ITEM 1. DESCRIPTION OF BUSINESS
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking
statements. These statements relate to future events or our future financial performance. These statements often can be identified
by the use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking
statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment
as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors
beyond our control that could cause actual results and events to differ materially from historical results of operations and events
and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements
to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated
events.
As used in this annual report, the terms "we",
"us", "our", "the Company", mean ME RENEWABLE POWER CORPORATION, unless otherwise indicated.
All dollar amounts refer to US dollars unless
otherwise indicated.
Corporate History
ME Renewable Power Corporation (the "Company")
was incorporated in the State of Nevada under the name Jarex Solutions Corp. on October 28, 2014 ("Inception") and originally
intended to commence operations in the business Automatic Number Plate Recognition (“ANPR’) software development for
businesses which have parking zones or access control on their sites. Jarex Solutions Corp. intended to develop software and hardware
based on the ANPR technologies in Latvia. However, this business plan was never executed due to insufficient financing, among other
factors.
On April 18, 2016, Jaroslavna Tomas entered
into a stock purchase agreement with Microenergy Asia Pacific Limited wherein Jaroslavna Tomas agreed to sell all of the 6,000,000
shares of common stock of our company held by her in consideration for the aggregate purchase price of US$50,000. The sale of the
shares represents a change of control of our company. On April 18, 2016, we appointed Ka Sing Edmund Yeung as our president, secretary,
chief financial officer, treasurer and director. In addition, we appointed Anthony Williams as our chief executive officer. Concurrently,
our board of directors received and accepted the resignation of Jaroslavna Tomsa as our president, secretary, chief executive officer,
chief financial officer, treasurer and director.
On April 18, 2016, we appointed Ka Sing Edmund
Yeung as our president, secretary, chief financial officer, treasurer and director. In addition, we appointed Anthony Williams
as our chief executive officer.
On May 31, 2016, our board of directors approved
an agreement and plan of merger to merge with our wholly-owned subsidiary ME Renewable Power Corporation, a Nevada corporation,
to effect a name change from Jarex Solutions Corp. to ME Renewable Power Corporation. Our company will remain the surviving company.
ME Renewable Power Corporation was formed solely for the change of name.
On June 14, 2016, the Company merged with its
wholly-owned subsidiary ME Renewable Power Corporation, a Nevada corporation, and changed its name from Jarex Solutions Corp. to
ME Renewable Power Corporation. Articles of Merger to effect the merger and change of name were filed with the Nevada Secretary
of State on June 7, 2016, with an effective date of June 14, 2016. The Company intended to distribute green energy-saving and reusable
equipment and materials. The Company subsequently ceased these plans and is not currently engaged in any business operations. The
Company is seeking to consummate a merger or acquisition.
The name change became effective with the
Over-the-Counter Bulletin Board at the opening of trading on June 21, 2016. In addition to the change of name, our trading symbol
changed to MEPW. Our CUSIP number is 552745 101.
Effective December 1, 2016, Mr. Anthony
Williams resigned as our Chief Executive Officer and, if any, from all other offices of our company. Mr. Williams’ resignation
was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise. Concurrently,
our company appointed Ka Sing Edmund Yeung as our Chief Executive Officer, President, CFO, Secretary, Treasurer and as a Director.
Our officers and board of directors now solely consists of Mr. Yeung.
On January 31, 2020, one of the Company’s
shareholders made a motion and application to be appointed as custodian of the Company based on prior management abandoning its
responsibilities to continue making filings at the Nevada Secretary of State’s office and for failing to hold a shareholders’
meeting in over 4 years and otherwise failing to keep current in its obligations to the Company. Upon motion and application
to the District Court, Clark County Nevada, the Court granted the shareholder’s request and the shareholder was appointed
as custodian for the Company (“Custodian”). As Custodian of the Company, the shareholder was ordered to file an amendment
to the Company’s articles of incorporation which was filed in conformity with N.R.S. 78.347(4) and the shareholder was ordered
to have the Company’s charter reinstated in Nevada, to notice and hold a shareholder meeting; to provide a report to the
Court of the actions taken at the shareholder meeting; to identify and name a new registered agent in the State of Nevada; to reinstate
the Company in the State of Nevada; and the Custodian. In addition to the aforementioned items set forth in the Order Appointing
the Custodian, the Custodian was given the power and authority to take any action it deemed reasonable and for the benefit of the
Company and its shareholders. The Custodian is now in the process of meeting all of the requirements set forth in the Court
Order and filing a motion to terminate its services. Upon granting the motion, the Court will issue an Order acknowledging
that the Custodian has performed all of the duties that had been required of it and the management of the Company will revert exclusively
to the officers and directors appointed by the Custodian.
On May 20, 2020, the Custodian as an interim
officer acting on behalf of the Company, appointed Karina Garcia Peralta as President, Principal Executive Officer, Principal Financial
Officer, Director and Sole officer of the Company.
Our principal office address is located at:
Vista del vaque #13
la charcas Santiago, Dominican Republic
Current Business
In 2016, the Company merged with its wholly-owned
subsidiary ME Renewable Power Corporation, a Nevada corporation, and changed its name from Jarex Solutions Corp. to ME Renewable
Power Corporation. The Company intended to distribute green energy-saving and reusable equipment and materials. The Company subsequently
ceased these plans and is not currently engaged in any business operations. The Company is seeking to consummate a merger or acquisition.
ITEM 1A. RISK FACTORS
RISKS RELATED TO OUR BUSINESS
We have a history of losses and no revenues,
which raise substantial doubt about our ability to continue as a going concern.
For the year ended December 31, 2019 we have
incurred net losses of $6,640 and an accumulated deficit of $107,159. We can offer no assurance that we will ever operate profitably
or that we will generate positive cash flow in the future. In addition, our operating results in the future may be subject to significant
fluctuations due to many factors not within our control, such as the unpredictability of when we will successfully develop, acquire,
or commercialize any products or services, and competitive and general economic conditions.
Our company’s future operations will
be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence
of a significant operating history. No assurance can be given that we may be able to establish or sustain significant operations,
or operate on a profitable basis. We expect to continue to incur development costs and accrue losses for the foreseeable future.
Our history of losses and no revenues raise substantial doubt about our ability to continue as a going concern.
We have had negative cash flows from operations
since inception. We will require significant additional financing, the availability of which cannot be assured, and if our company
is unable to obtain such financing, our business may fail.
To date, we have had negative cash flows from
operations and have depended on sales of our equity securities and debt financing to meet our cash requirements. We may continue
to have negative cash flows. We have estimated that we will require approximately $8,000 to maintain nominal operations and fulfill
our public reporting obligations for the next twelve months. We will require significantly more capital to establish develop our
business and establish significant operations. There is no assurance that actual cash requirements will not exceed our estimates.
We will require additional financing to finance working capital and pay for operating expenses and capital requirements until we
achieve a positive cash flow.
We may not be able to obtain additional equity
or debt financing on acceptable terms as required. Even if financing is available, it may not be available on terms that are favorable
to us or in sufficient amounts to satisfy our requirements. Any additional equity financing may involve substantial dilution to
our then existing shareholders. If we require, but are unable to obtain, additional financing in the future, we may be unable to
implement our business plan and our growth strategies, respond to changing business or economic conditions, withstand adverse operating
results and compete effectively. More importantly, if we are unable to raise further financing when required, we may be forced
to scale down our operations and our ability to generate revenues may be negatively affected.
We have a limited operating history and
if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business
operations.
We have no history of revenues, no significant
operations, and no assets. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably.
Our success is significantly dependent on our abilities to develop or acquire and commercialize products or services. Our operations
will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the
absence of a significant operating history. We may be unable to develop or acquire any assets, or to establish significant operations.
We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises
in the development stage. If we are not able to establish operations or operate profitably, investors may lose some or all of their
investment in our company.
Our by-laws contain provisions indemnifying
our officers and directors against all costs, charges and expenses incurred by them.
|
Our by-laws contain provisions with respect to the indemnification of our officers and directors 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 or her in connection with any action, suit or proceeding to which they were made parties by reason of his or her being or having been one of our directors or officers. In the event that any of our officers or directors incurs any expenses, liability or loss resulting from any such action, suit or proceeding, we will be responsible for such expenses, liabilities, or losses, which could have a material adverse effect on our business and financial condition.
|
Our officers and director may be subject
to conflicts of interest
Our officers and directors provide their services
on a non-exclusive, part-time basis, and may therefore become subject to conflicts of interest resulting from their other activities.
Potential conflicts which may arise from these relationships include conflicts in deciding how much time to devote to our affairs,
as well as what business opportunities should be presented to us. Currently, we have no policy in place to address such conflicts
of interest. As a result, our business and results of operations could be materially adversely affected.
You may experience difficulties in effecting
service of legal process, enforcing foreign judgments or bringing original actions in China based on United States or other foreign
laws against us.
We formerly conducted operations in China.
In addition, our former sole director and officer was within China. As a result, it may not be possible to effect service of process
within the United States or elsewhere outside China upon such former directors or executive officers, including with respect to
matters arising under U.S. federal securities laws or applicable state securities laws. Moreover, our Chinese counsel has advised
us that China does not have treaties with the U.S. and many other countries that provide for the reciprocal recognition and enforcement
of judgment of courts. As a result, recognition and enforcement in China of judgments of a court of the U.S. or any other jurisdiction
in relation to any matter may be difficult or impossible.
RISKS RELATED TO OWNERSHIP OF OUR COMMON
STOCK
A decline in the price of our common stock
could affect our ability to raise further working capital, it may adversely impact our ability to continue operations and we may
go out of business.
A prolonged decline in the price of our common
stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because
we may attempt to acquire a significant portion of the funds we need in order to conduct our future operations through the sale
of equity securities, a decline in the price of our common stock could be detrimental to our liquidity and our operations because
the decline may cause investors to not choose to invest in our stock. If we are unable to raise the funds we require for all of
our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect
on our business plan and operations, including our ability to develop new products and continue our current operations. As a result,
our business may suffer and not be successful and we may go out of business. We also might not be able to meet our financial obligations
if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business.
If we issue additional shares in the future,
it will result in the dilution of our existing shareholders.
As of December 31, 2019, we are authorized
to issue up to 75,000,000 shares of common stock with a par value of $0.001. Our board of directors may choose to issue some or
all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such
shares will result in a reduction of the book value and market price of the outstanding shares of our common stock. If we issue
any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current
shareholders. Further, such issuance may result in a change of control of our company.
Our common stock is quoted on the OTC Markets
quotation system which may have an unfavorable impact on our stock price and liquidity.
Our common stock is quoted on the OTC Markets
electronic quotation system, which is a significantly more limited trading market than the NYSE MKT or The NASDAQ Stock Market.
The quotation of our shares on the OTC Markets may result in a less liquid market available for existing and potential stockholders
to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact
on our ability to raise capital in the future.
There is limited liquidity on the OTC Markets
quotation system which may result in stock price volatility and inaccurate quote information.
When fewer shares of a security are being traded
on the OTC Markets, volatility of prices may increase and price movement may outpace the ability to deliver accurate quote information.
Due to lower trading volumes in shares of our common stock, there may be a lower likelihood of one’s orders for shares of
our common stock being executed, and current prices may differ significantly from the price one was quoted at the time of one’s
order entry.
Our common stock is extremely thinly traded,
so you may be unable to sell at or near asking prices or at all if you need to sell your shares to raise money or otherwise desire
to liquidate your shares.
Currently, our common stock is quoted in the
OTC Markets electronic quotation system and future trading volume may be limited by the fact that many major institutional investment
funds, including mutual funds, as well as individual investors follow a policy of not investing in OTC Markets stocks and certain
major brokerage firms restrict their brokers from recommending OTC Markets stocks because they are considered speculative, volatile
and thinly traded. The OTC market is an inter-dealer market much less regulated than the major exchanges and our common stock is
subject to abuses, volatility and shorting. Thus, there is currently no broadly followed and established trading market for our
common stock. An established trading market may never develop or be maintained. Active trading markets generally result in lower
price volatility and more efficient execution of buy and sell orders. Absence of an active trading market reduces the liquidity
of the shares traded there.
Our common stock is subject to price volatility
unrelated to our operations.
The trading volume of our common stock has
been and may continue to be extremely limited and sporadic. As a result of such trading activity, the quoted price for our common
stock on the OTC Markets may not necessarily be a reliable indicator of its fair market value. Further, if we cease to be quoted,
holders would find it more difficult to dispose of our common stock or to obtain accurate quotations as to the market value of
our common stock and as a result, the market value of our common stock likely would decline.
We expect the market price of our common stock
to fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth,
quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions
in the economy and the financial markets or other developments affecting our competitors or ourselves. In addition, the OTC Markets
is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price
of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our
common stock.
We are subject to penny stock regulations
and restrictions and you may have difficulty selling shares of our common stock.
We are subject to the provisions of Section
15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the “penny stock rule.” Section 15(g) sets forth
certain requirements for transactions in penny stock, and Rule 15g-9(d) incorporates the definition of “penny stock”
that is found in Rule 3a51-1 of the Exchange Act. The SEC generally defines a penny stock to be any equity security that has a
market price less than $5.00 per share, subject to certain exceptions. We will be subject to the SEC’s penny stock rules.
Since our common stock may be deemed
to be penny stock, trading in the shares of our common stock is subject to additional sales practice requirements on broker-dealers
who sell penny stock to persons other than established customers and accredited investors. “Accredited investors” are
persons with assets in excess of $1,000,000 (excluding the value of such person’s primary residence) or annual income exceeding
$200,000 or $300,000 together with their spouse. For transactions covered by these rules, broker-dealers must make a special suitability
determination for the purchase of such security and must have the purchaser’s written consent to the transaction prior to
the purchase. Additionally, for any transaction involving a penny stock, unless exempt the rules require the delivery, prior to
the first transaction of a risk disclosure document, prepared by the SEC, relating to the penny stock market. A broker-dealer also
must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the
securities.
Finally, monthly statements must be sent disclosing
recent price information for the penny stocks held in an account and information to the limited market in penny stocks. Consequently,
these rules may restrict the ability of broker-dealer to trade and/or maintain a market in our common stock and may affect the
ability of the Company’s stockholders to sell their shares of common stock.
There can be no assurance that our shares of
common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock was exempt from the Penny
Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any
person from participating in a distribution of penny stock if the SEC finds that such a restriction would be in the public interest.
The Financial Industry Regulatory Authority,
or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock.
In addition to the "penny stock"
rules described above, FINRA has adopted rules that 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 your ability to buy and sell our stock and have an adverse effect on the market for our shares.
Because we do not intend to pay dividends,
stockholders will benefit from an investment in our common stock only if it appreciates in value.
We have never declared or paid any cash dividends
on common stock. For the foreseeable future, it is expected that earnings, if any, generated from our operations will be used to
finance the growth of our business, and that no dividends will be paid to holders of our common stock. As a result, the success
of an investment in our common stock will depend upon any future appreciation in its value. There is no guarantee that our common
stock will appreciate in value.
Certain provisions of our Certificate of
Incorporation and Bylaws and Nevada law make it more difficult for a third party to acquire us and make a takeover more difficult
to complete, even if such a transaction were in the stockholders’ interest.
Our Certificate of Incorporation and Bylaws
and certain provisions of Nevada State law could have the effect of making it more difficult or more expensive for a third party
to acquire, or from discouraging a third party from attempting to acquire, control of the Company, even when these attempts may
be in the best interests of our stockholders. These provisions may have the effect of delaying, deferring or preventing a change
in our control.
Our principal shareholder owns approximately
81% Of Our Outstanding Common Stock And May Be Able To Control Our Management And Affairs.
As of March 22, 2016, our principal shareholder
beneficially owned an aggregate of approximately 81.36% of our outstanding common stock. As a result, our principal shareholder,
may be able to control our management and affairs, including the election of directors and approval of significant corporate transactions,
such as mergers, consolidation, and sale of all or substantially all of our assets. Consequently, this concentration of ownership
may have the effect of delaying or preventing a change of control, including a merger, consolidation or other business combination
involving us, even if such a change of control would benefit our stockholders. It could also deprive our shareholders 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.
In deciding how to vote on such matters, those shareholders’ interests may conflict with yours. Compliance with the reporting
requirements of federal securities laws can be expensive.
We are subject to the information and reporting
requirements of the Exchange Act and other federal securities laws, and the compliance obligations of the Sarbanes-Oxley Act. The
costs of preparing and filing annual and quarterly reports and other information with the SEC and furnishing audited reports to
stockholders are substantial. In addition, we will incur substantial expenses in connection with the preparation of registration
statements and related documents with respect to the registration of resale of the Common Stock.
Applicable regulatory requirements, including
those contained in and issued under the Sarbanes-Oxley Act, may make it difficult for us to retain or attract qualified officers
and directors, which could adversely affect the management of its business and its ability to obtain or retain listing of our Common
Stock.
We may be unable to attract and retain those
qualified officers, directors and members of board committees required to provide for effective management because of the rules
and regulations that govern publicly held companies, including, but not limited to, certifications required by principal executive
officers. The enactment of the Sarbanes-Oxley Act has resulted in the issuance of a series of related rules and regulations and
the strengthening of existing rules and regulations by the SEC, as well as the adoption of new and more stringent rules by the
stock exchanges. The perceived increased personal risk associated with these changes may deter qualified individuals from accepting
roles as directors and executive officers.
Further, some of these changes heighten the
requirements for board or committee membership, particularly with respect to an individual’s independence from the corporation
and level of experience in finance and accounting matters. We may have difficulty attracting and retaining directors with the requisite
qualifications. If we are unable to attract and retain qualified officers and directors, the management of our business and our
ability to obtain or retain listing of our shares of Common Stock on any stock exchange (assuming we elect to seek and are successful
in obtaining such listing) could be adversely affected.
If we fail to maintain an effective system
of internal controls, we may not be able to accurately report our financial results or detect fraud. Investors could lose confidence
in our financial reporting and this may decrease the trading price of our Common Stock.
We must maintain effective internal controls
to provide reliable financial reports and detect fraud. We have been assessing our internal controls to identify areas that need
improvement. Failure to maintain an effective system of internal controls could harm our operating results and cause investors
to lose confidence in our reported financial information. Any such loss of confidence would have a negative effect on the trading
price of our Common Stock.
The price of our common stock may become
volatile, which could lead to losses by investors and costly securities litigation.
The trading price of our common stock may be
highly volatile and could fluctuate in response to factors such as:
|
●
|
actual or anticipated variations in our operating results;
|
|
●
|
announcements of developments by us or our competitors;
|
|
●
|
changes in the industries in which we operate;
|
|
●
|
regulatory actions regarding our products;
|
|
●
|
announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
|
|
●
|
adoption of new accounting standards affecting the industries in which we operate;
|
|
●
|
additions or departures of key personnel;
|
|
●
|
introduction of new products by us or our competitors;
|
|
●
|
sales of the our Common Stock or other securities in the open market; and
|
|
●
|
other events or factors, many of which are beyond our control.
|