As filed with the Securities and Exchange Commission on Nov. 30, 2011

Registration No. 333-



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM S-1


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


UNITED PEOPLE POWER, INC.

(Exact name of registrant as specified in its charter)


Nevada

5961

45-1600199

(State or other jurisdiction of

incorporation or organization)

(Primary standard industrial

classification code number)

(IRS employer

identification number)


656 Ave. A, Suite 22

Boulder City, NV 89005

(702) 592-6134

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


 656 Ave. A, Suite 22

Boulder City, NV 89005

 (702) 592-6134


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


Copies to:

Harold P. Gewerter, Esq.

Harold P. Gewerter, Esq. Ltd.

5440 W. Sahara #105

Las Vegas, NV 89146

(702) 382-1714

Fax:  (702) 382-1759

Email:  harold@gewerterlaw.com


Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.


If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.   X ..


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


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


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


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


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

Smaller reporting company

  X .




CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered

Amount to be

Registered

Proposed Maximum Offering Price per Share

Proposed Maximum Offering Price  (2)

Amount of

Registration Fee (3)

Common stock, par value $0.001 per share, for sale by Our Company

1,200,000

$0.25

$300,000.00

$34.38

Selling Shareholders – Common Stock

10,310,000

$0.25

$2,577,500.00

$295.38


(1) Registration fee has been paid via Fedwire.

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

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


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


The issuer and the selling shareholders will sell the common stock being registered in this offering at a fixed price of $0.25 per share, until the securities are quoted on the OTC Bulletin Board or listed on an exchange and thereafter at prevailing market prices or privately negotiated prices. If the offering is not already closed at the time, the Issuer will file a post-effective amendment to reflect the change to a market price when the shares begin trading on a market or exchange. It is possible that the Company’s shares may never be quoted on the OTC Bulletin Board or listed on an exchange.





2



SUBJECT TO COMPLETION, DATED ____________ __, 2011.


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


PROSPECTUS


UNITED PEOPLE POWER, INC.


11,510,000 Shares of Common Stock


This prospectus will also allow us to issue up to 1,200,000 shares of our common stock in our initial public offering. The proceeds from the sale of these shares will be available for use by the company. This prospectus will also allow 14 selling shareholders to sell 10,310,000 shares of common stock which proceeds will not be available for use by the company. The securities being registered in this offering may be illiquid because they are not listed on any exchange or quoted on the OTC Bulletin Board and no market for these securities may develop. The issuer and the selling shareholders will sell the common stock being registered in this offering at a fixed price of $0.25 per share, until the securities are quoted on the OTC Bulletin Board or listed on an exchange and thereafter at prevailing market prices or privately negotiated prices. The company’s shares may never be quoted on the OTC Bulletin Board or listed on an exchange. If the offering is not already closed at the time, the Issuer will file a post-effective amendment to reflect the change to a market price when the shares begin trading on a market or exchange.


 

Offering Price per Share

Gross Proceeds to Our Company

Offering Expenses  (1) (2)

Net Proceeds to Our Company

Net Proceeds to Selling Shareholders

Per Share (Initial Public Offering)

0.25

0.25

0.02

0.23

0.00

Per Share (Selling Shareholders)

0.25

0.00

0.00

0.00

0.25

Total

$2,877,500

$300,000

$24,000

$276,000

$2,577,500


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

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


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


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


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.


The date of this prospectus is Nov. 30, 2011.


UNDERHILL SECURITIES CORP. *

4054 South Spencer Street, Suite 108, Las Vegas, NV 89119 Tel: (702) 987-5449 Fax: (702) 650-3262 Web: underhillsecurities.com     *UnderHill Securities Corp. will act as a best efforts selling agent for the securities sold hereunder.



3



TABLE OF CONTENTS


Prospectus Summary

5

Risk Factors

6

Cautionary Note Regarding Forward-Looking Statements

10

Use of Proceeds

11

Capitalization

12

Dilution

12

Market for Common Equity and Related Stockholder Matters

13

Description of Business and Property

13

Management’s Discussion and Analysis of Financial Condition and Results of Operations

14

Our Management

16

Security Ownership of Certain Beneficial Owners and Management

19

Certain Relationships and Related Party Transactions

19

Description of Capital Stock

20

Selling Stockholders

22

Plan of Distribution

22

Disclosure of Commission Position on Indemnification for Securities Act Liabilities

26

Legal Opinion

26

Experts

26

Interests of Named Experts and Counsel

26

Additional Information

27

Report of Independent Registered Public Accounting Firm

F-1

Index to Financial Statements

F-2

Part II – Information Not Required in Prospectus

II-1

Signatures

II-4


Unless otherwise specified, the information in this prospectus is set forth as of Nov. 30, 2011, and we anticipate that changes in our affairs will occur after such date. We have not authorized any person to give any information or to make any representations, other than as contained in this prospectus, in connection with the offer contained in this prospectus. If any person gives you any information or makes representations in connection with this offer, do not rely on it as information we have authorized. This prospectus is not an offer to sell our common stock in any state or other jurisdiction to any person to whom it is unlawful to make such offer.





4



PROSPECTUS SUMMARY


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


Our Company


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


Business Strategy


The Company’s business strategy is:  


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


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


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


The Offering


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


ABOUT THIS OFFERING


Securities Being Offered

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

 

 

Initial Offering Price

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

 

 

Terms of the Offering

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

 

 

Termination of the Offering

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

 

 

Risk Factors

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




5



RISK FACTORS


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


Risks Relating to the Early Stage of our Company


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


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


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


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


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


We had an accumulated deficit of ($196,631) as of August 15, 2011 and we expect to continue to incur significant set up and marketing expenses in the foreseeable future related to the completion of development and commercialization of our sites. As a result, we are sustaining substantial operating and net losses, and it is possible that we will never be able to sustain or develop the revenue levels necessary to attain profitability.


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


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


We expect to raise additional capital during 2011 but we do not have any firm commitments for funding. If we are unsuccessful in raising additional capital, or the terms of raising such capital are unacceptable, we may have to modify our business plan and/or significantly curtail our planned activities and other operations.


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


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



6



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


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


Risks Relating to Our Business


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


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


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


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


Collaborations may allow us to:


·

generate cash flow and revenue;


·

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


·

successfully commercialize site and product candidates.


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


·

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


·

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


·

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


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




7



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


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


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


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


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


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


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


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


Our sites may be displaced by newer technology.


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


Risks Relating to our Stock


The Offering price of $0.25 per share is arbitrary.


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


We have no firm commitments to purchase any shares.


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


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


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



8




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


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


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


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


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


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


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


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


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


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



9




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


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


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


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


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


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


Factors that might cause these differences include the following:


·

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


·

the integration of multiple technologies and programs;


·

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


·

changes in existing and potential relationships with collaborative partners;


·

the ability to retain certain members of management;


·

our expectations regarding general and administrative expenses;


·

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


·

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


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


We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.




10



USE OF PROCEEDS


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


·

working capital;


·

set up and marketing activities;


·

capital expenditures.


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


USE OF PROCEEDS *

 

 

 

 

 

 

 

 

 

% of Shares Sold

25%

50%

75%

100%

# of Shares Sold

300,000

600,000

900,000

1,200,000

 

 

 

 

 

Gross Proceeds

$75,000

$150,000

$225,000

$300,000

    Less: Offering Expenses*

6,000

12,000

18,000

24,000

    Less: Other Expenses**

20,237

20,237

20,237

20,237

Net Proceeds to the Company

$48,763

$117,763

$186,763

$255,763

 

 

 

 

 

Use of Proceeds:

 

 

 

 

   Legal & Accounting

$5,263

$5,263

$5,263

$5,263

   General Operational Expenses

4,000

14,000

35,000

35,000

   Production & Development

12,500

25,000

52,500

86,500

   Administrative Cost

12,000

32,500

44,000

54,000

   IT Infrastructure (hardware/software)

5,000

11,000

20,000

25,000

   Advertising & Promotion

5,000

20,000

20,000

20,000

   Marketing/Sales Team

5,000

10,000

10,000

30,000

Total

$48,763

$117,763

$186,763

$255,763


* Offering Expenses $0.02/share

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




11



CAPITALIZATION


The following table sets forth our capitalization as of August 15, 2011:


 

 

August 15,

2011

Current liabilities

$

3,250

  

 

 

Stockholder’s deficit:

 

 

  

 

 

   Common stock

 

10,310

   Additional paid-in capital

 

620,830

   Accumulated deficit

 

(196,631)

Total stockholders’ equity

 

434,509

 

 

 

Total capitalization

$

437,759


DILUTION


The net tangible book value of our company as of August 15, 2011 was $34,509 or $0.0034 per share of common stock. Net tangible book value per share is determined by dividing the tangible book value of the company (total tangible assets less total liabilities) by the number of outstanding shares of our common stock on August 15, 2011.


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


We are registering 1,200,000 shares of common stock for sale by our company.   If all shares are sold at the offering price of $0.25 per share, less potential underwriting discount or commissions equal to ten percent (10%)  and estimated offering expenses, our net tangible book value and per share dilution under various offering scenarios as of August 15, 2011, is illustrated in the following table:


 

$300,000 Offering (100%)

$225,000 Offering (75%)

$150,000 Offering (50%)

$75,000 Offering (25%)

 

 

Number of current shares held

10,310,000

10,310,000

10.310,000

10,310,000

Number of new shares issued

1,200,000

900,000

600,000

300,000

Total number of new shares held

11,510,000

11,210,000

10,910,000

10,610,000

 

 

 

 

 

Net tangible book value before this offering

$34,509

$34,509

$34,509

$34,509

Net proceeds to the company

255,763

186,763

117,763

48,763

Net tangible book value after this offering

$290,272

$221,272

$152,272

$83,272

 

 

 

 

 

Assumed public offering price per share

$0.25

$0.25

$0.25

$0.25

Net tangible book value per share before this offering

$0.0033

$0.0033

$0.0033

$0.0033

Increase attributable to new investors

$0.0219

$0.0164

$0.0 101

$0.0045

Net tangible book value per share after this offering

$0.0252

$0.0197

$0.0134

$0.0078

Dilution per share to new stockholders

$0.2248

$0.2303

$0.2376

$0.2422

 

 

 

 

 

Current Shareholders % after offering

89.6%

91.98%

94.51%

97.18%

Purchasers  % after offering

10.4%

8.02%

5.49%

2.82%




12




Control


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


MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


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


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


As of Nov. 30, 2011, the Company has thirteen (13) shareholders who hold 100% of its issued and outstanding common stock.


DESCRIPTION OF BUSINESS AND PROPERTY


Our Company


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


Business Strategy


The Company’s business strategy is:  


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


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


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


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


Employees


As of Nov. 30, 2011, we had just one employee Dianna Hendricks.  We have no agreements with Ms. Hendricks nor any of our management/subcontractors for any services.  We consider our relations with our subcontractors to be good.



13




Description of Property


We currently lease office space at 656 Ave. A, Suite 22, Boulder City, NV 89005. as our principal offices.   We believe these facilities are in good condition, but that we may need to expand our leased space as our research and development efforts increase.


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following discussion of our financial condition and results of operations should be read in conjunction with (i) our audited financial statements as of August 15, 2011 that appear elsewhere in this registration statement. This registration statement contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward -looking statements contained herein to reflect future events or developments. For information regarding risk factors that could have a material adverse effect on our business, refer to the Risk Factors section of this prospectus beginning on page 6.


Going Concern


The future of our company is dependent upon its ability to obtain financing and upon future profitable operations from the sale of products and services through our websites. Management has plans to seek additional capital through a private placement and public offering of its common stock, if necessary. Our auditors have expressed a going concern opinion which raises substantial doubts about the Issuers ability to continue as a going concern.


Plan of Operation


During the coming year, the Company intends to continue the roll out of numerous websites and pursue the optimization of its already existing sites. The company’s plan of operation is to develop websites in order of priority of demand of product or services at that time. As we develop the websites, we are working to enhance our affiliate relationships with vendors and service providers to yield a higher commission per sale.


One aspect of the Company’s Plan of Operations is to enhance the productivity of its already existing sites, which it is pursuing through the development of marketing strategies to drive more traffic to the sites and increase the vendors products offered on those sites.


The Company derives its revenues from Affiliate Marketing services at the present time. Affiliate Marketing is where revenue is derived from a customer on one of our sites who clicks on an image of a product they wish to purchase, the order will then be processed by the "affiliate” partner that then handles fulfillment of the customer‘s order. The customer’s orders are filled by the actual vendor and the Company receives a commission for driving the customer to the vendor. Increasing the commission per sale is a goal of the Company.


One way to increase the commission per sale is to have what is called a “Private Offering” status, which means we have direct communication with the vendor whose products are being sold via our website, which allows for greater commissions through this structure.


The trends of the industry are reflective of the economic atmosphere that the country finds itself in and will continue to be affected by the overall economic condition of the United States in the future. The wide diversification of the domain names related to products and services owned by our Company will determine the direction and the amount of attention given to any one area at any given time depending on the demands of the industry at that time and in the future. The names owned by the Company provide us with a very broad base that should allow us to focus our resources, with very little cost for additional personnel to develop and maintain a particular website applicable to the current demands of consumers.


Liquidity and Capital Resources


As of August 15, 2011, we had $37,759 in current assets, consisting of $37,759 in cash, compared to $0 in current assets at August 15, 2010.  Current liabilities at August 15, 2011, totaled $3,250 compared to $0 at August 15, 2011.



14




We have no material commitments for the next twelve months. We will however require additional capital to meet our liquidity needs. Currently, the Company has determined that its anticipated monthly cash flow needs should not exceed of $6,000 per month for the first 6 months of 2012. Expenses are expected to increase in the second half of 2012 due to a projected need to increase personnel, based upon the projected increase in live websites the company would like to have operational in the second half of 2012.


The Company’s projected capital needs and its projected increase in expenses are based upon the Company’s projected roll-out of new websites over the coming twelve months, however, in the event that the full offering proceeds are not raised, the Company would roll-out new websites at a slower pace and/or focus its energies on the refinement of existing sites to maximum their productivity. The Company’s success does not depend on a scheduled roll-out and therefore it has flexibility to scale back its expenses to meet actual income.


We anticipate that we will receive sufficient proceeds from investors through this offering, to continue operations for at least the next twelve months; however, there is no assurance that such proceeds will be received and there are no agreements or understandings currently in effect from any potential investors. It is anticipated that the Company will receive increasing revenues from operations in the coming year, however, since the Company has earned only nominal revenues to date, it is difficult to anticipate what those revenues might be, if any, and therefore, management has assumed for planning purposes only that it may need to sell common stock, take loans or advances from officers, directors or shareholders or enter into debt financing agreements in order to meet our cash needs over the coming twelve months. The Issuer has no agreements or understandings for any of the above-listed financing options.


The Use of Proceeds section includes a detailed description of the use of proceeds over the differing offering scenarios of 100%, 75%, 50% and 25%. As the Company’s expenses are relatively stable, unless additional websites are rolled out, the Company believes it can fund its present operations with projected revenues together with offering proceeds under any of the offering scenarios. The Company will consider raising additional funds during 2011 and 2012 through sales of equity, debt and convertible securities, if it is deemed necessary.


United People Power has no intention in investing in short-term or long-term discretionary financial programs of any kind.


Results of Operations


We did not generate any revenue from March 3, 2011 (inception) to August 15, 2011. For the period ended August 15, 2011, our expenses were $196,631 compared to $0 in 2010. Expenses consisted of programming and development, salaries, advertising and promotion, interest, computer and internet, office supplies, travel and entertainment, and professional fees. As a result, we have reported a net loss of $196,631 for the period ended August 15, 2011. Our total net loss from inception on March 3, 2011, through August 15, 2011, was $196,631.


Our independent registered public accounting firm has expressed a going concern opinion which raises substantial doubts about our ability to continue as a going concern. .  Due to the limited nature of the Company’s operations to date, the Company does not believe that past performance is any indication of future performance.  The impact on the Company’s revenue’s of recognized trends and uncertainties in our market will not be recognized until such time as the Company has had sufficient operations to provide a baseline.


Off-Balance Sheet Arrangements


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.


Critical Accounting Policies


The methods, estimates and judgments we use in applying our accounting policies have a significant impact on the results we report in our financial statements, which we discuss under the heading "Results of Operations" following this section of our MD&A. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.


We set forth below those material accounting policies that we believe are the most critical to an investor’s understanding of our financial results and condition and that require complex management judgment.



15




USE OF ESTIMATES


The preparation of the Company’s 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 and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.


REVENUE RECOGNITION


The company recognizes revenue under ASC 605 “Revenue Recognition.” Revenue is recognized when it is invoiced to the customer.


United People Power, Inc. will generate substantial weekly income from Essante’ Worldwide by holding a top position with Essante’.  Income from Essante’ is recognized as commissions are earned.  United People Power, Inc. also generates income from a monthly charge per distributor for usage of the 400+ Power Websites.


INTANGIBLES


The Company capitalizes intangible assets such as the purchase of domain names.  Quarterly, the Company hires an outside appraiser to value all capitalized domain names.


Yearly renewal fees for the Company’s domain names are expensed as incurred.


OUR MANAGEMENT


Executive Officers


Name

Age

Position

 

 

 

Dianna M. Hendricks

54

Chairman of the Board,  President, Director

 

 

 

Cynthia A. Taylor

59

Secretary, Director

 

 

 

Shaun Hadley

52

Treasurer, Director

 

 

 

Rebel Brown

53

VP-Marketing/PR

 

 

 

Dennis Myers

48

VP-CIO

 

 

 

Richard Kaulfers

25

VP-IT

 

 

 

Even D. Rowell

57

VP-Graphics


Directors, Executive Officers, Promoters and Control Persons


Dianna M. Hendricks, CEO President/Director


Dianna Hendricks has over 22 years of experience within the network marketing industry. As well as building successful sales organizations, she has experience in public speaking, team building and mentoring. Dianna made a decision to move from her home town of Kingsford, Michigan to Boulder City, Nevada in the year 2000 to pursue her business in a much denser populated area. She had already purchased about half of her 400+ “Power.com” domains prior to the move and knew that the greater Las Vegas area would have a never-ending supply of tourists who might be interested in the health/wellness in addition to the residents and business owners in the city.



16




Dianna had a turning point in 2003 after a marketing professor from the University of Frankfurt, Germany contacted her after one of his colleagues told him about the Power domains.  He was anxious to tell her that nobody in the history of marketing any product known to mankind had ever targeted all markets at the same time.     He voiced that he wanted to watch the progress of the domains and for Dianna to keep track of her moves as he had an interest in writing a book about her “totally out of the box” marketing strategy.  He also comments that true success would come when she found a “Power” branding match for the domains in which the products promoted would fit the needs of every domain she purchased. (children, adults, military, sports, cities, countries, etc.)


Dianna always knew that the Internet had opened an entire different playing field and although she engaged the websites with good nutritional companies throughout the years she didn’t quite have the right “Power” combination to bring her project to massive success.  Dianna thought that a nutritional company of her own might be the answer and opened Nutra Power, Inc. and hired a contract lab to produce the very first acai berry based liquid nutritional to hit the marketplace (Nutra Earth).   She also created a liquid oxygenation product (NutraOxygen) as the second product.   Although the company was shipping and other responsibilities wasn’t her forte. The production of Nutra Earth stopped as other companies were already copycatting and bottling acai berry products.  The Nutra Oxygen product was taken over by another health network so she could move on to what she loved best, marketing, mentoring and team building.


Her greatest find was in the summer of 2010 with Essante’ Worldwide, Inc.  Not only did this company have the “going green” vision, but there were products for children, adults and absolutely everyone.   There was also a perfect branding match with the “Power Pops” and after meeting with the Essante’ leadership team, the decision was made to develop the 400+ Power domains with a true vision of the perfect match it took ten years to get.


Cynthia A. Taylor, Secretary/Director


Cynthia A. Taylor—59—Ms. Taylor holds a BS in Government from the University of Maryland.  Ms. Taylor’s expertise is in public relations and marketing.   Ms. Taylor has served as the University of Maryland European Division Area Coordinator and acting liaison between the Ramstein AFB, Germany Education Center and the German Government.   Ms. Taylor has served in marketing positions with Tiger Run Resort-Breckenridge, Colorado, with American Express, and with McDonald’s corporation (McOpCo)- Portland Division as their Marketing /Community Relations Specialist.  Ms. Taylor currently works as a business consultant, Substitute Teacher and is pursuing a Masters Degree in Elementary Education.


Shaun Hadley, Treasurer/Director


Ms. Hadley has over 25 years experience in financial management, ranging from US Bank to Web based businesses and is currently the Assistant to the Operations Manager of Stearns Lending.   As such she is responsible for coordinating account executives, title companies and brokers.   Managing government compliance reports and administering and supervising the financial requirements necessary for daily operations.  Shaun is a “people person” and as such is valuable to the growth of any company with which she becomes associated.  Shaun is a resident of Boulder City, Nevada.


Rebel Brown, Vice President-Marketing-Public Relations


Rebel Brown is a specialist in growth strategies.  She guides companies to break through the status quo to achieve higher velocity in their sales pipelines—regardless of challenging economic conditions.  She’s recognized for her expertise in business and market strategy, corporate and product positioning and go-to market launches.  Rebel has worked with over 100 clients.  Rebel has been featured in media including Forbes, Entrepreneur, Inc. Business Insider, Startup Nation, First Business TV, Exceptional People and more.  She’s a regular contributor to web communities including Future Selling Institute, Real Design, Small Business Daily and other private groups.   She is a member of NSA and an executive speaker for conventions, conferences, workshops and corporate events.


Dennis Myers, Vice President/CIO/Analyst


Dennis is a Programmer, Analyst, Web Application Developer and Architect who enjoys the challenges that can only be found within a development environment.  He enjoys creating solutions that perform well and require little or no maintenance.   Dennis has worked in the financial field developing applications for credit, margin calls, etc.  and worked with technical support to facilitate rapid troubleshooting and daily support operations.  Dennis currently works with another company in a similar capacity to that which he does for our company.  Dennis resides in Glen Allen, Virginia.



17




Richard Kaulfers, Vice President-IT


Richard is educated in Computer Network Systems and has a Master Certification, Internet Marketing from the University of San Francisco.  He is a marketing consultant specializing in Social Media Marketing, Video/Audio editing service and ethical marketing standards and practices.   Richard is currently in the United States Air Force as a Radar maintenance Technician and maintains ground radar systems for air theater missions.  He is a resident of the United States.


Evan  D. Rowell, Vice President—Graphics


Evan Rowell has been creating digital graphics art for business advertising, most recently for government and travel applications, for over 20 years.  Having an extensive background in web site development, customer relations, network marketing and having already developed the United People Power trademark, logo and the current overall look and feel of the United People Power endeavor, Evan is uniquely qualified to continue establishing and advancing the image of United People Power as a member of the United People Power board. Evan is currently the owner and developer of City Shogun Graphic Arts, a web-based business specializing in print media advertising for companies such as Travel-Pal International as well as various government tourism bureaus. City Shogun Graphic Arts has developed print media advertising for hundreds of businesses in the western united states with an emphasis in local area business mapping and advertising brochures.  In an effort to advance his ability to meet the ever increasing and changing graphic arts needs of his clients Evan is currently enrolled in the New York Institute of Professional Photography.  Evan has an intense passion for photography that is a perfect compliment to his graphics arts endeavors which will superbly round out his professional tenure as a graphics artist.  Evan holds to the highest standards of morals and ethics.  He is active in his church as well as being committed to civic responsibilities.    Evan is a devoted family man who also loves woodworking and the outdoors.  


Executive Compensation


Summary Compensation Table. The following table sets forth certain information concerning the annual compensation of our Chief Executive Officer and our other executive officers during the last two fiscal years.


(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Name and

Principal Position

Year

Salary*

Bonus

Stock

Awards

Option

Awards

Non-equity

incentive plan

compensation

Nonqualified

deferred

compensation

earnings

All Other

Compensation

Total

Compensation

Dianna M. Hendricks,

Chairman, Pres., Dir.

2011

$0

0

 

0

0

0

0

$0

2010

0

0

 

0

0

0

0

0

 

 

 

 

 

 

 

 

 

 

Cynthia A. Taylor,

Sec., Dir.

2011

$0

0

 

0

0

0

0

0

2010

0

0

 

0

0

0

0

0

 

 

 

 

 

 

 

 

 

 

Shaun Hadley,

Treasurer, Dir.

2011

0

0

 

0

0

0

0

0

2010

0

0

 

0

0

0

0

0

 

 

 

 

 

 

 

 

 

 

Rebel Brown, VP

2011

0

0

 

0

0

0

0

0

2010

0

0

 

0

0

0

0

0

 

 

 

 

 

 

 

 

 

 

Dennis Myers-VP

2011

0

0

 

0

0

0

0

0

2010

0

0

 

0

0

0

0

0

 

 

 

 

 

 

 

 

 

 

Richard Kaulfers, VP

2011

0

0

 

0

0

0

0

0

2010

0

0

 

0

0

0

0

0

 

 

 

 

 

 

 

 

 

 

Evan D. Rowell, VP

2011

0

0

 

0

0

0

0

0

2010

0

0

 

0

0

0

0

0




18



 

Outstanding Equity Awards at Fiscal Year End. There were no outstanding equity awards as of Aug. 15, 2011.


Compensation of Non-Employee Directors. We currently have only non-employee directors and no compensation was paid to non-employee directors in the period ended Aug. 15, 2011. We intend to identify qualified candidates to serve on the Board of Directors and to develop a compensation package to offer to members of the Board of Directors and its Committees.


Audit, Compensation and Nominating Committees. As noted above, we intend to apply for listing our common stock on the OTC Electronic Bulletin Board, which does not require companies to maintain audit, compensation or nominating committees. The company’s shares may never be quoted on the OTC Bulletin Board or listed on an exchange. Considering the fact that we are an early stage company, we do not maintain standing audit, compensation or nominating committees. The functions typically associated with these committees are performed by the entire Board of Directors which currently consists of three members who are not considered independent.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


Security Ownership of Principal Stockholders, Directors, Nominees and Executive Officers and Related Stockholder Matters


The following table sets forth, as of Nov. 30, 2011, certain information with respect to the beneficial ownership of shares of our common stock by: (i) each person known to us to be the beneficial owner of more than five percent (5%) of our outstanding shares of common stock, (ii) each director or nominee for director of our Company, (iii)  each of the executives, and (iv) our directors and executive officers as a group. Unless otherwise indicated, the address of each shareholder is c/o our company at our principal office address:


Beneficial Owner

Address

Number of Shares

Beneficially Owned (*)

Percent of Class (**)

 

 

 

 

The Holding Company Spendthrift Trust

Las Vegas, NV

8,000,000

77.6 %

Cynthia A. Taylor

3792 Yorba Linda Dr

Las Vegas, NV 89122

500,000

4.85%.

Shaun Hadley

 

500,000

4.85%

All Directors and Officers as a Group

(3 persons)

 

9,000,000

87.29 %


(*) Beneficial ownership is determined in accordance with the rules of the SEC which generally attribute Beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities. Unless otherwise indicated, voting and investment power are exercised solely by the person named above or shared with members of such person’s household. This includes any shares such person has the right to acquire within 60 days.

(**) Percent of class is calculated on the basis of the number of shares outstanding on Nov. 30, 2011 (10,310,000).


CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS


It is our practice and policy to comply with all applicable laws, rules and regulations regarding related person transactions, including the Sarbanes-Oxley Act of 2002. A related person is an executive officer, director or more than 5% stockholder of United People Power, Inc., including any immediate family members, and any entity owned or controlled by such persons. Our Board of Directors (excluding any interested director) is charged with reviewing and approving all related-person transactions, and a special committee of our Board of Directors is established to negotiate the terms of such transactions. In considering related-person transactions, our Board of Directors takes into account all relevant available facts and circumstances.


Director Independence


Our Board of Directors has adopted the definition of “independence” as described under the Sarbanes Oxley Act of 2002 (Sarbanes-Oxley) Section 301, Rule 10A-3 under the Securities Exchange Act of 1934 (the Exchange Act) and NASDAQ Rules 4200 and 4350. Our Board of Directors has determined that its members do not meet the independence requirements.




19



DESCRIPTION OF CAPITAL STOCK



 

 

Authorized and Issued Stock

Number of Shares at Nov. 30, 2011

Title of Class

 

Authorized

 

Outstanding

 

 

 

 

 

Common stock, $0.001 par value per share

 

75,000,000

 

10,310,000


Common stock


Dividends. Each share of common stock is entitled to receive an equal dividend, if one is declared, which is unlikely. We have never paid dividends on our common stock and do not intend to do so in the foreseeable future. We intend to retain any future earnings to finance our growth. See Risk Factors.


Liquidation. If our company is liquidated, any assets that remain after the creditors are paid, and the owners of preferred stock receive any liquidation preferences, will be distributed to the owners of our common stock pro-rata.


Voting Rights. Each share of our common stock entitles the owner to one vote. There is no cumulative voting. A simple majority can elect all of the directors at a given meeting and the minority would not be able to elect any directors at that meeting.


Preemptive Rights. Owners of our common stock have no preemptive rights. We may sell shares of our common stock to third parties without first offering it to current stockholders.


Redemption Rights. We do not have the right to buy back shares of our common stock except in extraordinary transactions such as mergers and court approved bankruptcy reorganizations. Owners of our common stock do not ordinarily have the right to require us to buy their common stock. We do not have a sinking fund to provide assets for any buy back.


Conversion Rights. Shares of our common stock cannot be converted into any other kind of stock except in extraordinary transactions, such as mergers and court approved bankruptcy reorganizations.


Nevada Anti-Takeover Laws


Some features of the Nevada Revised Statutes (NRS), which are further described below, may have the effect of deterring third parties from making takeover bids for control of our company or may be used to hinder or delay a takeover bid. This would decrease the chance that our stockholders would realize a premium over market price for their shares of common stock as a result of a takeover bid.


Acquisition of Controlling Interest. The Nevada Revised Statutes contain a provision governing Acquisition of Controlling Interest. This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires control shares whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges:


a)

20 to 33 1/3%,

b)

33 1/3 to 50%, or

c)

more than 50%.


A control share acquisition is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the articles of incorporation or bylaws of the corporation. Our articles of incorporation and bylaws do not exempt our common stock from the control share acquisition act.


The control share acquisition act is applicable only to shares of “Issuing Corporations” as defined by the act. An “Issuing Corporation” is a Nevada corporation, which:


a)

has 200 or more stockholders, with at least 100 of such stockholders being both stockholders of record and residents of Nevada; and



20



b)

does business in Nevada directly or through an affiliated corporation.


At this time, we do not have 100 stockholders of record resident of Nevada nor do we do business in Nevada directly or through an affiliated corporation. Therefore, the provisions of the control share acquisition act do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply to us, the provisions of the control share acquisition act may discourage companies or persons interested in acquiring a significant interest in or control of our company, regardless of whether such acquisition may be in the interest of our stockholders.


Combination with Interested Stockholder. The Nevada Combination with Interested Stockholders Statute may also have an effect of delaying or making it more difficult to effect a change in control of our company. This statute prevents an interested stockholder and a resident domestic Nevada corporation from entering into a combination, unless certain conditions are met. The statute defines combination to include any merger or consolidation with an interested stockholder, or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an interested stockholder having:


a)

an aggregate market value equal to 5 percent or more of the aggregate market value of the assets of the corporation;


b)

an aggregate market value equal to 5 percent or more of the aggregate market value of all outstanding shares of the corporation; or


c)

representing 10 percent or more of the earning power or net income of the corporation.


An interested stockholder means the beneficial owner of 10 percent or more of the voting shares of a resident domestic corporation, or an affiliate or associate thereof. A corporation affected by the statute may not engage in a combination within three years after the interested stockholder acquires its shares unless the combination or purchase is approved by the board of directors before the interested stockholder acquired such shares. If approval is not obtained, then after the expiration of the three -year period, the business combination may be consummated with the approval of the board of directors or a majority of the voting power held by disinterested stockholders, or if the consideration to be paid by the interested stockholder is at least equal to the highest of:


a)

the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which he became an interested stockholder, whichever is higher;


b)

the market value per common share on the date of announcement of the combination or the date the interested stockholder acquired the shares, whichever is higher; or


c)

if higher for the holders of preferred stock, the highest liquidation value of the preferred stock.


Limitations on Stockholder Actions


Chapter 78 of the Nevada Revised Statutes ("NRS") provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he is not liable pursuant to NRS Section 78.138 or acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. NRS Chapter 78 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he is not liable pursuant to NRS Section 78.138 or acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court or other court of competent jurisdiction in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court or other court of competent jurisdiction shall deem proper.


Our bylaws provide that it may indemnify its officers, directors, agents and any other persons to the fullest extent permitted by the NRS.



21



SELLING STOCKHOLDERS


The following table presents information regarding the selling stockholders and the shares that may be sold by them pursuant to this prospectus. See also Security Ownership of Certain Beneficial Owners and Management.


Name

Number of Shares of Common Stock Beneficially Owned Prior to Offering (1)

Number of Shares of Common Stock Being Offered

Shares of Common Stock Beneficially Owned After the Offering (1)

Percentages Beneficially Owned After the Offering

 

 

 

 

 

Shaun Hadley

500,000

500,000

0

0%

The Holding Company

Spendthrift Trust

8,000,000

8,000,000

0

0%

Richard Kaulfors

200,000

200,000

0

0 %

E. Koplovich

50,000

50,000

0

0 %

Dennis Myers

200,000

200,000

0

0 %

 Reginald William Ogden

 100,000

100,000

0

0%

Corey A. Robinson

10,000

10,000

0

0%

Evan Rowell

200,000

200,000

0

0%

Cynthia A. Taylor

500,000

500,000

0

0%

Barry F. Underhill

100,000

100,000

0

0%

Dalia Underhill

100,000

100,000

0

0%

Underhill Securities Corp.

100,000

100,000

0

0%

Yuan Kun Deng

200,000

200,000

0

0%

Douglas W. Thompson

50,000

50,000

0

0%

 

 

 

 

 

 

10,310,000

10,310,000

0

0


(1) The number of shares listed in these columns include all shares beneficially owned by the selling stockholder.


The ownership percentages listed in these columns include only shares beneficially owned by the listed selling stockholder. Beneficial ownership is determined in accordance with the rules of the SEC. In computing the percentage of shares beneficially owned by a selling stockholder, shares of common stock subject to options or warrants, or debt convertible into common stock held by that selling stockholder that was exercisable on or within 60 days after Nov. 30, 2011, were deemed outstanding for the purpose of computing the percentage ownership of that selling stockholder. The ownership percentages are calculated based on the 10,310,000 shares of common stock were outstanding on Nov. 30, 2011.


PLAN OF DISTRIBUTION


By Selling Stockholders


The selling stockholders and any of its pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of its shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholder may use any one or more of the following methods when selling shares:


·

ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;

·

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·

an exchange distribution in accordance with the rules of the applicable exchange;

·

privately negotiated transactions;

·

to cover short sales made after the date that this Registration Statement is declared effective by the Commission;

·

broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;

·

a combination of any such methods of sale; and



22




·

any other method permitted pursuant to applicable law.


The selling stockholder may also sell shares under Rule 144 promulgated under the Securities Act, or another exemption from the registration requirements under the Securities Act, if available, rather than under this prospectus.


The issuer and the selling shareholders will sell the common stock being registered in this offering at a fixed price of $0.25 per share, until the securities are quoted on the OTC Bulletin Board or listed on an exchange and thereafter at prevailing market prices or privately negotiated prices. The company’s shares may never be quoted on the OTC Bulletin Board or listed on an exchange. If the offering is not already closed at the time, the Issuer will file a post-effective amendment to reflect the change to a market price when the shares begin trading on a market or exchange.


Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated.


The selling stockholders may from time to time pledge or grant a security interest in some or all of the Shares owned by it and, if it defaults in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.


Upon the company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker -dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the company being notified in writing by a selling stockholder that a donee or pledgee intends to sell more than 500 shares of common stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law.


The selling stockholder also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.


The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Because the selling stockholder may be deemed to be an underwriter within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of Securities will be paid by the selling stockholder and/or the purchasers. The selling stockholder has represented and warranted to the company that it acquired the securities subject to this registration statement in the ordinary course of the selling stockholder’s business and, at the time of its purchase of such securities the selling stockholder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities.


The company has advised the selling stockholders that it may not use shares registered on this Registration Statement to cover short sales of common stock made prior to the date on which this Registration Statement shall have been declared effective by the Commission. If the selling stockholder uses this prospectus for any sale of the common stock, it will be subject to the prospectus delivery requirements of the Securities Act. The selling stockholder will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to such selling stockholder in connection with resales of their respective shares under this Registration Statement.


The company is required to pay all fees and expenses incident to the registration of the shares, but the company will not receive any proceeds from the sale of the common stock by selling stockholders. The company has agreed to indemnify the selling stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.


By Our Company


We may sell the shares of our common stock subject to this prospectus from time to time in any manner permitted by the Securities Act, including any one or more of the following ways:



23




·

directly to investors;

·

to investors through agents;

·

to dealers; and/or

·

through one or more underwriters.


Any underwritten offering may be on a best efforts or a firm commitment basis. We may also make direct sales through subscription rights distributed to our stockholders on a pro rata basis, which may or may not be transferable. In any distribution of subscription rights to stockholders, if all of the underlying securities are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services of one or more underwriters, dealers or agents, including standby underwriters, to sell the unsubscribed securities to third parties. Under agreements into which we may enter, underwriters, dealers and agents who participate in the distribution of the shares of common stock may be entitled to indemnification by us against some liabilities, including liabilities under the Securities Act, or contribution from us to payments which the underwriters, dealers or agents may be required to make. Underwriters, dealers and agents may engage in transactions with us or perform services for us from time to time in the ordinary course of business.


The distribution of the shares of common stock may be effected from time to time in one or more transactions:


·

at a fixed price or prices, which may be changed;

·

at market prices prevailing at the time of sale;

·

at prices related to such prevailing market prices; or

·

at negotiated prices.

 

Any of the prices may represent a discount from prevailing market prices.


Shares of common stock sold pursuant to the registration statement of which this prospectus is a part may not be listed or traded on any exchange or automated quotations system, but may be listed on the OTC Electronic Bulletin Board. The company’s shares may never be quoted on the OTC Bulletin Board or listed on an exchange. In the sale of the shares, underwriters or agents may receive compensation from us or from purchasers of the shares, for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the shares to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the securities may be deemed to be underwriters under the Securities Act of 1933, and any discounts or commissions they receive from us and any profit on the resale of securities they realize may be deemed to be underwriting discounts and commissions under the Securities Act.


Each time we sell shares, we will describe the method of distribution of the shares in the prospectus supplement relating to such transaction. The applicable prospectus supplement will, where applicable:


·

identify any such underwriter or agent;

·

describe any compensation in the form of discounts, concessions, commissions or otherwise received from us by each such underwriter or agent and in the aggregate to all underwriters and agents;

·

identify the amounts underwritten; and

·

identify the nature of the underwriter’s obligation to take the shares.


If underwriters are utilized in the sale of the securities, the shares may be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at fixed public offering prices or at varying prices determined by the underwriters at the time of the sale. We may offer the shares to the public either through underwriting syndicates represented by managing underwriters or directly by the managing underwriters. If any underwriters are utilized in the sale of the securities, unless otherwise stated in the applicable prospectus supplement, the underwriting agreement will provide that the obligations of the underwriters are subject to specified conditions precedent and that the underwriters with respect to a sale of the shares will be obligated to purchase all of the shares offered if any are purchased.



24




Until the distribution of the securities is completed, rules of the SEC may limit the ability of any underwriters and selling group members to bid for and purchase the securities. As an exception to these rules,  underwriters are permitted to engage in some transactions that stabilize the price of the securities, such as over allotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934. Over allotment involves sales in excess of the offering size which create a short position. Stabilizing transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. The underwriters may also impose a penalty bid, under which selling concessions allowed to syndicate members or other broker-dealers for securities sold in the offering for their account may be reclaimed by the syndicate if the securities are repurchased by the syndicate in stabilizing or covering transactions. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of a security to the extent that it were to discourage resales of the security before the distribution is completed.


We do not make any representation or prediction as to the direction or magnitude of any effect that the transactions described above might have on the price of the securities. In addition, we do not make any representation that underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice.


Underwriters, dealers and agents may engage in transactions with us or perform services for us in the ordinary course of business.


If indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by particular institutions to purchase shares from us at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in such prospectus supplement. Each delayed delivery contract will be for an amount no less than, and the aggregate principal amounts of securities sold under delayed delivery contracts shall be not less nor more than, the respective amounts stated in the applicable prospectus supplement. Institutions with which such contracts, when authorized, may include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but will in all cases be subject to our approval. The obligations of any purchaser under any such contract will be subject to the conditions that (a) the purchase of the shares shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which the purchaser is subject, and (b) if the shares are being sold to underwriters, we shall have sold to the underwriters the total principal amount of the shares less the principal amount thereof covered by the contracts. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts.


To comply with applicable state securities laws, the shares offered by this prospectus will be sold, if necessary, in such jurisdictions only through registered or licensed brokers or dealers. In addition, shares may not be sold in some states unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.


How to Invest:


Subscriptions for purchase of shares offered by this prospectus can be made by completing, signing and delivering to us, the following:


1) an executed copy of the Subscription Agreement, available from the company; and

2) a check payable to the order of United People Power, Inc. in the amount of $0.25 for each share you want to purchase.


OTC Electronic Bulletin Board Considerations


We intend to apply to have our stock traded on the OTC Electronic Bulletin Board. The company’s shares may never be quoted on the OTC Bulletin Board or listed on an exchange. The OTC Electronic Bulletin Board is separate and distinct from the NASDAQ stock market and other stock exchanges. NASDAQ has no business relationship with issuers of securities quoted on the OTC Electronic Bulletin Board. The SEC’s order  handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Electronic Bulletin Board.


Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC Electronic Bulletin Board has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion in the OTC Electronic Bulletin Board is that the issuer be current in its reporting requirements with the SEC.



25




Investors must contact a broker-dealer to trade OTC Electronic Bulletin Board securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker. Bulletin board transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the bulletin board, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders — an order to buy or sell a specific number of shares at the current market price — it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.


Because bulletin board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.


DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES


Section 78.138 of the NRS (“Section 78.138”) provides that directors and officers of Nevada corporations may, under certain circumstances, be indemnified against expenses (including attorneys‘ fees) and other liabilities actually and reasonably incurred by them as a result of any suit brought against them in their capacity as a director or officer, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. Section 78.138 also provides that directors and officers may also be indemnified against expenses (including attorneys‘ fees) incurred by them in connection with a derivative suit if

they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made without court approval if such person was adjudged liable to the corporation.


Article XI, Section 43 of our bylaws contains provisions which require that our company indemnify its officers, directors, employees and agents, in substantially the same language as Section 78.7502.


Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.


In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a directors, officers or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


LEGAL OPINION


The validity of the shares offered hereby has been passed upon for us by Harold P. Gewerter, Esq. of Harold P. Gewerter, Esq. Ltd., 5440 W. Sahara #105, Las Vegas, NV 89105, (702) 382-1714, Fax: (702) 382-1759, E-mail: harold@gewerterlaw.com.


EXPERTS


The consolidated financial statements included in this prospectus for the period from inception (March 3, 2011) and ended August 15, 2011 have been audited by Lynda R. Keeton CPA, LLC, Henderson, NV, an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.


INTERESTS OF NAMED EXPERTS AND COUNSEL


No experts or counsel to the company have any shares or other interests in United People Power, Inc.


LEGAL PROCEEDINGS


The issuer is not party to any pending material legal proceedings.



26




ADDITIONAL INFORMATION


We will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and will file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 and at the SEC’s regional offices located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 233 Broadway, New York, New York 10279. You can obtain copies of these materials from the Public Reference Section of the SEC upon payment of fees prescribed by the SEC. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC’s Web site contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of that site is http://www.sec.gov.


We have filed a Registration Statement on Form S-1 with the SEC under the Securities Act of 1933, as amended, with respect to the securities offered in this prospectus. This prospectus, which is filed as part of a Registration Statement, does not contain all of the information set forth in the Registration Statement, some portions of which have been omitted in accordance with the SEC’s rules and regulations. Statements made in this prospectus as to the contents of any contract, agreement or other document referred to in this prospectus are not necessarily complete and are qualified in their entirety by reference to each such contract, agreement or other document which is filed as an exhibit to the Registration Statement. The Registration Statement may be inspected without charge at the public reference facilities maintained by the SEC, and copies of such materials can be obtained from the Public Reference Section of the SEC at prescribed rates.




27



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM






To the Board of Directors of

   United People Power, Inc.:


We have audited the accompanying balance sheet of United People Power, Inc. as of August 15, 2011, and the related statements of operations, stockholders’ deficit, and cash flows for the period ended March 3, 2011 (inception) through August 15, 2011.  United People Power management is responsible for these financial statements.  Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit 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, we express no such opinion. An audit 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 evaluation the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of United People Power, Inc. as of August 15, 2011, and the results of its operations and its cash flows for the period March 3, 2011 (inception) through August 15, 2011, in conformity with generally accepted accounting principles in the United States.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 5 to the financial statements, the Company has working capital deficiencies and net losses.  This raises substantial doubt about its ability to continue as a going concern.  Management’s plan in regard to these matters is also described in Note 5.   The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ Lynda R. Keeton CPA, LLC


Lynda R. Keeton CPA, LLC

Henderson, NV


November 21, 2011




F-1




UNITED PEOPLE POWER, INC.


(A DEVELOPMENT STAGE COMPANY)


BALANCE SHEET


AUGUST 15, 2011





ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

 

 

$

37,759

 

 

 

 

 

 

 

Other assets:

 

 

 

 

 

 

Websites

 

 

 

 

400,000

 

 

 

 

 

 

 

 

 

 

 

 

$

437,759

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

 

 

$

3,250

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

 

Common stock, $0.001 par value, 75,000,000

 shares authorized, 10,310,000 shares issued and

 outstanding

 

 

 

 

10,310

 

Additional paid-in capital

 

 

 

 

620,830

 

Accumulated deficit during the

 

 

 

 

 

 

  development stage

 

 

 

 

(196,631)

 

 

 

 

 

 

434,509

 

 

 

 

 

 

 

 

 

 

 

 

$

437,759




See accompanying notes to these financial statements.




F-2




UNITED PEOPLE POWER, INC.


(A DEVELOPMENT STAGE COMPANY)


STATEMENT OF OPERATIONS


FOR THE PERIOD OF MARCH 3, 2011 (INCEPTION), THROUGH AUGUST 15, 2011





Revenue:

 

 

 

$

-

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

Professional fees

 

 

 

 

191,750

 

Other expenses

 

 

 

 

4,881

 

 

 

 

 

 

196,631

 

 

 

 

 

 

 

Net loss

 

 

 

$

(196,631)

 

 

 

 

 

 

 

Basic and diluted loss per common share

 

 

$

(0.11)

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

1,810,742




See accompanying notes to these financial statements.




F-3




UNITED PEOPLE POWER, INC.


(A DEVELOPMENT STAGE COMPANY)


STATEMENT OF SHAREHOLDERS’ EQUITY


FOR THE PERIOD OF MARCH 3, 2011 (INCEPTION), THROUGH AUGUST 15, 2011






 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

Accumulated Deficit

 

Total

 

 

 

 

 

 

Paid-In

 

During the

 

Shareholders'

 

 

Shares

 

Amount

 

Capital

 

Development Stage

 

Equity

 

 

 

 

 

 

 

 

 

 

 

Balance March 3, 2011 (Inception)

-

$

-

$

-

$

-

$

-

 

Common stock issued for cash

  at $0.001 per share

 

 

 

 

 

 

 

 

 

 

710,000

 

710

 

70,290

 

-

 

71,000

 

 

 

 

 

 

 

 

 

 

 

 

Contributed capital

-

 

-

 

140

 

-

 

140

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for

  website acquisition

 

 

 

 

 

 

 

 

 

 

8,000,000

 

8,000

 

392,000

 

-

 

400,000

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for

  services rendered

 

 

 

 

 

 

 

 

 

 

1,600,000

 

1,600

 

158,400

 

-

 

160,000

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period of inception

  through August 15, 2011

-

 

-

 

-

 

(196,631)

 

(196,631)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance August 15, 2011

10,310,000

$

10,310

$

620,830

$

(196,631)

$

434,509




See accompanying notes to these financial statements.




F-4




UNITED PEOPLE POWER, INC.


(A DEVELOPMENT STAGE COMPANY)


STATEMENT OF CASH FLOWS


FOR THE PERIOD OF MARCH 3, 2011 (INCEPTION), THROUGH AUGUST 15, 2011





CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net loss

 

 

 

$

(196,631)

 

Adjustments to reconcile net loss to

  net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional fees paid with stock

 

 

 

 

160,000

 

 

 

 

 

 

 

 

Increase in:

 

 

 

 

 

 

  Accounts payable

 

 

 

 

3,250

 

Net cash used in operating activities

 

 

 

 

163,250

 

 

 

 

 

 

(33,381)

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

-

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

  Contributed capital

 

 

 

 

140

 

  Issuance of common stock for cash

 

 

 

71,000

 

Net cash provided by financing activities

 

 

 

71,140

 

 

 

 

 

 

 

 

Net increase in cash

 

 

 

 

37,759

 

 

 

 

 

 

 

 

Cash, beginning

 

 

 

 

-

 

 

 

 

 

 

 

 

Cash, ending

 

 

 

$

37,759

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES:

 

 

 

 

 

 

Cash paid for interest

 

 

 

$

-

 

Cash paid for income taxes

 

 

 

$

-

 

8,000,000 common shares issued for domain

  name and website acquisition

 

 

 

 

 

 

 

$

400,000




See accompanying notes to these financial statements.





F-5



UNITED PEOPLE POWER, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM MARCH 3, 2011

(INCEPTION) TO AUGUST 15, 2011


1.

ORGANIZATION


United People Power, Inc (the “Company”) was incorporated on March 3, 2011 in the State of Nevada.  The Company’s accounting and reporting policies conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is December 31.


The Company’s intended operations are to acquire, own, hold, and improve 400+ “Power.com” Internet Domains/Web Sites to fulfill a health and “going green” mission.  United People Power, Inc. chose to align itself with Fun Unlimited, Inc. (dba Essante’ Worldwide), of Phoenix, AZ.  Essante’ Worldwide has a line of 100% chemical free and organic personal care and household products and also two flagship products, Power Pops (weight loss, appetite suppressant and energy lollipops for adults) and Kids Pops (nutrient dense lollipops for children).  These products are marketed through a network marketing program which delegates Essante’ Worldwide to pay distributor commissions, ship products, and provide customer and distributor support.  United People Power, Inc. will focus on mass marketing with its domain names.


DEVELOPMENT STAGE COMPANY


The Company is considered to be in the development stage as defined in ASC 915 “Development Stage Entities.”  The Company’s efforts have been devoted primarily to raising capital to implement its planned, principal activities.


2.

SIGNIFICANT ACCOUNTING POLICIES


USE OF ESTIMATES


The preparation of the Company’s 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 and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.


CASH AND CASH EQUIVALENTS


Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.  The Company had no cash equivalents as of August 15, 2011.


REVENUE RECOGNITION


The company recognizes revenue under ASC 605 “Revenue Recognition.” Revenue is recognized when it is invoiced to the customer.


United People Power, Inc. will generate substantial weekly income from Essante’ Worldwide by holding a top position with Essante’.  Income from Essante’ is recognized as commissions are earned.  United People Power, Inc. also generates income from a monthly charge per distributor for usage of the 400+ Power Websites.


INCOME TAXES


The Company accounts for income taxes under FASB ASC 740 “Income Taxes.”  Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.



F-6



UNITED PEOPLE POWER, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM MARCH 3, 2011

(INCEPTION) TO AUGUST 15, 2011



FAIR VALUE OF FINANCIAL INSTRUMENTS


The Company’s financial instruments as defined by FASB ASC 825-10-50 include cash and accounts payable.  All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at August 15, 2011.


FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements.  FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:


Level 1.  Observable inputs such as quoted prices in active markets;


Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and


Level 3.  Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.


The Company does not have any assets or liabilities measured at fair value on a recurring basis at August 15, 2011.  The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the period March 3, 2011, through August 15, 2011.


NET INCOME OR (LOSS) PER SHARE OF COMMON STOCK


The Company has adopted ASC 260 “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.


The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.


Basic net loss per common share is based on the weighted average number of shares of common stock outstanding of 1,810,742 for the period March 3, 2011, through August 15, 2011.


CONCENTRATIONS OF CREDIT RISK


The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents. The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits of $250,000.  The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.


INTANGIBLES


The Company capitalizes intangible assets such as the purchase of domain names.  Quarterly, the Company hires an outside appraiser to value all capitalized domain names.


Yearly renewal fees for the Company’s domain names are expensed as incurred.



F-7



UNITED PEOPLE POWER, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM MARCH 3, 2011

(INCEPTION) TO AUGUST 15, 2011



RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS


Issued


In May 2011, the FASB issued an accounting standard update that amends the accounting standard on fair value measurements.  The accounting standard update provides for a consistent definition and measurement of fair value, as well as similar disclosure requirements between U.S. generally accepted accounting principles and International Financial Reporting Standards.  The accounting standard update changes certain fair value measurement principles, clarifies the application of existing fair value measurement, and expands the fair value measurement disclosure requirements, particularly for Level 3 fair value measurements.  The amendments in this accounting standard update are to be applied prospectively and are effective for interim and annual periods beginning after December 15, 2011.  The adoption of this accounting standard update will become effective for the reporting period beginning January 1, 2012.  The adoption of this guidance will not have a material impact on the Company’s financial position, results of operations or cash flows.


In June 2011, the FASB issued an accounting standard update which requires the presentation of components of other comprehensive income with the components of net income in either (1) a continuous statement of comprehensive income that contains two sections, net income and other comprehensive income, or (2) two separate but consecutive statements.  This accounting standard update eliminates the option to present components of other comprehensive income as part of the statement of shareholders’ equity, and is effective for interim and annual periods beginning after December 15, 2011.  The adoption of this accounting standard update will become effective for the reporting period beginning January 1, 2012.  The adoption of this guidance will not have a material impact on the Company’s financial position, results of operations or cash flows.


In September 2011, the FASB issued an accounting standard update that amends the accounting guidance on goodwill impairment testing.  The amendments in this accounting standard update are intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit.  The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.  The amendments in this accounting standard update are effective for interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  The adoption of this accounting standard update will become effective for the reporting period beginning January 1, 2012.  The adoption of this guidance will not have a material impact on the Company’s financial position, result of operation or cash flows.


Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future financial position, results of operation or cash flows.


3.

SHAREHOLDERS’ EQUITY


AUTHORIZED STOCK


The Company has authorized 75,000,000 common shares with a par value of $0.001 per share.  Each share entitles the holder to one vote, in person or proxy, on any matter on which action of the shareholder of the Company is sought.


SHARE ISSUANCES


In July, 2011, the Company issued 8,000,000 common shares valued at $0.05 per share in exchange for domain names and associated websites. The Company also issued 460,000 shares at $0.10 per share in exchange for $46,000 and also issued 1,600,000 shares at $0.10 in exchange for professional services.


In August, 2011, the Company issued 250,000 shares at $0.10 per share in exchange for $25,000.



F-8



UNITED PEOPLE POWER, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM MARCH 3, 2011

(INCEPTION) TO AUGUST 15, 2011



4.

PROVISION FOR INCOME TAXES


The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes.  Deferred taxes are provided in the financial statements under ASC 718-740-20 give effect to the resulting temporary differences which may arise from differences in the basis of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years.  Since a tax year has not yet been completed, there is no liability or asset due to income taxes.  For this reason, an analysis of income taxes has not been included.


5.

GOING CONCERN AND LIQUIDITY CONSIDERATIONS


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of August 15, 2011, the Company has working capital of $34,509. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.


The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations.  In response to these problems, management intends to raise additional funds through public or private placement offerings.  These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.


6.

COMMITMENTS


In April 2011, the Company signed an office lease for $350 a month.  The lease expires March 31, 2012.


7.

RELATED PARTY TRANSACTIONS


A consultant to the Company is the father of a member of the Board of Directors.  As of August 15, 2011, the consultants company has been paid $18,500 in connection with the start up and funding of the Company.


8.

SUBSEQUENT EVENTS


The Company has evaluated its subsequent events from the balance sheet date through the date of this report and determined that there are no additional events to disclose.




F-9








Dealer Prospectus Delivery Obligation


Until ___________ , all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.












PART II — INFORMATION NOT REQUIRED IN PROSPECTUS


Item 13. Other Expenses of Issuance and Distribution


The following table sets forth the expenses expected to be incurred in connection with the issuance and distribution of the securities being registered (also included in the Use of Proceeds table).


SEC Registration

$

37

Legal Fees and Expenses

 

10,000

Accounting Fees*

 

10,000

Miscellaneous*

 

200

Total

$

20,237

* Estimated


The Issuer will pay all fees and expenses associated with this offering with the Selling Shareholders paying none of the expenses.


Item 14. Indemnification of Directors and Officers


Article XI, Section 43 of our bylaws contains provisions which require that the company indemnify its officers, directors, employees and agents, in substantially the same language as Section 78.7502 of the Nevada Revised Statutes. Article 12 of the Company’s Articles of Incorporation provides for the Company’s ability to indemnify it’s officers, directors, employees and agents, subject to the limitations provided in Nevada Revised Statutes 78.7502, for expenses actually and reasonably incurred. No indemnification shall be made if the proposed party has been adjudged to be liable to the company or where the matter was settled without court approval. Indemnification must be made upon a determination by a majority of the uninterested Board, and if not available, by the shareholders or by a court of competent jurisdiction.


Item 15. Recent Sales of Unregistered Securities


Prior to August 15, 2011, we sold a total of 10,310,000 common shares to thirteen investors. The issuances of the shares to the investors were exempt from registration under Sections 4(2) and 4(6) of the Securities Act and Regulation D.


NAME & ADDRESS

CERT #

ISSUE DATE

# OF SHARES

 

 

 

 

 

Shaun Hadley

102

July 22, 2011

Original Issue

500,000

The Holding Company

Spendthrift Trust

Las Vegas, NV 89117

100

July 22, 2011

Original Issue

8,000,000

Richard Kaulfors

111

July 25, 2011

Original Issue

200,000

E. Koplovich

Vancouver, BC

106

July 22, 2011

Original Issue

50,000

Dennis Myers

110

July 25, 2011

Original Issue

200,000

Reginald William Ogden

9575 #2 Road

Richmond, BC

105

July 22, 2011

Original Issue

100,000

Corey A. Robinson

1005 Carpenter Dr.

Las Vegas, NV 89107

107

July 22, 2011

Original Issue

10,000

Evan Rowell

109

July 25, 2011

Original Issue

200,000

Cynthia A. Taylor

3792 Yorba Linda Dr

Las Vegas, NV 89122

108

July 22, 2011

Original Issue

500,000

Barry F. Underhill

#109 1363 Clyde Av

W.Vancouver BC

103

July 22, 2011

Original Issue

100,000

Dalia Underhill

108

July 22, 2011

Original Issue

100,000

Underhill Securities Corp.

104

July 22, 2011

Original Issue

100,000

Yuan Kun Deng

112

August 3, 2011

Original Issue

200,000

Douglas W. Thompson

113

August 3, 2011

Original Issue

50,000

 

 

 

Total 11/1/2011

10,310,000



II-1






Item 16. Exhibits


Exhibit

Number

Exhibit Description

3.1

Articles of Incorporation of United People Power, Inc. dated March 3, 2011

3.2

Bylaws

5.1

Opinion of Harold P. Gewerter, Esq.

10.7

Subscription Agreement.

14.1

Code of Ethics

23.1

Consent of Lynda R. Keeton CPA, LLC

99.2

Sales Agent Agreement


Item 17. Undertakings


The undersigned hereby undertakes:


(1)

to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to:


(i)

include any prospectus required by section 10(a)(3) of the Securities Act of 1933;


(ii)

reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and


(iii)

include any additional or changed material information on the plan of distribution.


(2)

that for determining liability under the Securities Act, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.


(3)

to file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.


(4)

that for determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:


(i)

Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;


(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;


(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and


(iv)

Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser



II-2






(5)

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.  Provided, however,  that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.


Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.


In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a directors, officers or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.






II-3





SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, NV on Nov. 30, 2011.


United People Power, Inc.


By: /s/ Diana M. Hendricks                 

Diana M. Hendricks, President, CEO

Chairman of the Board, Principal Executive Officer


By: /s/ Cynthia A. Taylor                    

Cynthia A. Taylor, Secretary, Dir.



By: /s/ Shaun Hadley                          

Shaun Hadley, Treasurer, Dir. CFO, Principal Accounting Officer


Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated, on Nov. 30, 2011.



United People Power, Inc.


By: /s/ Diana M. Hendricks                 

Diana M. Hendricks, President, CEO

Chairman of the Board, Principal Executive Officer


By: /s/ Cynthia A. Taylor                    

Cynthia A. Taylor, Secretary, Dir.



By: /s/ Shaun Hadley                          

Shaun Hadley, Treasurer, Dir. CFO, Principal Accounting Officer




II-4



Exhibit 3.1


ARTICLES OF INCORPORATION

OF

UNITED PEOPLE POWER, INC.


*        *        *        *        *


I, the undersigned, for the purpose of forming a corporation under the general corporation laws of the State of Nevada, to do business within the State of Nevada, do make and file these Articles of Incorporation hereby declaring and certifying that the facts stated are true:


ARTICLE I

NAME


The name of the corporation is;


United People Power, Inc.


ARTICLE II

DURATION


The duration of this corporation shall be perpetual, unless sooner dissolved in accordance with applicable statutes.


ARTICLE III

RESIDENT AGENT AND REGISTERED OFFICE


Section 3.01 Resident Agent.  The name and address of the resident agent for service of process is: Corporate Capital Formation, Inc., 2724 Otter Creek Ct., 101, Las Vegas, NV 89117-1732


Section 3.02 Registered Office.  The address of its registered office is: 2724 Otter Creek Ct., 101, Las Vegas, NV  89117-1732


Section 3.03 Other Offices.  The corporation may also maintain offices for the transaction of any business at such other places within or without the State of Nevada as it may from time to time determine. Corporate business of every kind and nature may be conducted. Meetings of the directors and stockholders held outside the State of Nevada shall have the same effect as if held within the State of Nevada.

ARTICLE IV

SHARES OF STOCK


The amount of the total authorized capital stock of the corporation is seventy five million (75,000,000) Common Shares with a par value of one mil ($0.001) per share.


All such shares shall be designated as Common Stock. The authorized Common Stock may be issued from time to time without action by the stockholders. The Common Stock may be issued for such consideration as may from time to time be fixed by the Board of Directors.


The Board of Directors may issue such shares of Common Stock in one or more series, at such price and in such numbers of each series with such voting powers, designations, preferences, and rights or qualifications or restrictions thereof as shall be stated in the resolution or resolutions adopted by them.


ARTICLE V

DIRECTORS


Section 5.01 Governing Board.  The members of the governing board of the corporation shall be styled as directors.


Section 5.02 Initial Board of Directors.  The initial Board of Directors shall consist of one member, as follows:


Dianna Hendricks

2724 Otter Creek Ct 101

Las Vegas, NV 89117-1732


This individual shall serve as director until his successor(s) shall have been elected and qualified.




Section 5.03 Change in Number of Directors. The number of specific or total directors may be increased or decreased by a duly adopted amendment to the By-laws of the corporation.


ARTICLE VI

INCORPORATOR


The name and address of the incorporator is:  Roger Coleman, 2724 Otter Creek Ct., Suite 110, Las Vegas, NV  89117-1732.


ARTICLE VII

DIRECTORS’ AND OFFICERS’ LIABILITY


A director or officer of the corporation shall not be personally liable to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or (ii) the payment of distributions in violation of NRS 78.300. Any repeal or modification of this Article by stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification.


ARTICLE VIII

INDEMNITY


Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he, or a person of whom he is a legal representative, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the law of the State of Nevada from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines, and amounts paid or to be paid in settlement), reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation.  Such right shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire, and , without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any By-law agreement, vote of stockholder, provision of law or otherwise, as well as their rights under this Article.


Without limiting the application of the foregoing, the Board of Directors may adopt by-laws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as director or officer of another corporation, or as a representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.


The indemnification provided in this Article shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.


ARTICLE IX

AMENDMENTS


 This corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation or its By-laws, in the manner now or hereafter prescribed by statute or by these Articles of Incorporation or said By-laws, and all rights conferred upon the stockholders are granted subject to this reservation.


ARTICLE X

POWERS OF DIRECTORS


In furtherance, and not in limitation, of the powers conferred by statute, the Board of Directors is expressly authorized:


(1)  Subject to the By-laws, if any, adopted by the stockholders, to make, alter or repeal the By-laws of the corporation;



Articles of Incorporation - 2




(2) To authorize and cause to be executed mortgages and liens, with or without limit as to amount, upon real or personal property of the corporation;


(3) To authorize the guaranty by the corporation of securities, evidences of indebtedness and obligations of other persons, corporations and business entities;


(4) To set apart out of any of the funds of the corporation available for dividends a reserve for any purpose and to abolish any such reserve; and


(5) by resolution adopted by a majority of the whole board, to designate one or more committees, each committee to consist of one or more of the directors of the corporation, which, to the extent provided in the resolution or in the By-laws of the corporation, shall have and may exercise the powers of the Board of Directors in the management of the business affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it.  Such committee or committees shall have such name or names as may be stated in the By-laws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors.


All corporate powers of the corporation shall be exercised by the Board of Directors except as otherwise provided herein or by law.


IN WITNESS WHEREOF, I have hereunto set my hand this 24th day February, 2011.


/s/ Roger Coleman                    

Roger Coleman, Incorporator



Articles of Incorporation - 3



Exhibit 3.2


BY-LAWS

OF

UNITED PEOPLE POWER, INC.


ARTICLE I - OFFICES


The principal offices of the Corporation shall be located at 2724 Otter Creek Ct, #101, Las Vegas, NV. 89117-1732, and the office address may be changed from time to time by the Board of Directors. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.


ARTICLE II - MEETINGS OF STOCKHOLDERS


SECTION 1 - ANNUAL MEETINGS:


The annual meeting of the stockholders of the corporation shall be held within six (6) months after the close of the fiscal year of the Corporation, which is established as the 31st of December of each year, for the purposes of electing directors, and transacting such other business as may properly come before the meeting.


SECTION 2 - SPECIAL MEETINGS:


Special meetings of the stockholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of twenty-five percent (25%) of the shares then outstanding and entitled to vote thereat, or as otherwise required by law.


SECTION 3 - PLACE OF MEETINGS:


All meetings of stockholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings.


SECTION 4 - NOTICE OF MEETINGS:


(a)

Except as otherwise provided by statute, written notice of each meeting of stockholders, whether annual or special, stating the time when and the place where it is to be held, shall be served either personally or by mail, not less than ten or more than sixty days before the meeting, upon each stockholder of record entitled to vote at such meeting, and to any other stockholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If at any meeting, action is proposed to be taken that would, if taken, entitle stockholders to receive payment for their shares pursuant to statute, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such stockholder at the address as it appears on the transfer agency records or the records of the stockholders of the Corporation, unless he shall have previously filed with the secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address. designated in such request.


(b)

Notice of any meeting need not be given to any person who may become a stockholder of record after the mailing of such notice and prior to the meeting, or to any stockholder who attends such meeting, in person or by proxy, or submits a signed waiver of notice either before or after such a meeting. Notice of any adjourned meeting of stockholders need not be given, unless otherwise required by statute.


SECTION 5 - QUORUM:


(a)

Except as otherwise provided herein, or by statute, or in the Articles of Incorporation (such Articles, and any amend­ments thereof being hereinafter collectively referred to as the "Articles of Incorporation", at all meetings of stockholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of stockholders holding of record 51% of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any stockholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.


(b)

Despite the absence of a quorum at any annual or special meeting of stockholders, the stockholders, by a majority of the votes cast by the holders of shares entitled to vote thereat, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may. be transacted at the meeting as originally called if a quorum had been present.





SECTION 6 - VOTING:


(a)

Except as otherwise provided by statute or by the Articles of Incorporation, any corporate action, other than the election of directors, to be taken by vote of the stockholders, shall be authorized by a majority of votes cast at a meeting of stockholders by the holders of shares entitled to vote thereat.


(b)

Except as otherwise provided by statute or by the Articles of Incorporation, at each meeting of stockholders, each holder of record of stock of the Corporation entitled to vote thereat, shall be entitled to one vote for each share of stock registered in his name on the books of the Corporation.


(c)

Each stockholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the stockholder himself or by his attor­ney-in-fact thereunto duly authorized in writing. No Proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the minutes of the meeting.


(d)

Any action, except election of directors, which may be taken by a vote of stockholders at a meeting, may be taken without a meeting if authorized by a written consent of shareholders holding at least a majority of the voting power; provided that if a greater proportion of voting power is required by such action at a meeting, then such greater proportion of written consent shall be required.


ARTICLE III - BOARD OF DIRECTORS


SECTION 1 - NUMBER, ELECTION AND TERM OF OFFICE:


(a)

The number of the directors of the corporation shall not be less than 1 nor more than 9 unless and until otherwise determined by vote of a majority of the entire Board of Direc­tors. The number of Directors shall not be less than three (3), unless all of the outstanding shares of stock are owned beneficially and of record by less than three (3) stockholders, in which event the number of' directors shall not be less than the number of stockholders or the minimum permitted by statute.


(b)

Except as may be otherwise provided herein or in the Articles of Incorporation by way of cumulative voting rights the members of the Board of Directors of the Corporation, who need not be stockholders, shall be elected by a majority of the votes cast at a meeting of stockholders, by the holders of shares of stock present in person or by proxy, entitled to vote in the election.


(c)

Each director shall hold office until the annual meeting of the stockholders next succeeding his election, and until his successor is elected and qualified; or until his prior death, resignation or removal.


SECTION 2 - DUTIES AND POWERS:


The Board of Directors shall be responsible for the control and management of the affairs, property .and interests of' the Corporation and may exercise all powers of the Corporation, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the stockholders.


SECTION 3 - ANNUAL AND REGULAR MEETINGS; NOTICE:


(a)

The regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the stockholders at the place of such annual meeting of stockhold­ers.


(b)

The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.


(c)

Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such change was made within the time limit, and in the manner set forth in Paragraph (b) Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in Paragraph(c) of such Section 4.



United People Power, Inc. By-laws - 2




SECTION 4 - SPECIAL MEETING; NOTICE:


(a)

Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.


(b)

Except as otherwise required by statute, notices of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least four (4) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice except as required by Section 8 of this Article III, need not specify the purpose of the meeting.


(c)

Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.


SECTION 5 - CHAIRMAN:


At all meetings of the Board of Directors, the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the Vice Chairman shall preside, and in his absence, a Chairman chosen by the directors shall preside.


SECTION 6 - QUORUM AND ADJOURNMENTS:


(a)

At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or by these Bylaws.  


(b)

A majority of the directors, present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.


SECTION 7 - MANNER OF ACTING:


(a)

At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.


(b)

Except as otherwise provided by statute, by the Articles ­of Incorporation, or by these Bylaws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.


(c)

Unless otherwise required by amendment to the Articles of Incorporation or by statute, any action required or permitted to be taken at any meeting of the Board of Directors or any Committee thereof may be taken without a meeting if a written consent thereto is signed by all the members of the Board or Committee. Such written consent shall be filed with the minutes of the proceedings of the Board or Committee.


(d)

Unless otherwise prohibited by Amendments to the Articles of Incorporation or by statute, members of the Board of Directors or of any Committee of the Board of Directors may participate in a meeting of such Board or Committee by means of a conference telephone network or a similar communications method by which all persons participating in the meeting can hear each other. Such participation is constituted presence of all of the participating persons at such meeting, and each person participating in the meeting shall sign the minutes thereof, which may be signed in counterparts.


SECTION 8 - VACANCIES:


Any vacancy in the Board of Directors, occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless the vacancy created by the removal of a director by the stockholders shall be filled by the stockholders at the meeting at which the removal was effect­ed) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.



United People Power, Inc. By-laws - 3




SECTION 9 - RESIGNATION:


Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective;


SECTION 10 - REMOVAL:


Any director may be removed with or without cause at any time by the affirmative vote of stockholders holding of record in the aggregate at least a majority of the outstanding shares of stock of the Corporation at a special meeting of the stockholders called for that purpose, and may be removed for cause by action of the board.


SECTION 11 - SALARY:


No stated salary shall be paid to directors, as such for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.


SECTION 12 - CONTRACTS:


(a)

No contract or other transaction between this Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that one or more directors of this Corporation is or are interested in, or is a director or officer, or are directors or offi­cers of such other corporations, provided that such facts are disclosed or made known to the Board of Directors, prior to their authorizing such transaction.


(b)

Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no directors shall be liable in any way by reason of' such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors prior to their authorization of such contract or transaction, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such Director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair, invalidate or in any way affect any contract or other transactions which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.


SECTION 13 - COMMITTEES:


The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they may deem desirable, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.


ARTICLE IV - OFFICERS


SECTION 1 - NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE:


(a) The officers of the Corporation shall consist of a President, a Treasurer and a Secretary, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman or Vice Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person.


(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of stockholders.


(c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified or until his death, resignation or removal.



United People Power, Inc. By-laws - 4




SECTION 2 - RESIGNATION:


Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.


SECTION 3 - REMOVAL:


Any officer may be removed, either with or without cause, and a successor elected by a majority vote of the Board of Directors at any time.


SECTION 4 - VACANCIES:


A vacancy in any office by reason of death, resignation, inability to act, disqualification or any other cause, may at any time be filled for the unexpired portion of the term by a majori­ty vote of the Board of Directors.


SECTION 5 - DUTIES OF OFFICERS:


Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these Bylaws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation.


SECTION 6 - SURETIES AND BONDS:


In case the Board of Directors shall so require any officer, employee or agent of the Corporation shall execute to the Corpo­ration a bond in such sum and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence for the accounting for all property, funds or securities of the Corporation which may come into his hands.


SECTION 7 - SHARES OF STOCK OF OTHER CORPORATIONS:


Whenever the Corporation is the holder of shares of stock of any other corporation, any right or power; of the Corporation as such stockholder (including the attendance, acting and voting at stockholders= meetings an' execution of waivers consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President or such other person as the Board of Directors may authorize.


ARTICLE V - SHARES OF STOCK


SECTION 1 - CERTIFICATE OF STOCK:


(a)

The certificates representing shares of the Corporation's stock shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. The certificates shall bearthe following: the Corpo­rate Seal, the holder=s name, the number of shares of stock and the signatures of: (1) the Chairman of the Board, the President or a Vice President and (2) the Secretary, Treasurer, any Assist­ant Secretary or Assistant Treasurer.


(b)

No certificate representing shares of stock shall be issued until the full amount of consideration therefore has been paid, except as otherwise permitted by law.


(c)

To the extent permitted by law, the Board of Directors may authorize the issuance of certificates for fractions of a share of stock which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share of stock as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares of stock, but such scrip shall not entitle the holder to any rights of a stockholder, except as therein provided.



United People Power, Inc. By-laws - 5




SECTION. 2 - LOST OR DESTROYED CERTIFICATES:


The holder of any certificate representing shares of stock of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representative, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper to do so.


SECTION 3 - TRANSFER OF SHARES:


(a) Transfer of shares of stock of the Corporation shall be made on the stock ledger of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares of stock with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signa­ture and of authority to transfer and of payment of taxes as the Corporation or its agents may require.


(b) The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.


SECTION 4 - RECORD DATE:


In lieu of closing the stock ledger of the Corporation, the Board of Directors may fix, in advance, a date not exceeding sixty (60) days, nor less than ten (10) days, as the-record date for the determination of stockholders entitled to receive notice of, or to vote at, any meeting of stockholders, or to consent to any proposal without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividends or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of stockholders entitled to notice of, or to vote at,. a meeting

of stockholders shall be at the close of business on the day next preceding the day on which the notice is given, or if no notice is given, the day preceding the day on which the meeting is held. The record date for determining stockholders for any other pur­pose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of stockholders of record entitled to notice of, or to vote at, any meeting of stockholders has been made as provid­ed for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.


ARTICLE VI - DIVIDENDS


Subject to applicable law, dividends may be declared and paid out of any funds available therefore, as often, in such amount, and at such time or times as the Board of Directors may determine


ARTICLE VII - FISCAL YEAR


The fiscal year of the Corporation shall be January 1 to December 31, and may be changed by the Board of Directors from time to time subject to applicable law.


ARTICLE VIII - CORPORATE SEAL


The corporate seal shall be in such form as shall be approved from time to time by the Board of Directors.


ARTICLE IX - INDEMNITY


(a)

Any person made a party to any action, suit or proceeding, by reason of the fact that he, his testator or interstate representative is or was a director, officer or employee of the Corporation or of any corporation in which he served as such at the request of the Corporation shall be indemnified by the Corporation against the reasonable expenses, including attorneys fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein that such officer, director ­or employee is liable for gross negligenceor misconduct in the performance of his duties.



United People Power, Inc. By-laws - 6




(b)

The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer, director or employee may be entitled apart from the provisions of this sec­tion.


(c)

The amount of indemnity to which any officer or any director may be entitled shall be fixed by the Board of Directors, except that in any case in which there is no disinterested majority of the Board available, the amount shall be fixed by arbitration pursuant to the then existing rules of the American Arbitration Association.


ARTICLE X - AMENDMENTS


SECTION 1 - BY STOCKHOLDERS:


All bylaws of the Corporation shall be subject to alteration or repeal, and new bylaws may be made, by the affirmative vote of stockholders holding of record, in the aggregate, at least a majority of the outstanding shares of stock entitled to vote in the election of directors at any annual or special meeting of stockholders, provided that the notice -or-waiver of notice of such meeting shall have summarized or set forth in full therein, the proposed amendment.


SECTION 2 - BY DIRECTORS:


The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, bylaws of the Corporation, provided, however, that the stockholders entitled to vote with respect thereto as in this Article X above-provided may alter, amend or repeal bylaws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of stockholders or of the Board of Directors or to change any provisions of the bylaws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the stockholders. If any bylaw regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of stockholders for the election of Directors, the bylaws so adopted, amended or repealed, together with a concise statement of the changes made.


CERTIFICATE OF THE PRESIDENT


This is to certify that I am the duly appointed, qualified and acting President of:


United People Power, Inc.


and that the foregoing By-laws constituting a true and original copy were duly adopted as the by-laws of said corporation.


IN WITNESS WHEREOF, I have hereunto set my hand, this 24th day of February, 2011.


_____________________________________________

 President



United People Power, Inc. By-laws - 7





LAW OFFICES OF

HAROLD P. GEWERTER, ESQ., LTD.

Harold P. Gewerter, Esq.


Exhibit 5.1


December 5, 2011


Board of Directors

United People Power, Inc.

656 Ave. A. Suite 22

Boulder City, NV 89005


Re:

Registration Statement on Form S-1 for United People Power, Inc.,

a Nevada corporation (the "Company")


Dear Ladies and Gentlemen:


This opinion is submitted pursuant to the applicable rules of the Securities and Exchange Commission with respect to the registration of 10,310,000 shares held by existing shareholders and 1,200,000 newly issued shares for public sale of the Company's common stock, $.0001 par value, to be sold by the existing selling shareholders and the issuer.


In connection therewith, I have examined and relied upon original, certified, conformed, Photostat or other copies of the following documents:


i.

The Certificate of Incorporation of the Company;

ii.

The Registration Statement and the Exhibits thereto; and

iii.

Such other documents and matters of law, as I have deemed necessary for the expression of the opinion herein contained.


In all such examinations, I have assumed the genuineness of all signatures on original documents, and the conformity to the originals or certified documents of all copies submitted to me as conformed, Photostat or other copies. In passing upon certain corporate records and documents of the Company, I have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and I express no opinion thereon. As to the various questions of fact material to this opinion, I have relied, to the extent I deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to me by the Company, without verification except where such verification was readily ascertainable.


Based on the foregoing, I am of the opinion that the Shares will upon the effectiveness of the registration and the issuance of the share (relating only to the 1,200,000 shares to be issued by the Company under this registration) be duly and validly issued, duly authorized and are fully paid and non-assessable.


This opinion is limited to the laws of the State of Nevada and federal law as in effect on the date of the effectiveness of the registration statement, exclusive of state securities and blue-sky laws, rules and regulations, and to all facts as they presently exist.


I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the caption "Interests of Named Experts and Counsel " in the prospectus comprising part of the Registration Statement.



Sincerely yours,


HAROLD P. GEWERTER, ESQ., LTD.


/s/ Harold P. Gewerter, Esq.

Harold P. Gewerter, Esq.




2705 Airport Drive, N. Las Vegas, Nevada 89032Telephone: (702) 382-1714 ¨  Facsimile: (702) 382-1759Email:   harold@gewerterlaw.com




Exhibit 14.1


UNITED PEOPLE POWER, INC.


CODE OF ETHICS


Introduction


This Code of Ethics applies to the employees, officers and directors, and consultants of United People Power, Inc. and its subsidiaries, together, referred to as the Company. It covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees of the Company. It is intended to promote honest and ethical conduct at all levels of the Company. All of our employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code should also be provided to and followed by the Company’s agents and representatives, including consultants.

 

If a law conflicts with a policy in this Code, you must comply with the law, however, if a local custom or policy conflicts with this Code, you must comply with the Code. Any variances between local customs or policies and this Code should be brought to the attention of management or the directors. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.

 

Those who violate the standards in this Code will be subject to disciplinary action. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 14 of this Code.


COMPLIANCE WITH LAW


1. Compliance with Laws, Rules and Regulations


Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.


2. Discrimination and Harassment


The diversity of the Company’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics, religion or sexual orientation and unwelcome sexual advances.

 

3. Health and Safety


The Company strives to provide each employee with a safe and healthful work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

 

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs or alcohol in the workplace will not be tolerated.


FAIR AND HONEST DEALINGS WITH THE COMPANY


4. Conflicts of Interest


A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.

 

It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or a board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf.





Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with senior management or, if you are a director or other member of senior management, the Company’s outside legal counsel, Kimberly L. Graus, Esq.


Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described in Section 14 of this Code.


5. Corporate Opportunities


Employees, officers and directors are prohibited from taking for themselves personally, opportunities that are discovered through the use of corporate property, information or position, without the consent of the Board of Directors. No employee may use corporate property, information, or position for improper personal gain, and no employee may compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the company to advance its legitimate interests when the opportunity to do so arises.


6. Protection and Proper Use of Company Assets


All employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-company business, though incidental personal use may be permitted.

 

The obligation of employees to protect the Company’s assets extends to its proprietary information. Proprietary information includes intellectual property such as customer data or information, trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.


FAIR AND HONEST DEALINGS WITH COMPETITORS AND OTHERS

 

7. Competition and Fair Dealing


We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

 

To maintain the Company’s valuable reputation, compliance with our quality processes and safety requirements is essential. In the context of ethics, quality requires that our products and services reflect our ethical obligations. All operations must be conducted in accordance with all applicable regulations. Compliance with all regulations and laws of governing or regulatory agencies should be given priority over the opportunity to profit or gain competitive advantage.

 

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with suppliers and customers. No gift or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, i.e., it has a value of $50 or less, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts that you are not certain are appropriate.


8. Payments to Government Personnel


The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

 

In addition, the U.S. government has a number of laws and regulations regarding business gratuities that may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy, but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. The Company’s senior management or outside legal counsel can provide guidance to you in this area.



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9. Confidentiality


Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its suppliers and customers, except when disclosure is explicitly authorized or required by laws or regulations or approved by senior management. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, is disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends.


FAIR AND HONEST DISCLOSURE TO THE PUBLIC


10. Insider Trading


Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of the Company’s business. All non-public information about the Company should be considered confidential information. To use non-public information for the personal financial benefit or to “tip” others who might make and investment decision to buy or sell United People Power, Inc. stock on the basis of this information, is not only unethical but also illegal and subject to possible civil and criminal penalties. If you have any questions concerning this, please consult senior management or, if you are a director or other member of senior management, the Company’s outside legal counsel, Harold P. Gewerter, Esq.


11. Record Keeping


The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported. Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or the Human Resources Department.

 

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained.

 

 

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to the Company’s record retentions policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult senior management or, if you are a director or other member of senior management, the Company’s outside legal counsel, Kimberly L. Graus, Esq.

 

The Company has adopted specific procedures regarding the receipt, retention and treatment of complaints and concerns regarding accounting, internal accounting controls and auditing matters and the confidential submission by employees of concerns regarding questionable accounting or auditing matters. These procedures are set forth in Exhibit A.


12. Principal Executive, Financial and Accounting Officers


This Code of Ethics is intended and designed to promote full, fair, accurate, timely and understandable disclosure in the Company’s SEC filings and other public communications. The Company’s Principal Executive, Financial and Accounting Officers – consisting of the Chairman and President and the Chief Financial Officer, hold an especially important and elevated role in corporate governance. They are vested with both the responsibility and authority to protect, balance, and preserve the interests of all of the Company’s stakeholders, including shareholders, clients, employees, suppliers, and citizens of the communities in which business is conducted. The Principal Executive, Financial and accounting Officers fulfill this responsibility by prescribing and enforcing the policies and procedures employed in the operation of the Company’s financial organization, and by demonstrating the following:

 

The Principal Executive, Financial and Accounting Officers will exhibit and promote the highest standards of honest and ethical conduct through the establishment and operation of policies that:


·

Encourage professional integrity in all aspects of the financial organization, by eliminating inhibitions and barriers to responsible behavior, such as coercion, fear of reprisal, or alienation from the financial organization or the enterprise itself.

·

Prohibit and eliminate the occurrence of conflicts between what is in the bet interest of the enterprise and what could result in material personal gain for a member of the financial organization, including the Principal Executive, Financial and Accounting Officers.



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·

Provide a mechanism for members of the finance organization to inform senior management of deviations in practice from policies and procedures governing honest and ethical behavior.


The Principal Executive, Financial and Accounting Officers will establish and manage the enterprise transaction and reporting systems and procedures to ensure that:


·

Business transaction are properly authorized and completely and accurately recorded on the Company’s books and records in accordance with Generally Accepted Accounting Principles (GAAP) and established Company financial policy.

·

The retention or proper disposal of Company records are in accordance with applicable legal and regulatory requirements.

·

Periodic financial communications and reports are delivered in a manner that facilitates a high degree of clarity of content and meaning so that readers and users can determine their significance and consequence.


PROCEDURES FOR COMPLIANCE WITH THE CODE OF ETHICS


13. Compliance Procedures


We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:


·

Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.

·

Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense. If something seems unethical or improper, it probably is.

·

Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.

·

Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question and will appreciate being brought into the decision-making process. Remember that it is you supervisor’s responsibility to help solve problems.

·

Seek help from Company resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question, discuss it with senior management or the Chief Executive Officer or, if you are a director or other member of senior management, the Company’s outside legal counsel, Harold P. Gewerter, Esq.  If you prefer to write, address your concerns to President and Chief Executive Officer, United People Power, Inc., 656 Ave. A, Suite 22, Boulder City, NV 89005.

·

You may report ethical violations in confidence and without fear of retaliation. If your situation requires that you identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations.

·

Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.


14. Reporting Illegal or Unethical Behavior or Violations of this Code


Employees are encouraged to talk to supervisors, managers or other appropriate personnel about any observed illegal or unethical behavior, any violations of this Code of Ethics, and when in doubt about the best course of action in a particular situation. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct.


15. Waivers of the Code of Ethics

 

Any waiver of this Code for executive officers, directors, employees or consultants may be made only by the Board and will be promptly disclosed if and as required by law or stock exchange regulation.


* * * * *




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EXHIBIT A


PROCEDURES REGARDING COMPLAINTS ABOUT ACCOUNTING, INTERNAL ACCOUNTING CONTROLS AND AUDITING MATTERS AND THE ANONYMOUS SUBMISSION OF CONCERNS REGARDING QUESTIONABLE ACCOUNTING OR AUDITING MATTERS.


A. Receipt, Retention and Treatment of Complaints.


1. Receipt.


Any employee who either has a reportable matter or receives a complaint, whether from another employee or any other person, regarding accounting, internal accounting controls or auditing matters (a “Complaint”) shall promptly advise the Chief Executive Officer, or any member of the Audit Committee (or, if no Audit Committee has been established, any member of the Board of Directors) of the receipt and substance of the Complaint.

 

Promptly after the Chief Executive Officer is advised of such a Complaint, he or she shall inform the Chairperson of the Audit Committee (or Board of Directors) of the substance of the Complaint and forward to the Chairperson copies of any written or other documentation received in connection with the Complaint. Notwithstanding the requirement to inform the Chairperson, however, the Chief Executive Officer may elect not to so inform the Audit Committee (or Board of Directors) if he or she determines that the Complaint is frivolous or without merit.


2. Retention.


The Audit Committee (or Board of Directors) shall retain all writing and other documentation received in connection with a Complaint, in a secure area, for at least five (5) years from the receipt.


3. Treatment.


The Audit Committee (or Board of Directors) shall include the matters raised by the Complaint on the agenda for discussion at its next meeting following the date the Chairperson of the Audit Committee (or Board of Directors) receives notification of the Complaint from the Chief Executive Officer. If the Chairperson determines, in his or her reasonable judgment, that the matters raised in the Complaint should be addressed before the next regularly scheduled meeting of the Audit Committee (or Board of Directors), the Chairperson shall call a special meeting of the Audit Committee (or Board of Directors) to be held at a sooner time.

 

The Audit Committee (or Board of Directors) may invite the Chief Executive Officer and any other employees, as well as representatives of United People Power, Inc.’s independent auditors or its outside legal counsel, to attend all or a portion of the meeting at which a discussion of the Complaint is scheduled. In addition, the Audit Committee (or Board of Directors) may engage independent counsel and other advisors, as it may deem necessary, in evaluating and responding to the Complaint. At the meeting, the Audit Committee (or Board of Directors) shall discuss and evaluate the merits of the Complaint and authorize such responses and follow-up actions, if any, as it deems necessary and appropriate, to address the substance of the Complaint.


B. Employee Submissions.


Employees who have any concerns regarding questionable accounting or auditing matters should contact any member of the Audit Committee (or Board of Directors).

 

An employee who wishes to raise concerns anonymously may do so by submitting his or her concerns in writing to any member of the Audit Committee (or Board of Directors). Even if an employee submits concerns other than anonymously, the Audit Committee (or Board of Directors) will endeavor to protect the privacy and confidentiality of that employee to the extent possible. In any event, employees will not be subject to reprisal or public embarrassment for making good faith reports of concerns.

 

All concerns regarding questionable accounting or auditing matters will be treated in the same manner as Complaints received under Section A above (concerning receipt, retention and treatment of Complaints).


* * * * *




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Exhibit 23.1





CONSENT OF INDEPENDENT ACCOUNTANTS


The firm of Lynda R. Keeton CPA, LLC consents to the inclusion of this report dated November 21, 2011 accompanying the audited financial statements of United People Power, Inc. for the period ended August 15, 2011, in the Registration Statement of Form S-1, with the U.S. Securities and Exchange Commission.


We also consent to the reference to our firm under the heading of “Experts” in this registration statement.


/s/ Lynda R. Keeton CPA, LLC       


Lynda R. Keeton CPA, LLC

Henderson, NV


November 30, 2011




Exhibit 99.2


SALES AGENT AGREEMENT


This Sales Agent Agreement (the “Agreement”) is made as of the 1st day of Dec., 2011 by and among United People Power, Inc., a Nevada corporation (“United People Power”), and Underhill Securities Corp., a Nevada corporation (“USC”).


Recitals:

WHEREAS, United People Power wishes to retain on a non exclusive basis Underhill to act as selling agent for United People Power’s registered securities upon the effectiveness of United People Power’s registration statement to be filed with the SEC in Dec.. 2011; and,


WHEREAS, Underhill wishes to serve in such capacity.  


NOW, THEREFORE, in consideration of the below described compensation, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


Section 1.

Sales Agent.  Underhill agrees to act as non exclusive selling agent for United People Power’s registered securities upon the effectiveness of United People Power’s registration statement to be filed with the SEC in Dec. 2011.


Section 2.

Compensation.  Both parties agree that Underhills compensation shall be limited to an 8% sales commission per FINRA regulations


Section 3.

Term.  The term of this Agreement shall be 180 days from the effectiveness of United People Power’s registration statement which term may be extended an additional 180 days.   


Section 4.

Representations and Warranties of United People Power.  United People Power hereby represents and warrants to Underhill that the following representations are true and complete as of the date of this Agreement.


Section 5.1

Organization, Good Standing, Corporate Power and Qualification.  United People Power is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted.  United People Power is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect.  


Section 5.2

Authorization.  All corporate action required to be taken by United People Power’s Board of Directors in order to authorize United People Power to enter into this Agreement has been taken prior to or simultaneous with the date of this Agreement.  All action on the part of the officers of United People Power necessary for the execution and delivery of the Agreement, the performance of all obligations of United People Power under the Agreement to be performed prior to or as of the date of this Agreement, have been taken prior to execution of this Agreement.  The Agreement, when executed and delivered by United People Power, shall constitute valid and legally binding obligations of United People Power, enforceable against United People Power in accordance with its terms.


Section 5.3

Governmental Consents and Filings.  No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of United People Power in connection with the consummation of the transaction contemplated by this Agreement other than as disclosed in this Agreement.


Section 5.4

Litigation.  There is no claim, action, suit, proceeding, arbitration, complaint, charge, or investigation pending or to United People Power’s knowledge, currently threatened  against United People Power or any officer, director, or Key Employee of United People Power that questions the validity of the Agreement or the right of United People Power to enter into the Agreement, or to consummate the transactions contemplated by the Agreement.    


Section 5.5

Compliance with Other Instruments.  United People Power is not in violation or default (i) of any provisions of its Articles or Bylaws, (ii) of any instrument, judgment, order, writ, or decree, or (iii) under any lease, agreement, contract, or purchase order to which it is a party or by which it is bound or of any provision of federal or state statute, rule or regulation applicable to United People Power, the violation of which would adversely affect the business.  The execution, delivery, and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice a default under any such provision, instrument, judgment, order, writ, decree, contract, or agreement.





Section 6.

Representations and Warranties of USC.  USC hereby represents and warrants to United People Power that:


Section 6.1

Authorization.  USC has full power and authority to enter into the Agreement.  The Agreement to which such USC is a party, when executed and delivered by United People Power, will constitute valid and legally binding obligations of USC, enforceable in accordance with their terms.


Section 6.2

Indemnification and Hold Harmless.  United People Power, and its Affiliates, hereby agrees to indemnify and hold USC, its officers, directors, employees, independent contractors and shareholders, harmless from any and all liabilities, damages, business interruptions, delays, losses, claims, judgments or any kind whatsoever, including, all costs, attorneys’ fees, and expenses incidental thereto, which may be suffered by, or charge to USC related to the business activities of United People Power and its Affiliates.  USC shall have the sole right to select its legal representation and other advisors for matters related to this Section 8 which shall be paid solely by United People Power.


Section 6.3

Indemnification and Hold Harmless.  USC, and its Affiliates, hereby agrees to indemnify and hold United People Power, its officers, directors, employees, independent contractors and shareholders, harmless from any and all liabilities, damages, business interruptions, delays, losses, claims, judgments or any kind whatsoever, including, all costs, attorneys’ fees, and expenses incidental thereto, which may be suffered by, or charge to United People Power related to the business activities of USC and its Affiliates.  United People Power shall have the sole right to select its legal representation and other advisors for matters related to this Section 9 which shall be paid solely by USC.         


Section 7.

Miscellaneous.


Section 7.1

Survival of Warranties.  Unless otherwise set forth in this Agreement, the representations and warrants of United People Power or USC contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of any beneficiary of such representations and warranties, unless for any representation or warranty that any such beneficiary knew to be untrue.


Section 7.2

Transfer; Successors and Assigns.  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


Section 7.3

Governing Law.  This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Nevada as to matters within the scope thereof, without regard to its principles of conflicts of laws.


Section 7.4

Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


Section 7.5

Titles and Subtitles.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.


Section 7.6

Notices.  All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given:  (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.  All communications shall be sent to the respective parties at their address as set forth on the signature page, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 10.6.  


Section 7.7

Attorney’s Fees.  If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of any of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.



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Section 7.8

Amendments and Waivers.  Any term of this Agreement may be amended, terminated, or waived only with the written consent of both Lyon and USC.  


Section 7.9

Severability.  The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.


Section 7.10

Delays or Omissions.  No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.  All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.


Section 7.11

Entire Agreement.  This Agreement constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.


The parties have executed this Sales Agent Agreement as of the date first written above.


United People Power, Inc.

Underhill Securities Corp.


By: /s/ Dianna Hendricks           

By: /s/ Frank Underhill      

Dianna Hendricks, President

Frank Underhill, President




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