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 May 31, 2015

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.)

Ain El-Mraisseh

73 Bliss Street, Qoreitem Bldg, 3rd floor

Beirut-Lebanon

(Address of principal executive offices) (Zip Code)

1-866-906-7983

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   X .  No       .

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.

 

17,454,545 shares of $0.001 par value common stock are issued and outstanding as of July 10, 2015.

1

---

OnePower Systems Ltd

Condensed Financial Statements

 May 31, 2015

PAGES

CONDENSED BALANCE SHEETS

3

CONDENSED STATEMENTS OF OPERATIONS

4

CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIT

5

CONDENSED STATEMENTS OF CASH FLOWS

6

NOTES TO FINANCIAL STATEMENTS

    7 – 8

2

---

ONEPOWER SYSTEMS LTD.

CONDENSED BALANCE SHEETS

		May 31,		November 30
ASSETS		2015		2014
		(Unaudited)
CURRENT ASSETS
Cash	$	128	$	4,746
Total Assets	$	128	$	4,746
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	4,307	$	1,131
Notes payable, related party		40,000		40,000
Total Current Liabilities		44,307		41,131
STOCKHOLDERS' DEFICIT
Common stock          Par value:$0.001          Authorized 200,000,000 shares; issued          and outstanding 17,454,545 shares at          May 31, 2015 and November 30, 2014		17,455		17,455
Additional paid in capital		24,545		24,545
Accumulated deficit stage		(86,179)		(78,385)
Total Stockholders' Deficit		(44,179)		(36,385)
Total Liabilities and Stockholders' Deficit	$	128	$	4,746

The accompanying notes are an integral part of the financial statements

3

---

ONEPOWER SYSTEMS LTD.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

		For the three		For the three		For the six		For the six
		months ended		months ended		months ended		months ended
		May 31,		May 31,		May 31,		May 31,
		2015		2014		2015		2014
REVENUES	$	-	$	-	$	-	$	-
EXPENSES
General and administrative expenses		2,798		3,844		7,794		9,616
Net loss	$	(2,798)		(3,844)		(7,794)	$	(9,616)
Loss per share of common stock
Basic and diluted	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Weighted average shares of common stock
Basic and diluted		17,454,545		17,454,545		17,454,545		17,454,545

The accompanying notes are an integral part of the financial statements

4

---

ONEPOWER SYSTEMS LTD

CONDENSED STATEMENT OF STOCKHOLDER’S DEFICIT

(Unaudited)

					Additional
	Common Stock				Paid-in		Accumulated
	Share(s)		Amount		Capital		Deficit		Total
Balance, November 30, 2012	17,000,000	$	17,000	$	-	$	(21,881)	$	(4,881)
Issuance of common stock on September 16, 2013 @ $0.001 per share	454,545		455		24,545				25,000
Net loss for the period	-		-		-		(39,609)		(39,609)
Balance, November 30, 2013	17,454,545		17,455		24,545		(61,490)		(19,490)
Net loss for the period	-		-		-		(16,895)		(16,895)
Balance, November 30, 2014	17,454,545		17,455		24,545		(78,385)		(36,385)
Net loss for the period	-		-		-		(7,794)		(7,794)
Balance, February 28, 2015	17,454,545	$	17,455	$	24,545	$	(86,179)	$	(44,179)

The accompanying notes are an integral part of the financial statements

5

---

ONEPOWER SYSTEMS LTD.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

		For the six		For the six
		months ended		months ended
		May 31,		May 31,
		2015		2014
Cash Flows (used in) Operating Activities
Net loss	$	(7,794)	$	(9,616)
Adjustments to reconcile net income to net cash
(used in) operating activities
Prepaid expenses		-		2,024
Accounts payable and accrued liabilities		3,176		3,140
Net Cash (used in) Operating Activities		(4,618)		(10,732)
Net Cash from Investing Activities		-		-
Cash Flows from Financing Activities
Proceeds of convertible notes payable		-		20,000
Net Cash provided by Financing Activities		-		20,000
(Decrease) increase in cash		(4,618)		9,268
Cash at beginning of period		4,746		3,003
Cash at end of period	$	128	$	12,271
Supplemental Information and Non-Monetary Transaction
Interest Paid	$	-	$	-
Taxes  Paid	$	-	$	-

The accompanying notes are an integral part of the financial statements

6

---

ONEPOWER SYSTEMS LTD.

NOTES TO THE FINANCIAL STATEMENTS

May 31, 2015

1.

Interim Reporting

While the information presented in the accompanying interim six 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, 2014 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, 2014 annual financial statements.

Operating results for the six months ended May 31, 2015 are not necessarily indicative of the results that can be expected for the year ended November 30, 2015.

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. The Company is engaged in the development of electronic bill delivery and payment systems that will enable vendors the abilities to present bills and receive payments electronically.

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 $86,179 since inception August 28, 2009, 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.

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.  

7

---

ONEPOWER SYSTEMS LTD.

NOTES TO THE FINANCIAL STATEMENTS

May 31, 2015

4.

Summary of principal accounting policies (continued)

Recently issued accounting pronouncements

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The new standard provides guidance as to management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company's financial statements.  The Company has elected to early adopt the provisions of ASU 2014-15 for these audited consolidated financial statements.

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 May 31, 2015 and May 31, 2014, or since inception

There were no non-cash transactions during the period ended May 31, 2015 and May 31, 2014.

6.

Convertible Notes Payable

The Company has three 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.  

Notes payable as of May 31, 2015 are:

Convertible promissory note payable, dated November 9, 2012
non-interest bearing, due on demand	$	10,000
Convertible promissory note payable, dated April 26, 2013
non-interest bearing, due on demand		10,000
Convertible promissory note payable, dated March 28, 2014
non-interest bearing, due on demand		20,000
	$	40,000

The stock of the Company has been sold 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.

8

---

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 startup company, with its operations located in Lebanon, engaged in the development of an electronic bill delivery and payment system (the "OP SYSTEM") that is intended to provide Middle Eastern utility companies with the ability to present bills and receive payment electronically. OnePower is a "shell" company as defined by the SEC as a result of only having nominal operations and nominal assets. OnePower is an "emerging growth company" under the federal securities laws and will be subject to reduced public company reporting requirements. OnePower's mission is to become the leading provider of electronic bill delivery and payment services for all business-to-consumer transactions within the utility industry.

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.

Six-month Period Ended May 31, 2015 Compared to the Six-month Period Ended May 31, 2014.

Our net loss for the six-month period ended May 31, 2015 was $7,794 (2014: $9,616), which consisted of general and administration expenses.  We did not generate any revenue during either six-month period in fiscal 2015 or 2014. The expenses in the both fiscal years relate to accounting, audit, and legal fees that we have incurred in connection with the required filings with the Securities & Exchange Commission.

The weighted average number of shares outstanding was 17,454,545 for the six-month periods ended May 31, 2015 and 2014.

Three-month Period Ended May 31, 2015 Compared to the Three-month Period Ended May 31, 2014.

Our net loss for the three-month period ended May 31, 2015 was $2,798 (2014: $3,844), which consisted of general and administration expenses.  We did not generate any revenue during either three-month period in fiscal 2015 or 2014.  The expenses in the both fiscal years relate to accounting, audit, and legal fees that we have incurred in connection with the required filings with the Securities & Exchange Commission

The weighted average number of shares outstanding was 17,454,545 for the three-month periods ended May 31, 2015 and 2014.

LIQUIDITY AND CAPITAL RESOURCES

As at May 31, 2015, our current assets were $128 compared to $4,746 in current assets at November 30, 2014. As at May 31, 2015, our current liabilities were $44,307 compared to $41,131 at November 30, 2014. Current liabilities at May 31, 2015 were comprised of $40,000 in loans payable to our director and $4,307 in accounts payable.

Stockholders’ deficit increased from $78,385 as of November 30, 2014 to $86,179 as of May 31, 2015.   

9

---

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the six-month period ended May 31, 2015, net cash flows used in operating activities were $4,618 consisting of net loss of $7,794 offset by $3,176 increase in accounts payable.  For the six-month period ended May 31, 2014, net cash flows used in operating activities were $10,732 consisting of a net loss of $9,616 offset by $3,140 increase in accounts payable and accrued liabilities and a reduction of prepaid expenses of $2,024.

Cash Flows from Financing Activities

We have financed our operations primarily from either the issuance of our shares of common stock, loans from our director and outside loans. For the six-month period ended May 31, 2015, we had no cash from financing activities.  For the six-month period ended May 31, 2014 we realized $20,000 in net cash from a convertible note payable from a third party.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities and director loans. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

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, 2014 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.

10

---

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 May 31, 2015. 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 six-month period ended May 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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. 

11

---

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: July 14, 2015	By: /s/ Soha Hamdan
	Soha Hamdan, President and Chief Executive Officer and Chief Financial Officer

12