Attached files
| file | filename |
|---|---|
| EX-31.1 - EXHIBIT 31.1 - Zinco do Brasil, Inc. | ex31_1.htm |
| EX-32.1 - EXHIBIT 32.1 - Zinco do Brasil, Inc. | ex32_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2011
o TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT
For the transition period from ___________ to _____________
Commission file number 000- 52630
TURKPOWER CORPORATION
(formerly Global Ink Supply Co.)
(Exact name of small business issuer as specified in its charter)
|
Nevada
|
26-2524571
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
|
100 Park Avenue Suite 1600
New York, New York 10017
|
|
(Address of principal executive offices)
|
|
(212) 984-0628
|
|
(Issuer's telephone number)
|
Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 x No o
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 ¨ 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 filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Company x
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934) (check one): Yes x No o
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 112,575,000 shares of Common Stock, as of April 15, 2011.
Transitional Small Business Disclosure Format (check one): Yes o No x
TurkPower Corporation (formerly Global Ink Supply Co.)
|
Page Number
|
||
|
PART 1 – Financial Information
|
||
|
Item 1 – Unaudited Financial Information:
|
||
|
2
|
||
|
3
|
||
|
4
|
||
|
5
|
||
|
Item 2 - Management’s Discussion and Analysis or Financial Condition and Results of Operations
|
8
|
|
|
11
|
||
|
11
|
||
|
11
|
||
| 11 | ||
| 11 | ||
| 11 | ||
| 11 | ||
| 11 | ||
| 12 | ||
| 12 | ||
| 13 |
Consolidated Balance Sheets
Unaudited
|
February 28,
2011
|
May 31,
2010
|
|||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash
|
$
|
3,621
|
$
|
289,090
|
||||
|
Receivables
|
40,847
|
50,078
|
||||||
|
Prepaid expenses
|
815
|
5,006
|
||||||
|
Deferred costs
|
200,000
|
200,000
|
||||||
|
Other current assets
|
36,524
|
6,252
|
||||||
|
Total current assets
|
281,807
|
550,426
|
||||||
|
Property and equipment, net of accumulated depreciation $5,842 and $1,421 as of February 28, 2011and May 31, 2010, respectively
|
23,150
|
23,424
|
||||||
|
Long-term deposit
|
1,865,909
|
1,284,673
|
||||||
|
TOTAL ASSETS
|
$
|
2,170,866
|
$
|
1,858,523
|
||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable and accrued expenses
|
$
|
656,894
|
$
|
149,691
|
||||
|
Related parties payables
|
294,080
|
21,492
|
||||||
|
Deferred revenue
|
141,331
|
186,072
|
||||||
|
Related party debt
|
37,500
|
-
|
||||||
|
Short-term debt
|
619,152
|
555,692
|
||||||
|
Convertible debt, net of unamortized discount of $55,209 and $289,761 as of February 28, 2010 and May 31, 2010, respectively
|
744,791
|
510,239
|
||||||
|
Line of credit
|
625,200
|
-
|
||||||
|
Total current liabilities
|
3,118,948
|
1,423,186
|
||||||
|
Stockholders' Equity (Deficit):
|
||||||||
|
Preferred stock: $0.0001 par value; 10,000,000 shares authorized; no shares issued or outstanding
|
-
|
-
|
||||||
|
Common stock: $0.0001 par value; 300,000,000 shares authorized; 112,575,000 shares issued and outstanding
|
11,257
|
11,257
|
||||||
|
Additional paid-in capital
|
1,033,504
|
1,004,970
|
||||||
|
Accumulated other comprehensive income (loss)
|
24,440
|
(7,479
|
)
|
|||||
|
Accumulated deficit
|
(2,017,283)
|
(573,411
|
)
|
|||||
|
Total stockholder’s equity (deficit)
|
(948,082
|
)
|
435,337
|
|||||
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$
|
2,170,866
|
$
|
1,858,523
|
||||
See accompanying notes to the consolidated financial statements.
TurkPower Corporation
Consolidated Statements of Operations
Unaudited
|
Three Months Ended
February 28,
|
Nine Months Ended
February 28,
|
|||||||||||||||
|
2011
|
2010
|
2011
|
2010
|
|||||||||||||
|
Revenues
|
$
|
13,754
|
$
|
3,327
|
$
|
47,692
|
$
|
3,327
|
||||||||
|
Professional fees
|
46,092
|
100,000
|
143,644
|
101,000
|
||||||||||||
|
Selling, general and administrative expenses
|
194,873
|
255,418
|
648,231
|
255,551
|
||||||||||||
|
Total operating expenses
|
240,965
|
355,418
|
791,875
|
356,551
|
||||||||||||
|
Loss from operations
|
(227,211
|
)
|
(352,091
|
)
|
(744,183
|
)
|
(353,224
|
)
|
||||||||
|
Other income (expense):
|
||||||||||||||||
|
Interest income
|
-
|
931
|
19
|
931
|
||||||||||||
|
Interest expense
|
(221,467
|
)
|
(25,877)
|
(604,164
|
)
|
(25,877)
|
||||||||||
|
Foreign currency gain (loss)
|
(97,295
|
)
|
10,740
|
(95,544)
|
10,740
|
|||||||||||
|
Total other expense
|
(318,762
|
)
|
(14,206)
|
(699,689
|
)
|
(14,206)
|
||||||||||
|
Net loss
|
$
|
(545,973)
|
$
|
(366,297)
|
$
|
(1,443,872)
|
$
|
(367,430)
|
||||||||
|
Net loss per common share - basic and diluted
|
(0.00
|
)
|
(0.00
|
)
|
(0.01
|
)
|
(0.00
|
)
|
||||||||
|
Weighted average number of common shares outstanding – basic and diluted
|
112,575,000
|
110,283,989
|
112,575,000
|
110,025,643
|
||||||||||||
See accompanying notes to the consolidated financial statements.
TurkPower Corporation
Consolidated Statements of Cash Flows
Unaudited
|
Nine Months Ended
February 28,
|
||||||||
|
2011
|
2010
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net loss
|
$
|
(1,443,872
|
)
|
$
|
(367,430
|
)
|
||
|
Adjustments to reconcile net loss to net cash provided by (used in) in operating activities:
|
||||||||
|
Stock compensation
|
28,534
|
-
|
||||||
|
Bad debt expense
|
56,133
|
-
|
||||||
|
Depreciation
|
4,421
|
585
|
||||||
|
Amortization of debt discount
|
234,552
|
8,124
|
||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Receivables
|
(47,566
|
)
|
(3,876)
|
|||||
|
Prepaid expenses
|
4,302
|
(4,955)
|
||||||
|
Deferred costs
|
-
|
(200,000)
|
||||||
|
Other current assets
|
(32,059
|
)
|
(28,857)
|
|||||
|
Accounts payable and accrued expenses
|
526,737
|
139,252
|
||||||
|
Related parties payables
|
43,994
|
2,655
|
||||||
|
Deferred revenue
|
(42,841
|
)
|
-
|
|||||
|
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES
|
(667,665
|
)
|
(454,502)
|
|||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Purchase of property and equipment
|
(5,913
|
)
|
(7,939)
|
|||||
|
Long-term deposit
|
(619,661
|
)
|
-
|
|||||
|
CASH USED FOR INVESTING ACTIVITIES
|
(625,574
|
)
|
(7,939)
|
|||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Proceeds from line of credit
|
635,550
|
-
|
||||||
|
Proceeds from convertible debt
|
-
|
525,000
|
||||||
|
Proceeds from issuance of related party debt
|
50,000
|
-
|
||||||
|
Payments on related party debt
|
(12,500)
|
-
|
||||||
|
Advances from shareholders
|
237,134
|
-
|
||||||
|
CASH PROVIDED BY FINANCING ACTIVITIES
|
910,184
|
525,000
|
||||||
|
EFFECT OF EXCHANGE RATES ON CASH
|
97,586
|
6,247
|
||||||
|
NET CHANGE IN CASH
|
(285,469
|
)
|
68,806
|
|||||
|
CASH AT BEGINNING OF PERIOD
|
289,090
|
120
|
||||||
|
CASH AT END OF PERIOD
|
$
|
3,621
|
$
|
68,926
|
||||
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||
|
Cash paid for:
|
||||||||
|
Interest
|
$
|
78,755
|
$
|
-
|
||||
|
Income taxes
|
-
|
-
|
||||||
|
NON CASH FINANCING ACTIVITY
|
||||||||
|
Debt discount due to common stock issued with debt
|
$
|
-
|
$
|
47,727
|
||||
See accompanying notes to the consolidated financial statements.
TurkPower Corporation
Notes to Consolidated Financial Statements
February 28, 2011
(Unaudited)
NOTE 1 – ORGANIZATION AND OPERATIONS
Global Ink Supply Co. was incorporated on November 4, 2004 in Delaware. On May 11, 2010, Global Ink Supply Co. changed its name to TurkPower Corporation (“Turkpower” or the “Company”). The accompanying consolidated financial statements include the accounts of its wholly owned US subsidiary, TurkPower USA Corporation and its wholly owned foreign subsidiary, Turkpower Enerji San. Ve Tic. A.S.. All significant intercompany balances and transactions have been eliminated in the consolidation.
On December 23, 2009, the Company entered into the consulting and service operations business, offering domestic and international clients consulting services. The Company acts as a full-service operator for wind, hydro, solar, and geothermal energy parks in Turkey. The Company also generates revenue by entering into agreements with other entities to provide consulting services to clients in the energy market.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying interim consolidated financial statements for the three and nine months ended February 28, 2011 and 2010 are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations realized during an interim period are not necessarily indicative of results to be expected for a full year. These financial statements should be read in conjunction with the information filed as part of the Company’s Annual Report on Form 10-K/A, which was filed on October 4, 2010.
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Fair value of financial instruments
The carrying value of cash and cash equivalents, receivables, accounts payable and accrued expenses deferred revenue, and debt approximate their fair values because of the short-term nature of these instruments. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments.
Receivables
The Company extends unsecured credit to its customers in the ordinary course of business. An allowance for doubtful accounts is established and recorded based on managements’ assessment of customer credit history, overall trends in collections and write-offs, and expected exposures based on facts and prior experience. During the nine months ended February 28, 2011 and 2010, the Company recorded bad debt expense of $56,133 and $0, respectively.
Reclassification
Certain accounts in the prior period were reclassified to conform with the current period financial statements presentation.
NOTE 3 – GOING CONCERN
As shown in the accompanying consolidated financial statements, the Company had net losses of $1,443,872 for the nine months ended February 28, 2011 and had a working capital deficit as of February 28, 2011 of $2,837,141. Also, as of February 28, 2011, the Company was in default on certain loan obligations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The Company intends to raise additional working capital either through debt or equity financing. The consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 4 – SHORT-TERM DEBT
On April 27, 2010, the Company borrowed €450,000 (Euros) ($555,692) from a third party. The loan is unsecured, bears annual interest at 25.0% and was payable in full on October 27, 2010. The Company is currently in default on this note and has accrued for the related default interest of 5% per month. At February 28, 2011, the principal owed on this short-term debt is $619,152.
NOTE 5 – CONVERTIBLE DEBT
On various dates from December 1, 2009 to May 14, 2010, the Company issued convertible debentures totaling $800,000 to third party investors together with 800,000 common shares. The convertible debentures bear annual interest at 18%, for the first year and 20% thereafter. Following the first year, the convertible debentures, together with any unpaid interest, are convertible into common shares at a conversion rate of $0.25 per share. The relative fair value of the 800,000 common shares at the time of issuance was $130,662 and was recorded as a debt discount with a corresponding increase in equity. The discount is amortized to interest expense over the terms of the debentures using the effective interest method.
The convertible debentures were analyzed for a beneficial conversion feature at which time it was concluded that a beneficial conversion feature existed for convertible debentures totaling $275,000. The beneficial conversion feature was measured using the commitment-date stock price and was determined to be $192,065. This amount was recorded as a debt discount and is being amortized to interest expense over the terms of the debentures.
For the nine months ended February 28, 2011, amortization expense recorded to interest amounted to $234,552.
The Company analyzed the convertible debentures for derivative accounting consideration and determined that derivative accounting does not apply to these instruments.
At February 28, 2011, $525,000 of the convertible debentures are considered in default because the principal and interest are unpaid and therefore bear interest at 20%.
NOTE 6 – LINE OF CREDIT
The Company entered into a line of credit with a financial institution for 1,100,000 TRL ($699,105) on June 16, 2010, of which the Company borrowed 1,000,000 TRL ($635,550). Amounts borrowed under the line of credit bear interest at 11% annually. The amount outstanding on the line of credit as of February 28, 2011 is $625,200. This loan was due in full on November 30, 2010 but was not paid and is in default. The Company is currently in discussions with the lender to remediate this default.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
On April 29, 2010, the Company entered into a nonbinding share transfer and shareholders agreement with Endeks Holding and Avrasya Yapi for the purchase of 50% of their ownership in Exxaro Madencilik Sanayi ve Ticaret A.S. company (“Exxaro”) for €6,500,000 ($8,943,000 at February 28, 2011). Exxaro’s principal asset is an iron ore mine. In May 2010, the Company made an advance payment to the sellers of €1,000,000 ($1,284,673) and the balance was due June 15, 2010 but then extended for an indefinite period as a result of a 975,000 TRL ($619,661) payment made to the sellers on June 16, 2010. However as the purchase is not binding for the Company, the amount paid to the sellers has been classified as a long-term deposit in the consolidated balance sheet. The deposit is secured by real property owned by the sellers.
NOTE 8 - RELATED PARTY TRANSACTIONS
The Company has related party payables to various employees for the of the Company for the reimbursement of expenses. As of February 28, 2011 and May 31, 2010, the amount owed these employees was $52,542, and $21,492 respectively.
The Company has non-interest bearing advances from a shareholder of 187,500 TRL ($117,225 as of February 28, 2011) due to a shareholder.
The Company has non-interest bearing advances of $124,313 due to a shareholder.
On August 31, 2010, the Company borrowed $50,000 from an entity owned by the Director of the Company. The loan is unsecured, bears annual interest at 30.0% and was payable in full on March 1, 2011. The Company repaid $12,500 of this related party loan during the three months ended February 28, 2011 as well as $7,500 of interest. The remainder of the related party loan was repaid in full during March 2011.
NOTE 9 – STOCK OPTIONS
On January 3, 2011 the Company granted 500,000 options to purchase shares of its common stock to a newly appointed director. These options were granted with an exercise price of $0.35 per share. The intrinsic value and fair value for these options on the grant date was $22,500 and $171,666, respectively. 100,000 of the stock options vested immediately and are exercisable for 3 years from the vesting date of January 3, 2011. The director’s remaining 400,000 stock options will cliff vest 100,000 per year over the next four years provided that the director serves as a director for each 12 month period. Each 100,000 stock option tranche shall be exercisable for three years from the date each tranche vests.
Stock option activity summary covering options is presented in the table below:
|
Number of
Shares
|
Weighted-
average
Exercise
Price
|
Weighted-
average
Remaining
Contractual
Term (years)
|
Aggregate
Intrinsic
Value
|
|||||||||||||
|
Outstanding at May 31, 2010
|
-
|
-
|
-
|
-
|
||||||||||||
|
Granted
|
500,000
|
0.35
|
4.85
|
$
|
-
|
|||||||||||
|
Exercised
|
-
|
-
|
-
|
-
|
||||||||||||
|
Expired / Forfeited
|
-
|
-
|
-
|
-
|
||||||||||||
|
Outstanding at February 28, 2011
|
500,000
|
$
|
0.35
|
4.85
|
$
|
-
|
||||||||||
|
Exercisable at February 28, 2011
|
100,000
|
$
|
0.35
|
2.85
|
$
|
-
|
||||||||||
During the nine months ended February 28, 2011, the 500,000 options that were granted had a weighted average grant-date fair value of $0.35 per share. During the nine months ended February 28, 2011, the Company recognized stock-based compensation expense of $28,534 related to stock options. As of February 28, 2011, there was approximately $143,132 of total unrecognized compensation cost related to non-vested stock options which is expected to be recognized over a weighted-average period of approximately 2.35 years.
The fair value of the options granted during the nine months ended February 28, 2011 was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:
|
Market value of stock on grant date
|
$
|
0.395
|
||
|
Risk-free interest rate (1)
|
1.03%
|
|||
|
Dividend yield
|
0.00
|
%
|
||
|
Volatility factor
|
170
|
%
|
||
|
Weighted average expected life (2)
|
3.5 years
|
(2)
|
||
|
Expected forfeiture rate
|
0
|
%
|
||
|
(1)
|
The risk-free interest rate was determined by management using the U.S. Treasury zero-coupon yield over the contractual term of the option on date of grant.
|
|
(2)
|
Due to a lack of stock option exercise history, the Company uses the simplified method under SAB 107 to estimate expected term.
|
NOTE 10 – SUBSEQUENT EVENTS
On March 22, 2011 the Company issued convertible debentures totaling $100,000 to third party investors together with 100,000 common shares. The convertible debentures bear annual interest at 18%, for the first year and 20% thereafter. Following the first year, the convertible debentures, together with any unpaid interest, are convertible into common shares at a conversion rate of $0.25 per share. The relative fair value of the 100,000 common shares at the time of issuance is $19,355 and will be recorded as a debt discount with a corresponding increase in equity. The discount will be amortized to interest expense over the terms of the debentures using the effective interest method.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Information set forth herein contains "forward-looking statements" which can be identified by the use of forward-looking terminology such as "believes," "expects," "may,” “should" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. No assurance can be given that the future results covered by the forward-looking statements will be achieved. The Company cautions readers that important factors may affect the Company’s actual results and could cause such results to differ materially from forward-looking statements made by or on behalf of the Company. These factors include the Company’s lack of historically profitable operations, dependence on key personnel, the success of the Company’s business, ability to manage anticipated growth and other factors identified in the Company's filings with the Securities and Exchange Commission, press releases and/or other public communications.
(a) Plan of Operation
We are currently organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. We may also have to raise funds from a private placement of our securities pursuant to Regulation D under the Securities Act.
(b) Going Concern
As shown in the accompanying consolidated financial statements, the Company had net losses of $1,443,872 for the nine months ended February 28, 2011 and had a working capital deficit as of February 28, 2010 of $2,837,141. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The Company intends to raise additional working capital either through debt or equity financing. The consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
(c) Management’s Discussion and Analysis of Financial Condition and Results of Operation.
For the Nine Months Ended February 28, 2011
For the nine months ended February 28, 2011 and 2010, our revenues were $47,692 and $3,327 respectively. We began operations in Turkey in early 2010 and therefore have generated more sales activity during the nine months ended February 28, 2011 as our presence has improved.
For the nine months ended February 28, 2011 and 2010, our professional fees were $143,644 and $101,000, respectively. The professional fees incurred during the nine months ended February 28, 2011 were higher as the Company incurred additional expenses as a result of a full nine months of operations.
For the nine months ended February 28, 2011 and 2010, our selling, general and administrative expenses were $648,231 and $255,551, respectively. The increase in selling, general and administrative expenses was largely due to payroll related expenses, travel, vehicle expenses and consulting expenses incurred in connection with our operations in Turkey.
For the nine months ended February 28, 2011 and 2010, we recorded other expense of $699,689 and $14,206, respectively. The increase in other expense was largely due to interest expense incurred in connection with our short-term debt, convertible debt and line of credit. In addition, during the nine months ended February 28, 2011, we incurred foreign currency losses principally on our debt denominated in Euros as a result of the strengthening of the euro.
For the Three Months Ended February 28, 2011
For the three months ended February 28, 2011 and 2010, our revenues were $13,754 and $3,327, respectively. We began operations in Turkey in early 2010 and have generated more sales activity during the three months ended February 28, 2011 as our presence has improved.
For the three months ended February 28, 2011 and 2010, our professional fees were $46,092 and $100,000, respectively. The professional fees incurred during the three months ended February 28, 2010 were higher as the Company incurred start-up expenses.
For the three months ended February 28, 2011 and 2010, our selling, general and administrative expenses were $194,873 and $255,418, respectively. The decrease in selling, general and administrative expenses was largely due to lower consulting and travel expenses incurred during the three months ended February 28, 2011.
For the three months ended February 28, 2011 and 2010, we recorded other expense of $318,762 and $14,206, respectively. The increase in other expense was largely due to interest expense incurred in connection with our short-term debt, convertible debt and line of credit. In addition, during the three months ended February 28, 2011, we incurred foreign currency losses principally on our debt denominated in Euros as a result of the strengthening of the euro.
(d) Liquidity and Capital Resources
At February 28, 2011, we had cash of $3,621, as compared to $289,090 at May 31, 2010. This decrease was a result of cash used in operating activities of $667,665 and cash used in financing activities of $625,574 partially offset by cash provided by financing activities of $910,184.
During the next 12 months we anticipate incurring costs related to:
(i) filing of Exchange Act reports, and
(ii) costs relating to consummating an acquisition.
We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned by or invested in us by our stockholder, management or other investors.
We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.
Our officer/director has not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing, and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.
We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
Critical Accounting Policies
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Fair value of financial instruments
The carrying value of cash and cash equivalents, receivables, accounts payable and accrued expenses deferred revenue, and debt approximate their fair values because of the short-term nature of these instruments. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments.
Seasonality
To date, we have not noted any significant seasonal impacts.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.
ITEM 4. CONTROLS AND PROCEDURES.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the SEC under the Securities Exchange Act of 1934 (“Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. These disclosure controls were not effective as of February 28, 2011.
We have determined that we have a material weakness relating to the Company not having personnel with knowledge of generally accepted accounting principles. Our executive management does not possess accounting expertise and our Company does not have an audit committee. This weakness was due to our lack of working capital to hire additional staff during the period covered by this report. We intend to obtain this knowledge of generally accepted accounting principles by hiring a contractor and/or hiring additional accounting personnel.
Changes in Internal Controls over Financial Reporting
There were no changes in the Company’s internal controls over financial reporting, known to executive management that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
To the best knowledge of our officers and director, the Company is not a party to any legal proceeding or litigation.
ITEM 1A. RISK FACTORS.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
On April 27, 2010, the Company borrowed €450,000 (Euros) ($555,692) from a third party. The loan is unsecured, bears annual interest at 25.0% and was payable in full on October 27, 2010. The Company is currently in default on this note and has accrued for the related default interest of 5% per month.
The Company entered into a line of credit with a financial institution for 1,100,000 TRL ($699,105) on June 16, 2010, of which the Company borrowed 1,000,000 TRL ($635,550). Amounts borrowed under the line of credit bear interest at 11% annually. The amount outstanding on the line of credit as of February 28, 2011 is $625,200. This loan was due in full on November 30, 2010 but was not paid and is in default. The Company is currently in discussions with the lender to remediate this default.
At February 28, 2011, $525,000 of the convertible debentures are considered in default because the principal and interest are unpaid and therefore bear interest at 20%.
ITEM 4. (REMOVED AND RESERVED).
ITEM 5. OTHER INFORMATION.
None
EXHIBITS
(a) Exhibit index
Exhibit
|
Number
|
Description
|
|
Section 302 Certification Of Chief Executive Officer and Chief Financial Officer
|
|
Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002 – Chief Executive Officer and Chief Financial Officer
|
(b) Reports on Form 8-K. During the fiscal quarter ended February 28, 2011, the Company filed the following Current Reports on Form 8-K:
None.
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Exchange Act, TurkPower Corporation (formerly Global Ink Supply Co.) has duly caused this report to be signed on its behalf by the undersigned persons, and in the capacities so indicated.
April 15, 2011
|
TURKPOWER CORPORATION
|
||
|
(Registrant)
|
||
|
By:
|
/s/ Aykut Ferah
|
|
|
Name: Aykut Ferah
|
||
|
Title: Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial Officer)
|
||
|
By:
|
/s/ Ryan E. Hart
|
|
|
Name: Ryan E, Hart
|
||
|
Title: Director
|
||
13