit Fees
For the years ended November 30, 2017, the aggregate fees billed by KR Margetson Ltd, CPA for professional services rendered for the audit of our annual consolidated financial statements and review of our interim financial statements included in quarterly reports in connection with statutory and regulatory filings including registration statements were:
| 2017 | $6,500 |
For the years ended November 30, 2016, the aggregate fees billed by Kyle Tingle, CPA, LLC for professional services rendered for the audit of our annual consolidated financial statements and review of our interim financial statements included in quarterly reports in connection with statutory and regulatory filings including registration statements were:
| 2016 | $9,100 |
Audit Related Fees
For the years ended November 30, 2017 and 2016, there were no fees billed for services which are not reported under the caption “Audit Fees” above, was:
| 2017 | Nil | |
| 2016 | Nil |
| 28 |
Tax Fees
For the years ended November 30, 2017 and 2016, there were no fees billed for other non-audit professional services, other than those services listed above, totaled:
| 2017 | Nil | |
| 2016 | Nil |
All Other Fees
For the years ended November 30, 2017 and 2016, there were no other fees for non-audit professional services, other than those services listed above, totaled:
| 2017 | Nil | |
| 2016 | Nil |
We do not use KR Margetson, CPA, for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage KR Margetson, CPA, to provide compliance outsourcing services.
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before KR Margetson Ltd, CPA is engaged by us to render any auditing or permitted non-audit related service, the engagement be:
| ● | approved by our board of directors who are capable of analyzing and evaluating financial information; or | |
| ● | entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors’ responsibilities to management. |
The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
The following exhibits are filed as part of this annual report.
Exhibits:
| 29 |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ONEPOWER SYSTEMS LTD INC. | ||
| Dated: March 1, 2018 | By: | /s/ Soha Hamdan |
| Soha Hamdan, President, Chief Executive Officer and Chief Financial Officer | ||
| 30 |