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-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2018
or
[ ] 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 | N/A | |
State or other jurisdiction of incorporation or organization |
(I.R.S. Employer Identification No.) |
7345 E Peakview Ave.
Centennial, Colorado 80111
(Address of principal executive offices)
1-844-209-3225
Registrant’s telephone number, including area code
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [ ] | Accelerated filer | [ ] | |
Non-accelerated filer (Do not check if a smaller reporting company) |
[ ] | Smaller reporting company | [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
17,909,090 shares of common stock are issued and outstanding as of April 16, 2018.
OnePower Systems Ltd
Interim Financial Statements
February 28, 2018
ONEPOWER SYSTEMS LTD.
CONDENSED INTERIM BALANCE SHEETS
(Unaudited)
| February 28, 2018 | November 30, 2017 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 520 | $ | 1,587 | ||||
| Prepaid Expenses | 850 | - | ||||||
| Total Assets | $ | 1,370 | $ | 1,587 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued liabilities | $ | 15,674 | $ | 5,372 | ||||
| Notes payable, related party (Note 6) | 20,000 | 20,000 | ||||||
| Notes payable, unrelated (Note 6) | 65,000 | 65,000 | ||||||
| Total Current Liabilities | 100,674 | 90,372 | ||||||
| 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 | (141,304 | ) | (130,785 | ) | ||||
| Total Stockholders’ Deficit | (99,304 | ) | (88,785 | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | 1,370 | $ | 1,587 | ||||
The accompanying notes are an integral part of the financial statements.
| 1 |
ONEPOWER SYSTEMS LTD.
CONDENSED INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
| For the three | For the three | |||||||
| months ended | months ended | |||||||
| February 28, 2018 | February 28, 2017 | |||||||
| EXPENSES | ||||||||
| General and administrative expenses | $ | 10,519 | $ | 7,654 | ||||
| Net loss and comprehensive loss | $ | (10,519 | ) | $ | (7,654 | ) | ||
| 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.
| 2 |
ONEPOWER SYSTEMS LTD
CONDENSED STATEMENT OF STOCKHOLDER’S DEFICIT
(Unaudited)
FOR THE PERIOD FROM NOVEMBER 30, 2016 TO FEBRUARY 28, 2018
| Common Stock | Additional Paid-in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| 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 | ) | |||||||||||||
| Net loss for the period | - | - | - | (10,519 | ) | (10,519 | ) | |||||||||||||
| Balance, February 28, 2018 | 17,454,545 | $ | 17,455 | $ | 24,545 | $ | (141,304 | ) | $ | (99,304 | ) | |||||||||
The accompanying notes are an integral part of the financial statements.
| 3 |
ONEPOWER SYSTEMS LTD.
CONDENSED INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
| For the three months ended | For the three months ended | |||||||
| February 28, 2018 | February 28, 2017 | |||||||
| Cash Flows from (used in) Operating Activities | ||||||||
| Net loss | $ | (10,519 | ) | $ | (7,654 | ) | ||
| Adjustments to reconcile net income to net cash (used in) operating activities | ||||||||
| Prepaid expenses | (850 | ) | - | |||||
| Accounts payable and accrued liabilities | 10,302 | 7,575 | ||||||
| Net Cash from (used in) Operating Activities | (1,067 | ) | (79 | ) | ||||
| Net Cash from Investing Activities | - | - | ||||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds of convertible notes payable | - | - | ||||||
| Net Cash provided by Financing Activities | - | - | ||||||
| Increase (decrease) in cash | (1,067 | ) | (79 | ) | ||||
| Cash at beginning of period | 1,587 | 595 | ||||||
| Cash at end of period | $ | 520 | $ | 516 | ||||
| Supplemental Information and Non-Monetary Transaction | ||||||||
| Interest Paid | $ | - | $ | - | ||||
| Taxes Paid | $ | - | $ | - | ||||
The accompanying notes are an integral part of the financial statements.
| 4 |
ONEPOWER SYSTEMS LTD.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
February 28, 2018
(Unaudited)
| 1. | Interim Reporting |
While the information presented in the accompanying interim three months financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s November 30, 2017 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s November 30, 2017 annual financial statements.
Operating results for the three months ended February 28, 2018 are not necessarily indicative of the results that can be expected for the year ended November 30, 2017.
| 2. | Organization and nature of operations |
OnePower Systems Ltd. (“the Company”) was incorporated in the State of Nevada, USA on August 28, 2009. The Company is in its early development stage since its formation and has not realized any revenues from its planned operations. 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 business’ EIN not the owner’s SSN.
The Company has chosen a November 30 year end.
| 3. | Going concern uncertainties |
These financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of the Company as a going concern. However, the Company has limited operations and has sustained operating losses resulting in a deficit. In view of these matters, operating as a going concern is dependent upon the Company’s ability to meet its financing requirements, and the success of its future operations.
The Company has accumulated a deficit of $141,304 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.
| 5 |
ONEPOWER SYSTEMS LTD.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
February 28, 2018
(Unaudited)
| 4. | Summary of principal accounting policies |
A summary of the significant accounting policies applied in the presentation of the accompanying financial statements follows:
Basis of presentation
The accompanying financial statements are stated in US dollars and have been prepared in accordance with generally accepted accounting principles in the United States of America.
Recently issued accounting pronouncements
The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any pronouncement not yet effective but recently issued by the FASB (including its Emerging Issues Task Force), the AICPA or the SEC would, if adopted, have a material effect on the accompanying financial statements.
| 5. | Common stock |
The Company has not issued any stock options or warrants during the periods ended February 28, 2018 and February 28, 2017, or since inception
There were no non-cash transactions during the periods ended February 28, 2018 and February 28, 2017.
| 6. | Convertible Notes Payable |
The Company has six 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.
| February 28, 2018 | November 30, 2017 | |||||||
| Notes payable as at: | ||||||||
| 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 | ||||
| 6 |
ONEPOWER SYSTEMS LTD.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
February 28, 2018
(Unaudited)
| February 28, 2018 | November 30, 2017 | |||||||
| Notes payable 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 | 5,000 | ||||||
| Convertible promissory note payable, dated September 15, 2017 non-interest bearing, due on demand | 15,000 | 15,000 | ||||||
| Notes payable to unrelated parties | $ | 65,000 | $ | 65,000 | ||||
| 7. | Subsequent Events |
Subsequent to February 28, 2018, two of the convertible promissory note payables totaling $20,000 were converted to an aggregate of 363,636 shares at the conversion price of $0.055 per share.
In a separate transaction, also subsequent to February 28, 2018, the Company issued 90,909 shares at a value of $0.055 to settle outstanding debt in the amount of $5,029.
| 7 |
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. 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.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
GENERAL
OnePower Systems Ltd. was incorporated under the laws of the State of Nevada, U.S. on August 28, 2009. Our registration statement on Form S-1 was filed with the Securities and Exchange Commission was declared effective on May 21, 2013.
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.
RESULTS OF OPERATIONS
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. 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.
Three-month Period Ended February 28, 2018 Compared to the Three-month Period Ended February 29, 2017.
Our net loss for the three-month period ended February 28, 2018 was $10,519 (2017:$ 7,654), which consisted of general and administration expenses. We did not generate any revenue during either three-month period in fiscal 2018 or 2017. The increase in expenses in the current fiscal year relate to accounting, audit, and legal fees that we have incurred in connection with the filing of our statements on Form 10-K with the Securities & Exchange Commission.
The weighted average number of shares outstanding was 17,454,545 for the three-month period ended February 28, 2018 and 17,454,545 for the three-month period ended February 29, 2017.
| 8 |
LIQUIDITY AND CAPITAL RESOURCES
As at February 28, 2018, our current assets were $1,370 compared to $1,587 in current assets at November 30, 2017. As of February 28, 2018, our current liabilities were $100,674 compared to $90,372 at November 30, 2017. Current liabilities at February 28, 2018 were comprised of $10,000 in notes payable to our director, $10,000 in notes payable to a related party, $14,312 in accounts payable and 65,000 in notes payable to unrelated parties.
Stockholders’ deficit increased from $88,785 as of November 30, 2017 to $99,304 as of February 28, 2018.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the three-month period ended February 28, 2018, net cash flows used in operating activities were $1,067 consisting of a net loss of $10,519, and $10,302 in accounts payable and accrued liabilities. For the three-month period ended February 29, 2017, net cash flows used in operating activities were $79 consisting of a net loss of $7,654, and $7,575 in accounts payable.
Cash Flows from Financing Activities
We have financed our operations primarily from either the issuance of our shares of common stock or from director loans. For the three-month period ended February 28, 2018, we realized $nil in net cash. We did not generate any cash from financing activities in the comparative period in fiscal 2017.
PLAN OF OPERATION AND FUNDING
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.
| 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.
| 9 |
| 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.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this 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 financial statements contained 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
No report required.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate 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 February 28, 2018. Based on that evaluation, our management concluded that our disclosure controls and procedures were 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 three-month period ended February 28, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the quarter of the fiscal year covered by this report, (i) OnePower did not modify the instruments defining the rights of its shareholders, (ii) no rights of any shareholders were limited or qualified by any other class of securities, and (iii) OnePower did not sell any unregistered equity securities.
On May 21, 2013, the Securities and Exchange Commission declared OnePower’s Form S-1 Registration Statement effective, file number 333-185176, which permitted OnePower to offer up to 10,000,000 shares of common stock at $0.055 per share. There was no underwriter involved in this public offering. OnePower accepted one subscription agreement for a total of $25,000 for the issuance of 454,545 common shares to date.
On September 23, 2013, the Securities and Exchange Commission declared OnePower’s post-effective amendment #1 of its Form S-1 Registration Statement effective, file number 333-185176, which deregistered the 9,545,455 shares of common stock that remained unsold as of that date. The offering period for the public offering expired on September 23, 2013.
OnePower has used the proceeds to pay for some of the expenses of the Form S-1 offering including legal, accounting, and transfer agent fees.
On April 10, 2018, OnePower settled $5028.59 in debt by issuing 90,909 restricted shares of common stock at a deemed price of $0.553 per share.
Aslo on April 10, 2018, OnePower issued 363,636 in restricted shares of common stock to settle a request to convert a promissory at a conversion rate of $0.055 per share.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
No report required.
| 11 |
ITEM 6. EXHIBITS
Exhibits:
| 31.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act. |
| 101 | Interactive data files pursuant to Rule 405 of Regulation S-T. |
| 12 |
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. | ||
| Dated: April 16, 2018 | By: | /s/ Soha Hamdan |
| Soha Hamdan, President and Chief Executive Officer and Chief Financial Officer | ||
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