U.S. SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A





x        ANNUAL REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934: FOR THE FISCAL YEAR ENDED MAY 31, 2010





o        TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934





For the transition period from _______________ through _______________





TURKPOWER CORPORATION


(Name of small business in its charter)





Delaware
26-2524571(State or other jurisdiction of incorporation)
(IRS employer ID Number)





100 Park Avenue Suite 1600


New York, New York 10017


(212) 984-0628


(Address and Telephone Number including area code


of registrant’s principal executive offices):





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:   Yes oNo x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes oNo x





Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes xNo o





Check whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months ( or for such shorter period that the registrant was required to submit and post such files.  Yes oNox  (Not required by smaller reporting companies)





Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x





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





Large Accelerated Filer o
Accelerated Filer o
Non-Accelerated Filer o
Smaller Reporting Company x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes oNo x





State issuer’s revenues for its most recent fiscal year. $0.00










As of October 1, 2010, the aggregate market value of the shares of common stock held by non-affiliates (computed by reference to the most recent offering price of such shares) was $23,522,000.





As of October 1, 2010, there were 112,575,000 shares of common stock issued and outstanding.





Explanatory Note:The Registrant is filing this Form 10-K/A since the original Form 10-k filed on September 13, 2010 contained financial statements which were not audited by the Registrant’s independent public accountants and did not contain the report of the Registrant’s independent public accountant or its prior independent public accountant. The financial statements contained within this Form 10-K/A have been audited by the Registrant’s independent public accountants and contains reports of the Registrant’s independent public accountant or its prior independent public accountant. Additionally, the original 10-K was filed with incomplete information and prior to the completion of the Company’s post closing entries.  As a result, substantial changes have been made to the entire document.





TABLE OF CONTENTS





PagePART IItem 1.
Description of Business
1Item 1A.
Risk Factors
2Item 2.
Properties
8Item 3.
Legal Proceedings
9Item 4.
(Removed and Reserved)
9PART IIItem 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
9Item 6.
Selected Financial Data
10Item 7.
Management’s Discussion and Analysis of Plan of Operation
10Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
14Item 8.
Financial Statements and Supplementary Data
15Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
F-15Item 9A(T).
Controls and Procedures
F-15Item9B.
Other Information
F-16PART IIIItem 10.
Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
F-17Item 11.
Executive Compensation
F-18Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
F-19Item 13.
Certain Relationships and Related Transactions
F-20Item 14.
Principal Accountant Fees and Services
F-20PART IVItem 15.
Exhibits, Financial Statement Schedules
F-20Signatures
F-21Certifications


Table of Contents


PART I





ITEM 1. DESCRIPTION OF BUSINESS





Special Cautionary Notice Regarding Forward-Looking Statements





This Report contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act) and the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Various matters discussed in this document and in documents incorporated by reference herein, including matters discussed under the caption “Plan of Operation,” may constitute forward-looking statements for purposes of the Securities Act and the Exchange Act. These statements are based on many assumptions and estimates and are not guarantees of future performance and may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of TurkPower Corporation (the “Company” or “TurkPower ”) to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” and similar expressions are intended to identify such forward-looking statements. The Company’s actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation:





Overview





References in this Report to "TurkPower ," "we," "our," "us,” "Registrant,”  and the "Company" refer to TurkPower Corporation.


Organizational History.





TurkPower was incorporated in the State of Delaware on November 4, 2004 as Global Ink Supply Company and was organized for the purpose of forming a vehicle to pursue a business combination.  On May 11, 2010, an amendment was filed with the Secretary of State of Delaware to change the name of the Company to TurkPower Corporation.  At this time, the Company is engaged in the business of energy consulting and development, as well as mining exploration and operation in Turkey.





Business of the Company.





TurkPower is a Turkish-American consulting and service operations firm with a strong focus on the booming Turkish energy market.  TurkPower offers its domestic and international clients consulting services and acts as a full service operator for wind, hydro, solar, coal and geothermal energy parks in Turkey. In addition to its energy business, TurkPower aims to increase its involvement in the Turkish mining industry by acquiring and consolidating operational mines with proven reserves of iron ore, utilizing economies of scale to increase returns.





TurkPower decrees over substantial industry alliances and contacts in the Turkish energy and infrastructure sectors and offers those comprehensive resources in tailor-made solutions to its clients and partners. The Company also provides due diligence and consulting services to financial institutions, government and non-governmental agencies, as well as energy and infrastructure firms who seek energy market analysis and reports, and independent project feasibility studies.


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TurkPower offers its clients and partners the consulting services in the Turkish energy sector, with a focus on the renewable energies such as wind, hydro, solar and geothermal. Consulting services include all aspects from tendering, planning, design, engineering to management, such as:





·
Renewable Energy License Tendering


·
Energy License Evaluation and Purchasing


·
Project and Resource Assessments


·
Engineering Assessments


·
Environmental Assessment and Permitting


·
Project Management Consulting


·
Total Project and Construction Consulting


·
Interconnection Assessments and Consulting





TurkPower brings together a broad range of expert services that concentrate on effective project ramp up and optimization of power plant operations in the fields of wind, hydro and solar energy in Turkey. It is TurkPower ‘s core objective to create value by utilizing our management’s industry contacts, experience and expertise to the sole benefit of our clients and their energy plants.





TurkPower’s full range of operational and management services allows energy park owners and investors to fully outsource all operational tasks and treat the plant as a financial investment rather than an operational venture with all involving personnel, administration, governmental and other duties and responsibilities. TurkPower also designs, develops and implements small to large size turnkey energy projects for clients who wish to handle operations after the plant is operational and connected to the grid.





·
Operation & Management including Major Maintenance


·
Operation & Management Oversight Services


·
Mobilization, Staffing, Training, Startup and Commissioning Services


·
Day-to-Day Operations and Routine Maintenance


·
Parts, Tooling and Supplies


·
Equipment Service and Repair


·
Utilization of Local and Remote Monitoring and Diagnostics


·
Site Training, Documentation and Procedure Development


·
Engineering and Technical Support


·
Reliable, Safe and Economic Plant Operation


·
Reduced Costs through Strategic Alliance with Global Suppliers


·
Favorable Debt Financing through Alliance with Financial Institutions


·
Fixed Service Operations Pricing with Performance Based Pricing Component


·
Risk Mitigation and Cost Containment








ITEM 1A - RISK FACTORS





Risks Related to Our Business





IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.


We need to obtain additional financing in order to complete our business plan. We are not currently generating operating cash flows. We do not have any arrangements for financing and we may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor acceptance of mineral claims and investor sentiment. These factors may adversely affect the timing, amount, terms, or conditions of any financing that we may obtain or make any additional financing unavailable to us.


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FLUCTUATIONS IN OUR OPERATING RESULTS AND ANNOUNCEMENTS AND DEVELOPMENTS CONCERNING OUR BUSINESS AFFECT OUR STOCK PRICE.





Our quarterly operating results, the number of stockholders desiring to sell their shares, changes in general economic conditions and the financial markets, the execution of new contracts and the completion of existing agreements and other developments affecting us, could cause the market price of our common stock to fluctuate substantially.





WE ARE INVESTING HEAVILY IN CONSULTING AND SERVICING IN THE WIND POWER INDUSTRY WITH NO ASSURANCE THAT A SUBSTANTIAL MARKET FOR WIND POWER WILL EVER DEVELOP.





Our business is based on the assumption that wind power will become a more significant source of power in Turkey and elsewhere.  We cannot assure you that wind power will ever become a significant source of energy in Turkey. Since our growth plan is based on consulting and serving that industry, our business will be impaired if the market for wind power generation equipment does not develop.





BECAUSE WE FACE INTENSE COMPETITION FROM OTHER COMPANIES MANY OF WHICH HAVE GREATER RESOURCES THAN WE DO, WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY AND WE MAY LOSE OR BE UNABLE TO GAIN MARKET SHARE.





The markets for our services are intensely competitive. Many of our competitors have established more prominent market positions, and if we fail to attract and retain customers and establish successful distribution networks in our target markets for our products, we will be unable to increase our sales. Many of our existing and potential competitors have substantially greater financial, technical, manufacturing and other resources than we do. Our competitors’ greater size in some cases provides them with a competitive advantage with respect to manufacturing costs because of their economies of scale and their ability to purchase raw materials at lower prices, as well as securing supplies at times of shortages. Many of our competitors also have greater brand name recognition, more established distribution networks and larger customer bases. In addition, many of our competitors have well-established relationships with our current and potential distributors and have extensive knowledge of our target markets. As a result, they may be able to devote greater resources to the research, development, promotion and sale of their products or respond more quickly to evolving industry standards and changes in market conditions than we can. Our failure to adapt to changing market conditions and to compete successfully with existing or new competitors may materially and adversely affect our financial condition and results of operations.





THE SUCCESS OF OUR BUSINESSES WILL DEPEND ON OUR ABILITY TO EFFECTIVELY DEVELOP AND IMPLEMENT STRATEGIC BUSINESS INITIATIVES.





We are currently implementing various strategic business initiatives. In connection with the development and implementation of these initiatives, we will incur additional expenses and capital expenditures to implement the initiatives. The development and implementation of these initiatives also requires management to divert a portion of its time from day-to-day operations. These expenses and diversions could have a significant impact on our operations and profitability, particularly if the initiatives included in any new initiative proves to be unsuccessful. Moreover, if we are unable to implement an initiative in a timely manner, or if those initiatives turn out to be ineffective or are executed improperly, our business and operating results would be adversely affected.


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IF WE ARE UNABLE TO MAKE NECESSARY CAPITAL INVESTMENTS OR RESPOND TO PRICING PRESSURES, OUR BUSINESS MAY BE HARMED.





In order to remain competitive, we need to invest in research and development, manufacturing, customer service and support, and marketing. From time to time we also have to adjust the prices of our products to remain competitive. We may not have available sufficient financial or other resources to continue to make investments necessary to maintain our competitive position.





OUR BUSINESS DEPENDS SUBSTANTIALLY ON THE CONTINUING EFFORTS OF OUR EXECUTIVE OFFICERS AND OUR ABILITY TO MAINTAIN A SKILLED LABOR FORCE, AND OUR BUSINESS MAY BE SEVERELY DISRUPTED IF WE LOSE THEIR SERVICES.





Our future success depends substantially on the continued services of our executive officers, especially Mr. Aykut Ferah, our Chief Financial officer and Chief Executive Officer. We do not maintain key man life insurance on any of our executive officers. If one or more of our executive officers are unable or unwilling to continue in their present positions, we may not be able to replace them readily, if at all. Therefore, our business may be severely disrupted, and we may incur additional expenses to recruit and retain new officers. In addition, if any of our executives joins a competitor or forms a competing company, we may lose some of our customers.





IF WE ARE UNABLE TO ATTRACT, TRAIN AND RETAIN TECHNICAL AND FINANCIAL PERSONNEL, OUR BUSINESS MAY BE MATERIALLY AND ADVERSELY AFFECTED.





Our future success depends, to a significant extent, on our ability to attract, train and retain technical and financial personnel. Recruiting and retaining capable personnel, particularly those with expertise in our chosen industries, are vital to our success. There is substantial competition for qualified technical and financial personnel, and there can be no assurance that we will be able to attract or retain our technical and financial personnel. If we are unable to attract and retain qualified employees, our business may be materially and adversely affected.





TURKPOWER  IS CONTROLLED BY ITS PRINCIPAL STOCKHOLDERS.





Our principal stockholders, Ryan Hart, Aykut Ferah and Icor Resources, Inc. (collectively the “Principal Stockholders”) currently owns in the aggregate 36,000,000 of the 112,575,000 outstanding shares of TurkPower’s common stock, $0.0001 par value. As a result, the Principal Stockholders control our operations and will have the ability to control all of the matters submitted to stockholders for approval, including:





•
amendment of our certificate of incorporation and by-laws;


•
election of our board of directors;


•
removal of any directors; and


•
adoption of measures that could delay or prevent a change of control or impede a merger, business combination or similar transaction.





Our Principal Stockholder’s ownership may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for our common stock.


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TURKPOWER MAY BE SUBJECT TO FURTHER GOVERNMENT REGULATION WHICH WOULD ADVERSELY AFFECT ITS OPERATIONS.





Although we will be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended ( the “Investment Company Act”), since we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the Investment Company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences. In addition, we currently produces no products or services, therefore, it is not presently subject to any governmental regulation in this regard. However, in the event that we engage in a merger or acquisition transaction with an entity that engages in such activities, it will become subject to all governmental approval requirements to which the merged or acquired entity is subject.





TURKPOWER  HAS NEVER PAID DIVIDENDS ON ITS COMMON STOCK AND DOES NOT INTEND TO PAY ANY DIVIDENDS IN THE NEAR FUTURE.





We have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.





WE HAVE HAD LOSSES SINCE OUR INCEPTION. WE EXPECT LOSSES TO CONTINUE IN THE FUTURE AND THERE IS A RISK WE MAY NEVER BECOME PROFITABLE.


We have incurred operating losses of $511,149 during the year ended May 31, 2010.  We expect to continue to incur significant operating expenses as we maintain our consulting and services. Our operating expenses have been and are expected to continue to outpace revenues and result in significant losses in the near term. We may never be able to reduce these losses, which will require us to seek additional debt or equity financing. If such financing is available, of which there can be no assurance, you may experience significant additional dilution.





WE HAVE A LIMITED OPERATING HISTORY. THERE CAN BE NO ASSURANCE THAT WE WILL BE SUCCESSFUL IN GROWING OUR GOLD AND OTHER MINERAL EXPLORATION ACTIVITIES.


We have a limited history of operations. As a result, there can be no assurance that we will be successful in our consulting and service operations for wind, hydro, solar, coal and geothermal energy parks in Turkey,  and acquisition of operational mines with proven reserves. Our success to date in entering into ventures to acquire mineral properties is not indicative that we will be successful in entering into any further ventures. Any potential for future growth in our mineral exploration activities will place additional demands on our executive officers, and any increased scope of our operations will present challenges due to our current limited management resources. Our future performance will depend upon our management and their ability to locate and negotiate additional exploration opportunities in which we are solely involved or participate in as a joint venture partner. There can be no assurance that we will be successful in our efforts. Our inability to locate additional opportunities, to hire additional management and other personnel, or to enhance our management systems, could have a material adverse effect on our results of operations. There can be no assurance that our operations will be profitable.


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YOU MAY SUFFER SIGNIFICANT DILUTION IF WE RAISE ADDITIONAL CAPITAL.





If we need to raise additional capital to expand or continue operations, it may be necessary for us to issue additional equity or convertible debt securities. If we issue equity or convertible debt securities, the net tangible book value per share may decrease, the percentage ownership of our current stockholders would be diluted, and any equity securities we may issue may have rights, preferences or privileges senior or more advantageous to our common stockholders.








Risks related to Our Common Stock





THERE IS NO ACTIVE TRADING MARKET FOR OUR COMMON STOCK.


Our common stock is quoted on the Pink Sheets, and we are currently in the process of seeking to reestablish quotation of our common stock on the Over the Counter Bulletin Board quotation service. However, currently, there is no active trading market for any of our securities, and we cannot assure you that a market for our stock will develop. Consequently, our shareholders may not be able to use their shares for collateral or loans and may not be able to liquidate at a suitable price in the event of an emergency. In addition, our shareholders may not be able to resell their shares at or above the price they paid for them or may not be able to sell the shares at all. Accordingly, there can be no assurance as to the liquidity of any markets that may develop for the securities, the ability of holders of the securities to sell their securities, or the prices at which holders may be able to sell their securities.


THE SHARES OF COMMON STOCK ELIGIBLE FOR FUTURE SALE COULD NEGATIVELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.


The Company has approximately a total of 112,575,000 shares of Common Stock issued and outstanding. If the Company's stockholders sell substantial amounts of the Company's common stock in the public market, including shares issued upon the exercise of outstanding options or warrants, the market price of its common stock could fall. These sales also may make it more difficult for the Company to sell equity or equity-related securities in the future at a time and price that the Company deems reasonable or appropriate. Stockholders who have been issued shares in the Acquisition will be able to sell their shares pursuant to Rule 144 under the Securities Act of 1933, beginning one year after the stockholders acquired their shares.


OUR COMMON STOCK MAY BE DEEMED TO BE A PENNY STOCK AND, AS SUCH, WE ARE SUBJECT TO THE RISKS ASSOCIATED WITH “PENNY STOCKS”. REGULATIONS RELATING TO “PENNY STOCKS” LIMIT THE ABILITY OF OUR SHAREHOLDERS TO SELL THEIR SHARES AND, AS A RESULT, OUR SHAREHOLDERS MAY HAVE TO HOLD THEIR SHARES INDEFINITELY.


We are seeking to restablish the quotation of our common stock on the Over the Counter Bulletin Board quotation service.  The Over the Counter Market is generally considered to be a less efficient market than markets such as NASDAQ or other national exchanges, and may cause difficulty in obtaining future financing. Furthermore, our common stocks may be deemed to be “penny stock” as that term is defined in Regulation Section “240.3a51 -1” of the Securities and Exchange Commission (the “SEC”). Penny stocks are stocks: (a) with a price of less than U.S. $5.00 per share; (b) that are not traded on a “recognized” national exchange; (c) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ -where listed stocks must still meet requirement (a) above); or (d) in issuers with net tangible assets of less than U.S. $2,000,000 (if the issuer has been in continuous operation for at least three years) or U.S. $5,000,000 (if in continuous operation for less than three years), or with average revenues of less than U.S. $6,000,000 for the last three years.


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Section “15(g)” of the United States Securities Exchange Act of 1934, as amended, and Regulation Section “240.15g(c) 2” of the SEC require broker dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor’s account. Potential investors in the Company’s common shares are urged to obtain and read such disclosure carefully before purchasing any common shares that are deemed to be “penny stock”.





Moreover, Regulation Section “240.15g -9” of the SEC requires broker dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker dealer to: (a) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (b) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (c) provide the investor with a written statement setting forth the basis on which the broker dealer made the determination in (ii) above; and (d) receive a signed and dated copy of such statement from the investor confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for investors in the Company’s common shares to resell their common shares to third parties or to otherwise dispose of them. Stockholders should be aware that, according to Securities and Exchange Commission Release No. 34-29093, dated April 17, 1991, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:





(i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;





(ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;





(iii) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons;





(iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and





(v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses.





Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.





AS AN ISSUER OF “PENNY STOCK” THE PROTECTION PROVIDED BY THE FEDERAL SECURITIES LAWS RELATING TO FORWARD LOOKING STATEMENTS DOES NOT APPLY TO US.





Although the federal securities law provides a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, if we are a penny stock we will not have the benefit of this safe harbor protection in the event of any claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.


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FAILURE TO ACHIEVE AND MAINTAIN EFFECTIVE INTERNAL CONTROLS IN ACCORDANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND OPERATING RESULTS AND STOCKHOLDERS COULD LOSE CONFIDENCE IN OUR FINANCIAL REPORTING.





Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed. We may be required in the future to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires increased control over financial reporting requirements, including annual management assessments of the effectiveness of such internal controls and a report by our independent certified public accounting firm addressing these assessments. Failure to achieve and maintain an effective internal control environment, regardless of whether we are required to maintain such controls could also cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our stock price.





SHARES ELIGIBLE FOR FUTURE SALE, IF AT ALL, MAY ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK, AS THE FUTURE SALE OF A SUBSTANTIAL AMOUNT OF OUR RESTRICTED STOCK IN THE PUBLIC MARKETPLACE COULD REDUCE THE PRICE OF OUR COMMON STOCK.





From time to time, certain of our stockholders may be eligible, if at all, to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act (“Rule 144”), subject to certain limitations. In general, pursuant to Rule 144, a stockholder (or stockholders whose shares are aggregated) who has satisfied a one-year holding period may, under certain circumstances, sell within any three-month period a number of securities which does not exceed the greater of 1% of the then outstanding shares of common stock or the average weekly trading volume of the class during the four calendar weeks prior to such sale. Rule 144 also permits, under certain circumstances, the sale of securities, without any limitations, by a non-affiliate of our company that has satisfied a two-year holding period. Any substantial sale of common stock pursuant to Rule 144 or pursuant to any resale prospectus may have an adverse effect on the market price of our securities.





WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FUTURE. ANY RETURN ON INVESTMENT MAY BE LIMITED TO THE VALUE OF THE COMPANY’S STOCK.


We do not anticipate paying cash dividends on our stock in the foreseeable future. The payment of dividends on our stock will depend on our earnings, financial condition and other business and economic factors affecting us at such time as the board of directors may consider relevant. If we do not pay dividends, its stock may be less valuable because a return on your investment will only occur if our stock price appreciates.





ITEM2 - PROPERTIES





We neither rent nor own any properties. We utilize the office space and equipment of our officer and director at no cost. Management estimates such amounts to be immaterial. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.


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ITEM 3 - LEGAL PROCEEDINGS





The Company is not aware of any material, existing or pending legal proceedings against TurkPower Corporation, nor is it involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of its directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.





Presently, there are not any material pending legal proceedings to which we are a party or as to which any of our property is subject, and no such proceedings are known to us to be threatened or contemplated against us.








ITEM 4 – (REMOVED AND RESERVED)








ITEM5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES





(a) Market Information. Our common stock is quoted on the Pink Sheets, and we are currently in the process of seeking to reestablish quotation of our common stock on the Over the Counter Bulletin Board quotation service. In the event we succeed and our quotation is reestablished, the Company will be listed on the Over-the-Counter Bulletin Board (OTCBB) under the ticker symbol “GBIKD.”





For the periods indicated, the following table sets forth the high and low bid prices per share of our common stock. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.





High


LowFiscal Year 2010 (June 1, 2009 – May 31, 2010)First quarter (June 1, 2009 – August 31, 2009)

$
0


$
0Second quarter (September 1, 2009 – November 30, 2009)

$
0


$
0Third quarter (December 1, 2009 – February 28, 2010)

$
0


$
0Fourth quarter (March 1, 2010 – May 31, 2010)

$
.55


$
.15Year 2009 June 1, 2008 – May 31, 2009)First quarter (June 1, 2008 – August 31, 2008)

$
0


$
0Second quarter (September 1, 2008 – November 30, 2008)

$
0


$
0Third quarter (December 1, 2008 – February 28, 2009)

$
0


$
0Fourth quarter (March 1, 2009 – May 31, 2009)

$
0


$
0








(b) Holders. As of October 1, 2010, there were approximately 48 record holders of 112,575,000 shares of our Common Stock.





(c) Dividends. We have not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of our business.


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(d) Securities Authorized for Issuance Under Equity Compensation Plans.  We currently do not have any stock option or equity compensation plans or arrangements.





Recent Sales of Unregistered Securities





For year ending May 31, 2010, the Company offered and sold an aggregate of $800,000 of units comprised of convertible debentures and the Company’s Common Stock for the purchase price of $50,000 per unit.  Each unit was comprised of 50,000 shares of the Company’s Common Stock and a debenture in the principal amount of $50,000, with interest at the rate of 18% and convertible into shares of the Company’s Common Stock at the rate of $0.25 per share.





For the year ended May 31, 2010, the Company also sold common stock for cash for $656,250.





On December 7, 2009, Emmanuel Strategic Partners, Inc. sold a total of 64,900,000 shares of the Registrant’s common stock pursuant to a Stock Purchase Agreement, which resulted in a change of control with respect to the Registrant’s stock ownership and two additional directors were appointed to the Registrant.





Purchases of Equity Securities by the Issuer and Affiliated Purchasers





We did not purchase any of our shares of Common Stock or other securities during our fiscal year ended May 31, 2010.








ITEM 6 – SELECTED FINANCIAL DATA





Not applicable for smaller reporting companies.








ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIO N AND RESULTS OF OPERATIONS.





The following discussion should be read in conjunction with the information contained in the consolidated financial statements of the Company and the notes thereto appearing elsewhere herein and in conjunction with the Management's Discussion and Analysis of Financial Condition and Results of Operations set forth in (1) the Company's Annual Report on Form 10-K for the year ended May 31, 2010. Readers should carefully review the risk factors disclosed in this Form 10-K and other documents filed by the Company with the SEC.





FORWARD LOOKING STATEMENTS





The following discussion and plan of operations should read in conjunction with the financial statements and the notes to those statements included in this annual report. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs and involve risks, uncertainties and assumptions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and under the headings “Risk Factors” and “Forward-Looking Statements.”


10
 Table of Contents


LIQUIDITY AND CAPITAL RESOURCES





We have funded our operations through financing activities consisting primarily of  private placements of debt and equity with outside investors. Our principal use of funds has been for long-term deposits in connection with the potential acquisition of shares of an entity, and for the operating expenses of the Company.





Liquidity and Capital Resources during the year ended May 31, 2010 compared to the year ended May 31, 2009.





During the year ended May 31, 2010, the Company issued $656,250 of equity securities and $800,000 of  convertible debentures to outside investors.  The Company also obtained a short term note from a third party for 450,000 euros ($555,692 as of May 31, 2010).





During the year ended May 31, 2009, the Company received $1,450 of contributions to capital.





Liquidity and Capital Resource Plan for the year ending May 31, 2011





During the year ending May 31, 2011, the Company intends to fund its operations by raising proceeds from its current equity financing which will enable it to expand its services. It is anticipated that this will generate additional working capital for the Company. In addition to its current equity financing, the Company is pursuing working capital debt financing as well as project-specific debt financing to develop its alternative energy projects for sale or lease to customers. However, no assurance can be given that any such financing that the Company is pursuing will be available to us on favorable terms, if at all, and this may severely impact our current operations and delay the development of our alternative energy projects until additional funds are received by the Company.





RESULTS OF OPERATIONS





Results of Operations for the Year Ended May 31, 2010 Compared to the Year Ended May 31, 2009





Revenues for the year ended May 31, 2010 were $215,050 compared to $0 for the year ended May 31, 2009, an increase of $215,050. This increase was due to the Company commencing its business operations in Turkey during the year ended May 31, 2010.





Operating expenses for the year ended May 31, 2010 were $655,654 compared to $12,130 for the year ended May 31, 2009 an increase of approximately $643,524. Approximately $130,000 of this increase was due to the increase in the number of our employees to support our growth, and the related payroll burden costs. The remainder of the increase was largely related to expenses incurred in connection with the commencement of our operations in Turkey.





The Company also incurred interest expense of $82,530 and $0 during the years ended May 31, 2010 and 2009, respectively, related to the convertible debt and short-term debt.





As a result, net loss was ($511,149) for the year ended May 31, 2010, compared with a net loss of ($12,130) for the year ended May 31, 2009.


11
 Table of Contents


CRITICAL ACCOUNTING POLICIES AND ESTIMATES








Use of estimates





The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period.  Actual results could differ from these estimates.





Receivables





The Company extends unsecured credit to its customers in the ordinary course of business. An allowance for doubtful accounts is established and recorded based on managements’ assessment of customer credit history, overall trends in collections and write-offs, and expected exposures based on facts and prior experience.  As of May 31, 2010, the Company had no allowance for doubtful accounts.





Property and equipment





Property and equipment are stated at cost, less accumulated depreciation.  Expenditures for additions, major renewals and betterments are capitalized and expenditures for maintenance and repairs are charged to expense as incurred.  Depreciation is provided on a straight-line basis, over the assets’ estimated useful lives.  The estimated useful lives are as follows:





Furniture and fixtures:    3-5 Years





Long-lived assets





Long-lived assets held and used by the Company are reviewed for impairment whenever changes in circumstances or events indicate that the carrying amount of an asset may not be recoverable.  For purposes of evaluating the recoverability of long-lived assets, the Company considers various factors, including future cash flows, to determine whether the carrying amount exceeds fair value, and in that case, the asset is written down to fair value.  No impairment of long-lived assets was determined to exist as of May 31, 2010.





Deferred costs





The Company entered into an agreement with a third party (the “Partner”) to participate in a consulting arrangement (“Consulting Agreement”).  The Consulting Agreement provides that the Partner will act as the exclusive advisor to a customer (the Customer”) in the event the Customer is acquired in a transaction (as defined in the Consulting Agreement) and will receive 4% of the purchase price (“fees”) upon completion of the transaction.  In connection with the Company’s participation in the Consulting agreement, it was required to pay consulting fees of $200,000 to the Partner and in return will receive 50% of consulting fees paid by the Customer to the Partner, a 0.5% success fee upon completion of an electricity distribution deal with the Customer and a 2.0% success fee upon completion of an electricity production deal with the Customer.  The consulting fees paid to the Partner were deferred and is reported as a long-term deferred cost in the consolidated balance sheet.


12
 Table of Contents


Revenue recognition




The Company recognizes revenue where there is persuasive evidence of an arrangement, delivery has occurred or services have been rendered, the price has been fixed or is determinable and collectability can be reasonably assured.





In instances where the Company has received cash in advance of meeting the Company’s revenue recognition criteria, the Company records such as deferred revenue.





During the year ended May 31, 2010, the Company’s revenues were principally generated from a contract with a consulting firm, in which the consulting firm will prepare solar license applications on behalf of third party customers.  The Company provided the consulting firm with third party customers and then was compensated by the consulting firm in accordance with the contract terms which provided for revenue sharing between the two entities.





Income Taxes





In accordance with ASC 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.





The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of May 31, 2010 and 2009.





Fair value of financial instruments





The carrying value of cash and cash equivalents, receivables, accounts payable and accrued expenses deferred revenue, and debt approximate their fair values because of the short-term nature of these instruments.  Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments.





Foreign currency





The financial statements of the Company’s subsidiary in Turkey, for which the functional currency is the local currency, Turkish Lira (TRY or TRL), are translated into the reporting currency, U.S. dollars, using the exchange rate at the balance sheet date for all assets and liabilities.  The capital accounts are translated at historical exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the period.  Translation adjustments are included in other comprehensive income (loss) within stockholders’ equity (deficit).





Gain or losses from foreign currency transactions are recognized in income.


13
 Table of Contents


Recently issued accounting pronouncements





In January 2010, the FASB issued ASU No. 2010-06 “Improving Disclosures about Fair Value Measurements”.  This Update amends Subtopic 820-10 that require new disclosures about transfers in and out of Levels 1 and 2 and activity in Level 3 fair value measurements. This Update also amends Subtopic 820-10 to clarify certain existing disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010. The adoption of ASU 2010-06 did not impact the Company’s operating results, financial position or cash flows and related disclosures.





In February, 2010, the FASB issued ASU No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements”, which amended ASC 855-10 and states an entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and SEC requirements.  ASU 2010-09 becomes effective upon issuance of the final update.  The Company adopted the provisions of ASU 2010-09 for the year ended May 31, 2010.





Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.








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 our investors.








ITEM 7A- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





The Company is not exposed to market risk related to interest rates on foreign currencies.


14
 Table of Contents


ITEM8- FINANCIAL STATEMENTS








TURKPOWER  CORPORATION


(Formerly  Global Ink Supply Co.)








FINANCIAL STATEMENTS
Page #Report of Independent Registered Public Accounting Firm
F-1Report of Independent Registered Public Accounting Firm
F-2Consolidated Balance Sheets as of May 31, 2010 and 2009
F-3Consolidated Statements of Operations for the Years  Ended May 31, 2010 and 2009
F-4Consolidated Statement of Stockholders’ Equity (Deficit) for the Years Ended May 31, 2010 and 2009
F-5Consolidated Statements of Cash Flows for the Years Ended May 31, 2010 and 2009
F-6Notes to the Consolidated Financial Statements
F-7


15
 Table of Contents


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the Board of Directors and Stockholders of


TurkPower Corporation


(Formerly Global Ink Supply Co.)


New York, New York








We have audited the accompanying consolidated balance sheet of TurkPower Corporation (“the Company”) as of May 31, 2010 and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. 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 an 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 TurkPower Corporation as of May 31, 2010 and the results of operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has incurred losses from operations and has a working capital deficit as of May 31, 2010, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





As disclosed in Note 11, the Company restated its consolidated financial statements.








/s/MaloneBailey LLP


www.malone-bailey.com


Houston, Texas





October 1, 2010


F-1
 Table of Contents


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors and Stockholders of


Global Ink Supply Co.


Beverly Hills, California





We have audited the accompanying balance sheet of Global Ink Supply Co. (the “Company”) as of May 31, 2009 and the related statements of operations, stockholders’ deficit and cash flows for the fiscal year then ended. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.





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 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 evaluating the overall financial statement presentation.  We believe that our audit provides 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 Global Ink Supply Co., as of May 31, 2009 and the results of its operations and its cash flows for the fiscal year then ended in conformity with accounting principles generally accepted in the United States of America.





The accompanying financial statements have been prepared assuming that Global Ink Supply Co. will continue as a going concern.  As discussed in Note 3 to the financial statements, Global Ink Supply Co. was inactive, seeking merger opportunities.  Since December 10, 2007 the Company has ceased operations, and all previous business activities had been discontinued.  These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.








/s/ Li & Company, PCLi & Company, PC








Skillman, New Jersey


August 18, 2009


F-2
 Table of Contents


TurkPower Corporation


(Formerly Global Ink Supply Co.)


Consolidated Balance Sheets








May 31, 2010


May 31, 2009(Restated)ASSETSCurrent assets:Cash

$
289,090


$
120Receivables


50,078



-Prepaid expenses


5,006



-Other current assets


6,252



-Total current assets


350,426



120Property and equipment, net of accumulated depreciation of $1,421


23,424



-Deferred costs


200,000



-Long-term deposit


1,284,673



-TOTAL ASSETS

$
1,858,523


$
120LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)Current liabilities:Accounts payable and accrued expenses

$
149,691


$
25,132Related party payable


21,492



-Deferred revenue


186,072



-Short-term debt


555,692



-Convertible debt, net of unamortized discount of $289,761


510,239



-Total current liabilities


1,423,186



25,132Stockholders’ Equity (Deficit):Preferred stock: $0.0001 par value; 10,000,000 shares authorized; no shares issued or outstanding


-



-Common stock: $0.0001 par value; 300,000,000 shares authorized; 112,575,000 shares issued and outstanding as of May 31, 2010 and 109,900,000 shares issued and outstanding as of May 31, 2009


11,257



10,990Additional paid-in capital


1,004,970



26,260Accumulated other comprehensive loss


(7,479
)


-Accumulated deficit


(573,411
)


(62,262
)Total stockholder’s equity (deficit)


435,337



(25,012
)TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

$
1,858,523


$
120








See accompanying notes to the consolidated financial statements


F-3
 Table of Contents


TurkPower Corporation


(Formerly Global Ink Supply Co.)


Consolidated Statements of Operations







For the Years Ended May 31,2010


2009RestatedRevenues

$
215,050


$
-Professional fees


123,622



10,500Selling, general and administrative expenses


532,032



1,630Total operating expenses


655,654



12,130Loss from operations


(440,604
)


(12,130
)Other income (expenses):Interest expense


(82,530
)


-Interest income


1,520



-Foreign currency gain


10,465



-Total other expense


(70,545
)


-Net loss

$
(511,149
)

$
(12,130
)Net loss per common share – basic and diluted

$
(0.00
)

$
(0.00
)Weighted average number of common shares outstanding – basic and diluted


110,279,052



109,900,000








See accompanying notes to the consolidated financial statements.


F-4
 Table of Contents




TurkPower Corporation


(Formerly Global Ink Supply Co.)


Consolidated Statements of Stockholders’ Equity


For the Years Ended May 31, 2010 and 2009








Number of Shares


Amount


Paid-in Capital


Accumulated Other Comprehensive Loss


Deficit Accumulated


TotalBalance, May 31, 2008


109,900,000


$
10,990


$
24,810


$
-


$
(50,132
)

$
(14,332
)Contribution to capital


-



-



1,450



-



-



1,450Net loss for the year ended May 31, 2009


-



-



-



-



(12,130
)


(12,130
)Balance, May 31, 2009


109,900,000



10,990



26,260


$
-



(62,262
)

$
(25,012
)Issuance of common stock with convertible debt


800,000



80



130,582



-



-



130,662Beneficial conversion feature


-



-



192,065



-



-



192,065Issuance of common stock for cash


1,875,000



187



656,063



-



-



656,250Translation adjustments


-



-



-



(7,479
)


-



(7,479
)Net loss for the year ended May 31, 2010


-



-







-



(511,149
)


(511,149
)Balance, May 31 2010 (Restated)


112,575,000


$
11,257


$
1,004,970


$
(7,479
)

$
(573,411
)

$
435,337








See accompanying notes to the consolidated financial statements


F-5
 Table of Contents


TurkPower Corporation


(Formerly Global Ink Supply Co)


Consolidated Statements of Cash Flows





For the Years Ended May 31,2010


2009RestatedCASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(511,149
)

$
(12,130
)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation


1,421



-Amortization of debt discount


32,966



-Changes in operating assets and liabilities:Receivables


(50,078
)


-Prepaid expenses


(5,006
)


-Other current assets


(6,252
)


-Deferred costs


(200,000
)


-Accounts payable and accrued expenses


124,559



10,800Related party payable


21,492



-Deferred revenue


186,072



-NET CASH USED IN OPERATING ACTIVITIES


(405,975
)


(1,330
)CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of property and equipment


(24,845
)


-Long-term deposit


(1,284,673
)CASH USED IN INVESTING ACTIVITIES


(1,309,518
)


-CASH FLOWS FROM FINANCING ACTIVITIES:Contributions to capital


-



1.450Proceeds from issuance of short-term debt


555,692



-Proceeds from convertible debt


800,000



-Proceeds from sale of common stock


656,250



-CASH PROVIDED BY FINANCING ACTIVITIES


2,011,942



1,450EFFECT OF EXCHANGE RATES ON CASH


(7,479
)


-NET INCREASE IN CASH


288,970



120CASH AT BEGINNING OF YEAR


120



-CASH AT END OF YEAR

$
289,090


$
120NON CASH FINANCING ACTIVITYDebt discount due to common stock issued with debt

$
322,727


$
-








See accompanying notes to consolidated financial statements


F-6
 Table of Contents


TurkPower Corporation


(Formerly   Global Ink Supply Co.)


Notes to Consolidated Financial Statements


May 31, 2010 and 2009








NOTE 1 – ORGANIZATION AND OPERATIONS





Global Ink Supply Co. was incorporated on November 4, 2004 in Delaware.  On May 11, 2010, Global Ink Supply Co. changed its name to TurkPower Corporation (“GISC” or the “Company”).  The accompanying consolidated financial statements include the accounts of its wholly owned US subsidiary, TurkPower USA Corporation and its wholly owned foreign subsidiary, Turkpower Enerji San. Ve Tic. A.S..  All significant intercompany balances and transactions have been eliminated in the consolidation.


On December 7, 2009, Emmanuel Strategic Partners, Inc. sold 64,900,000 common shares for $6,490 which resulted in a change of control and the appointment of two additional directors.





On December 23, 2009, the Company entered into the consulting and service operations business, offering domestic and international clients consulting services.  The Company acts as a full-service operator for wind, hydro, solar, and geothermal energy parks in Turkey.   The Company also generates revenue by entering into agreements with other entities to provide consulting services to clients in the energy market.








NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Use of estimates





The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period.  Actual results could differ from these estimates.





Receivables





The Company extends unsecured credit to its customers in the ordinary course of business.  An allowance for doubtful accounts is established and recorded based on managements’ assessment of customer credit history, overall trends in collections and write-offs, and expected exposures based on facts and prior experience.  As of May 31, 2010, the Company had no allowance for doubtful accounts.





Property and equipment





Property and equipment are stated at cost, less accumulated depreciation.  Expenditures for additions, major renewals and betterments are capitalized and expenditures for maintenance and repairs are charged to expense as incurred.  Depreciation is provided on a straight-line basis, over the assets’ estimated useful lives.  The estimated useful lives are as follows:




Furniture and fixtures:        3-5 Years


F-7
 Table of Contents


Long-lived assets





Long-lived assets held and used by the Company are reviewed for impairment whenever changes in circumstances or events indicate that the carrying amount of an asset may not be recoverable.  For purposes of evaluating the recoverability of long-lived assets, the Company considers various factors, including future cash flows, to determine whether the carrying amount exceeds fair value, and in that case, the asset is written down to fair value.  No impairment of long-lived assets was determined to exist as of May 31, 2010.





Deferred costs





The Company entered into an agreement with a third party (the “Partner”) to participate in a consulting arrangement (“Consulting Agreement”).  The Consulting Agreement provides that the Partner will act as the exclusive advisor to a customer (the Customer”) in the event the Customer is acquired in a transaction (as defined in the Consulting Agreement) and will receive 4% of the purchase price (“fees”) upon completion of the transaction.  In connection with the Company’s participation in the Consulting agreement, it was required to pay consulting fees of $200,000 to the Partner and in return will receive 50% of any consulting fees paid by the Customer to the Partner, a 0.5% success fee upon completion of an electricity distribution deal with the Customer and a 2.0% success fee upon completion of an electricity production deal with the Customer.  The consulting fees paid to the Partner were deferred and is reported as a long-term deferred cost in the consolidated balance sheet.





Revenue recognition




The Company recognizes revenue where there is persuasive evidence of an arrangement, delivery has occurred or services have been rendered, the price has been fixed or is determinable and collectability can be reasonably assured.





In instances where the Company has received cash in advance of meeting the Company’s revenue recognition criteria, the Company records such as deferred revenue.





During the year ended May 31, 2010, the Company’s revenues were principally generated from a contract with a consulting firm, in which the consulting firm will prepare solar license applications on behalf of third party customers.  The Company provided the consulting firm with third party customers and then was compensated by the consulting firm in accordance with the contract terms which provided for revenue sharing between the two entities.





Income Taxes





In accordance with ASC 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.





The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of May 31, 2010 and 2009.





Fair value of financial instruments





The carrying value of cash and cash equivalents, receivables, accounts payable and accrued expenses deferred revenue, and debt approximate their fair values because of the short-term nature of these instruments.  Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments.


F-8
 Table of Contents


Foreign currency





The financial statements of the Company’s subsidiary in Turkey, for which the functional currency is the local currency, Turkish Lira (TRY or TRL), are translated into the reporting currency, U.S. dollars, using the exchange rate at the balance sheet date for all assets and liabilities.  The capital accounts are translated at historical exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the period.  Translation adjustments are included in other comprehensive income (loss) within stockholders’ equity (deficit).





Gain or losses from foreign currency transactions are recognized in income.





Concentration of credit risk





Cash is maintained in bank accounts which, at times, may exceed insured limits.  The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on cash.





Approximately 92% of the Company’s revenue for the year ended May 31, 2010 was earned from one customer.





Net loss per common share





Basic and diluted net loss per share has been calculated by dividing the net loss for the year ended May 31, 2010, by the basic and diluted weighted average number of common shares outstanding.  Common stock equivalents pertaining to the convertible debt were not included in the computation of diluted net loss per share because the effect would have been anti-dilutive due to the net loss for the year ended May 31, 2010.  There were no potentially dilutive shares outstanding as of May 31, 2009.





Recently issued accounting pronouncements





In January 2010, the FASB issued ASU No. 2010-06 “Improving Disclosures about Fair Value Measurements”.  This Update amends Subtopic 820-10 that require new disclosures about transfers in and out of Levels 1 and 2 and activity in Level 3 fair value measurements. This Update also amends Subtopic 820-10 to clarify certain existing disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010. The adoption of ASU 2010-06 did not impact the Company’s operating results, financial position or cash flows and related disclosures.





In February, 2010, the FASB issued ASU No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements”, which amended ASC 855-10 and states an entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and SEC requirements.  ASU 2010-09 becomes effective upon issuance of the final update.  The Company adopted the provisions of ASU 2010-09 for the year ended May 31, 2010.





Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.








NOTE 3 – GOING CONCERN





As shown in the accompanying consolidated financial statements, the Company had net losses of $511,149 for the year ended May 31, 2010 and had a working capital deficit as of May 31, 2010 of $1,072,760. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.


F-9
 Table of Contents


The Company intends to raise additional working capital either through debt or equity financing.  The consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.








NOTE 4 – SHORT-TERM DEBT





On April 27, 2010, the Company borrowed €450,000 (Euros) ($555,692) from a third party.  The loan is unsecured, bears annual interest at 25.0% and is payable in full on October 27, 2010.








NOTE 5 – CONVERTIBLE DEBT





On various dates from December 1, 2009 to May 31, 2010, the Company issued convertible debentures totaling $800,000 to third party investors together with 800,000 common shares. The convertible debentures bear annual interest at 18%, mature in one year and, together with any unpaid interest, is convertible into common shares at a conversion rate of $0.25 per share. The relative fair value of the 800,000 common shares at the time of issuance was $130,662 and was recorded as a debt discount with a corresponding increase in equity.  The discount is amortized to interest expense over the terms of the debentures using the effective interest method.





The convertible debentures were analyzed for a beneficial conversion feature at which time it was concluded that a beneficial conversion feature existed for convertible debentures totaling $275,000.  The beneficial conversion feature was measured using the commitment-date stock price and was determined to be $192,065.  This amount was recorded as a debt discount and is being amortized to interest expense over the terms of the debentures.





For the year ended May 31, 2010, amortization expense recorded to interest amounted to $32,966.





The Company analyzed the convertible debentures for derivative accounting consideration and determined that derivative accounting does not apply to these instruments.








NOTE 6 – STOCKHOLDERS’ EQUITY





On June 19, 2009, the Company adopted an Amended and Restated Certificate of Incorporation.  This Amendment (i) increased the number of authorized shares from 25,000,000 shares to 310,000,000 of which 300,000,000 shares are common stock with par value of $0.0001 per share and 10,000,000 shares are preferred stock with par value of $0.0001 per share; (ii) effectuated a forward stock split of their issued and outstanding Common Stock by changing and reclassifying each 1 share of issued and outstanding common share into fourteen common shares; and (iii) authorized the Board of Directors to provide for the issuance of shares of preferred stock in series and to establish from time to time the number of shares to be included in each such series, and to fix the designation, power, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof.





The stock split does not affect the number of common stock authorized for issuance.  All share and per share information has been retroactively adjusted to reflect the reverse stock split in the financial statements and in the notes to financial statements for all periods presented, to reflect the stock split as if it occurred on the first day of the first period presented.





On May 4, 2010, the Company sold 1,625,000 common shares for cash totaling $406,250, or $0.25/share.





On May 6, 2010, the Company sold 250,000 common shares for cash totaling $250,000, or $1/share.


F-10
 Table of Contents


NOTE 7 – INCOME TAXES





At May 31, 2010 and 2009, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $573,411 and $62,262, respectively that may be offset against future taxable income through 2030.  Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382.  No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets as of May 31, 2010 and 2009 of  $194,960 and $21,169, respectively, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a full valuation allowance.





Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.








NOTE 8 - COMMITMENTS AND CONTINGENCIES





On April 29, 2010, the Company entered into a nonbinding share transfer and shareholders agreement with Endeks Holding and Avrasya Yapi for the purchase of 50% of their ownership in Exxaro Madencilik Sanayi ve Ticaret A.S. company (“Exxaro”) for €6,500,000 ($7,979,400 at May 31, 2010).  Exxaro’s principal asset is an iron ore mine.  In May 2010, the Company made an advance payment to the sellers of €1,000,000 ($1,284,673) and the balance was due June 15, 2010 but then extended for an indefinite period as a result of another payment made to the sellers subsequent to year-end (see also Note 10).  However as the purchase is not binding for the Company, the amount paid to the sellers has been classified as a long-term deposit in the consolidated balance sheet.  The deposit is secured by real property owned by the sellers.








NOTE 9 - RELATED PARTY TRANSACTIONS





The Company has a related party payable to an executive of the Company for the reimbursement of expenses.  As of May 31, 2010 and May 31, 2009, the amount owed to this executive was $21,492, and $0, respectively.





During the year ended May 31, 2010, the Company also paid legal fees to a shareholder amounting to $100,000.








NOTE 10 - SUBSEQUENT EVENTS





The Company entered into a line of credit with a financial institution for 1,100,000 TRL ($699,105) on June 16, 2010, of which the Company borrowed 1,000,000 TRL ($635,550).  Amounts borrowed under the line of credit bear interest at 11% annually and are due in full on November 30, 2010.  The proceeds of the line of credit borrowing were used in connection with the proposed acquisition of the Exxaro shares  as consideration for extending the due date for the nonbinding share transfer and shareholders agreement for an indefinite period (see also Note 8).





On August 30, 2010, the Company also obtained an additional unsecured loan amounting to $50,000 loan, bear annual interest of 30.0% and is due on March 1, 2011.








NOTE 11 – RESTATEMENT





The Company is restating certain assets, liabilities, revenues, and expenses as of and for the year ended May 31, 2010 in the consolidated financial statements.   Also, the consolidated financial statements previously filed did not include the notes to consolidated financial statements.  The amounts previously reported in the 10-K filing dated September 13, 2010 were prior to certain post-closing entries that were not recorded by the Company.  The following table reflects the impact of the post-closing entries to the consolidated balance sheet as of May 31, 2010 and the consolidated statements of operations and cash flows for the year ended May 31, 2010:


F-11
 Table of Contents




Consolidated Balance Sheet

As previously reported


Adjustments





As restatedASSETSCurrent assets:Cash

$
275,564



13,526


a)


$
289,090Receivables


53,390



(3,312
)

b)



50,078Refundable deposits


1,281,362



(1,281,362
)

c)



-Prepaid expenses


4,816



190


d)



5,006Other current assets


51,016



(44,764
)

e)



6,252Total current assets


1,666,148



(1,315,722
)





350,426Property and equipment, net


23,424



-






23,424Deferred costs


-



200,000


f)



200,000Long-term deposit


-



1,284,673


g)



1,284,673TOTAL ASSETS

$
1,689,572



168,951





$
1,858,523LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)Current liabilities:Accounts payable and accrued expenses

$
484,523



(334,832
)

h)


$
149,691Related party payable


-



21,492


i)



21,492Deferred revenue


-



186,072


j)



186,072Short-term debt


567,699



(12,007
)

k)



555,692Convertible debt


300,000



210,239


l)



510,239Total current liabilities


1,352,222



70,964






1,423,186Stockholders’ Equity (Deficit):Preferred stock


-



-






-Common stock


11,113



144


m)



11,257Additional paid-in capital


989,611



15,359


n)



1,004,970Accumulated other comprehensive loss


(17,171
)


9,692


o)



(7,479
)Accumulated deficit


(646,203
)


72,792


p)



(573,411
)Total stockholder’s equity (deficit)


337,350



97,987






435,337TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

$
1,689,572



168,951





$
1,858,523


F-12
 Table of Contents




Consolidated Statements of Operations

As previously reported


Adjustments





As restatedRevenues

$
210,833



4,217


q)


$
215,050Operations expenses


(420,511
)


420,511


r)



-Gross profit


(209,678
)


424,728






215,050Professional fees


113,917



9,705


s)



123,622Selling, general and administrative expenses


254,438



277,594


t)



532,032Total operating expenses


368,355



287,299






655,654Loss from operations


(578,033
)


137,429






(440,604
)Other income (expenses):Other expense


(5,908
)


5,908


u)



-Interest expense


-



(82,530
)

v)



(82,530
)Interest income


-



1,520


w)



1,520Foreign currency gain


-



10,465


w)



10,465Total other expense


(5,908
)


(64,637
)





(70,545
)Net loss

$
(583,941
)


72,792





$
(511,149
)Net loss per common share – basic and diluted

$
(0.01
)


0.01





$
(0.00
)Weighted average number of common shares outstanding – basic and diluted


110,160,148



118,904






110,279,052


F-13
 Table of Contents




Consolidated Statements of Cash Flows

As previously reported


Adjustments


As restatedCASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(583,941
)

$
72,792


$
(511,149
)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation


1,469



(48
)


1,421Amortization of debt discount


-



32,966



32,966Changes in operating assets and liabilities:Receivables


(53,390
)


3,312



(50,078
)Refundable deposits


(1,281,362
)


1,281,362



-Prepaid expenses


(4,816
)


(190
)


(5,006
)Other current assets


(51,016
)


44,764



(6,252
)Deferred costs


-



(200,000
)


(200,000
)Accounts payable and accrued expenses


459,391



(334,832
)


124,559Related party payable


-



21,492



21,492Deferred revenue


-



186,072



186,072NET CASH USED IN OPERATING ACTIVITIES


(1,513,665
)


1,107,690



(405,975
)CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of property and equipment


(24,893
)


48



(24,845
)Long-term deposit


-



(1,284,673
)


(1,284,673
)CASH USED IN INVESTING ACTIVITIES


(24,893
)


(1,284,625
)


(1,309,518
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of short-term debt


567,699



(12,007
)


555,692Proceeds from convertible debt


300,000



500,000



800,000Common stock issued for financing costs


30,000



(30,000
)


-Contribution to capital


933,474



(933,474
)


-Proceeds from sale of common stock


-



656,250



656,250CASH PROVIDED BY FINANCING ACTIVITIES


1,831,173



180,769



2,011,942EFFECT OF EXCHANGE RATES ON CASH


(17,171
)


9,692



(7,479
)NET INCREASE IN CASH


275,444



13,526



288,970CASH AT BEGINNING OF YEAR


120



-



120CASH AT END OF YEAR

$
275,564


$
13,526


$
289,090NON CASH FINANCING ACTIVITYDebt discount due to common stock issued with debt

$
-


$
322,727


$
322,727








a)
To reconcile cash balances.


b)
To record a post-closing adjustment to receivables.


c)
To reclassify the refundable deposits as long-term deposit.


d)
To record a post-closing adjustment to prepaid expenses.


e)
To write-off to expense certain other current assets.


f)
To defer costs that were previously expensed.


g)
To reclassify refundable deposits as long-term deposit and record a post-closing adjustment to the account.


h)
To record accrued interest on the convertible debt and short-term debt and to record additional accruals. These entries were offset by reclassification entries from accounts payable and accrued expenses to related party payable, deferred revenue convertible debt.


i)
To reclassify related party payable from accounts payable and accrued expenses.


j)
To reclassify deferred revenue from accounts payable and accrued expenses.


k)
To record a post closing entry to short-term debt.


l)
To reclassify certain accounts payable and accrued expenses to convertible debt and to record as debt discount the relative fair value of common shares issued with the convertible debentures and the beneficial conversion feature net of the related amortization.


m)
To reconcile the common shares outstanding.


n)
To record post-closing entries to additional paid-in capital.


o)
To correct accumulated other comprehensive loss as a result of the post-closing entries recorded.


p)
To reflect the net impact of post closing entries to revenues and expenses.


q)
To record post-closing adjustment to revenues.


r)
To reclassify to selling, general and administrative expenses.


s)
To record additional professional fees.


t)
To record post-closing adjustments to selling, general and administrative expenses.


u)
To reclassify to selling, general and administrative expenses.


v)
To record interest expense on the short-term and convertible debt and to record amortization of debt discount.


w)
To record interest income and foreign currency gain.


F-14
 Table of Contents


ITEM 9- CHANGES IN AND DISAGREMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE





On April 25, 2010, the Company dismissed its independent registered public accounting firm, Li & Company, PC (“Li & Company”).





The report of Li & Company for the year ended May 31, 2009 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than going concern.





The Company approved the engagement of MaloneBailey, LLP (“MaloneBailey”) as its new independent registered public accountants on April 25, 2010. The Company did not consult MaloneBailey regarding either: (i) the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, or (ii) any matter that was either the subject of a disagreement or a reportable event in connection with its report on the Company’s financial statements.





During the Company's most recent fiscal years and the subsequent interim period through April 25, 2010, the date of dismissal, there were no disagreements with Li & Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of Li & Company, would have caused it to make reference to the matter in connection with its reports. There were no "reportable events" in connection with its report on the Company’s financial statements.





The Company has made the contents of its Form 8-K available to Li & Company and requested it to furnish a letter to the Commission as to whether Li & Company agrees or disagrees with, or wishes to clarify the Company's expression of their views.  Li & Company has responded to our requests to furnish a letter to the Commission with such letter attached as Exhibit 16.1 to the Form 8-K.








ITEM9A. - CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the "Act") is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.





As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our executive management of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our executive management have concluded that our disclosure controls and procedures are not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures. This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our internal controls were not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.


F-15
 Table of Contents


Management’s Annual Report on Internal Control over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria as required by Section 404 of the Sarbanes-Oxley Act, management, including testing using the criteria in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on its evaluation, our management concluded that there is a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.





The material weakness relates to the Company not having personnel with knowledge of generally accepted accounting principles. Our executive management does not possess accounting expertise and our Company does not have an audit committee. This weakness was due to our lack of working capital to hire additional staff during the period covered by this report. We intend to obtain this knowledge of generally accepted accounting principles by hiring a contractor and/or hiring additional accounting personnel.





The Company's management based its evaluation on criteria set forth in the framework in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, management has concluded that the Company's internal control over financial reporting was not effective as of May 31, 2010.





This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to the attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.





Changes in Internal Controls over Financial Reporting





There have been no changes in our internal controls over financial reporting or in other factors that could materially affect, or are reasonably likely to affect, our internal controls over financial reporting during the year ended May 31, 2010. There have not been any significant changes in the Company's critical accounting policies identified since the Company filed its Form 10-K as of May 31, 2009.





ITEM9B- OTHER INFORMATION





None.


F-16
 Table of Contents


ITEM10 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT





(a) Identification of Directors and Executive Officers.





The following table sets forth information regarding our current directors and executive officers and their respective positions:





Name

Age

PositionRyan E. Hart

34

Executive Chairman, DirectorAykut Ferah

35

Chief Executive Officer and Chief Financial OfficerIsmet Turan

41

Chief Technology Officer





Aykut Ferah, Chief Executive Officer – Mr. Ferah is a dual citizen of Austria and Turkey and fluent in Turkish, German and English.  Mr. Ferah moved from Vienna to Istanbul after graduating with a business degree in 1997. From 1997 to present, Mr. Ferah built Red Bull Turkey from scratch to a profitable energy drink market leader with 150 employees.  Ferah is an active member of the Austrian – Turkish Chamber of Commerce, the Chamber of Foreign Investors in Turkey and a board member of Rizespor, a professional club of the Turkish Football League. Due to the large success with Red Bull, Mr. Ferah decrees over vast contacts to Turkish government officials and ministries, as well as experience and contacts from private ventures in the Turkish wind energy sector.





Ryan E. Hart, Executive Chairman - Mr. Hart is a Swiss-American financial investor based in Istanbul and New York. After working several years at Credit Suisse and UBS in the fields of Equity Trading and Portfolio Management, Mr. Hart founded Mirus Investments AG in 2004 as an alternative investment advisor (with a strong focus on hedge funds and venture capital) to independent asset managers and high net-worth individuals.  Since the inception of Mirus Investments, Mr. Hart and his clients have been early investors in numerous public and private businesses, offering start-up and small companies the financial resources and network to execute their business plans and create sustainable share holder value.





Ismet Turan, Chief Technology Officer -Mr. Turan holds a Bachelor degree in Electrical Engineering from the Gazi University in Ankara, Turkey and a Master in Business Administration degree from the Atilim University of Ankara.  Mr. Turan has an 18-year career in the Turkish energy industry and is fluent in Turkish and English. He has served as Engineer for the Turkish Electricity Agency (TEK), as well as Chief Technician at the Turkish Electricity and Transmission Agency (TEAS) where he supervised various thermal power plant projects – from planning to building - for a total of nearly 2000MW power output.  At the Electricity Generation Company of Ankara (EÜAS) Mr. Turan was the responsible principal of a 1440MW thermal power plant, before taking the position of an energy expert and consultant at the Energy Market Regulatory Authority of Turkey in Ankara, where he was responsible for the entire licensing process of all applications in the renewable energy sector, from wind to geothermal, to solar and biogas.  During his tenure with the Energy Market Regulatory of Turkey, Mr. Turan worked and assisted in several parliamentary committees in the liberalization of the Turkish energy market.  Passed bills involving Mr. Turan include: “Energy Efficiency Law”, “Renewable Energy Law” as well “Regulation on Principles and Procedures for Granting Guarantee of Origin”.





(b) Significant Employees. None.





(c) Family Relationships. None.


F-17
 Table of Contents


(d) Involvement in Certain Legal Proceedings. There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Company during the past five years.





(e) The Board of Directors acts as the Audit Committee and the Board has no separate committees. We have no qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, we believe that we have inadequate financial resources at this time to hire such an expert. We intend to continue to search for a qualified individual for hire.








AUDIT COMMITTEE





Although its By-laws provide for the appointment of one, the Company is not yet required to have an Audit Committee as a result of the fact that our common stock is not considered a “listed security” as defined in Rule 10A-3 of the Exchange Act. There are currently no audit committee members that meet the criteria of “Financial Expert”, however the company is actively working to appoint a “Financial Expert” in the current year.








CODE OF ETHICS





As of May 31, 2010, we have not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.








EMPLOYMENT AGREEMENTS





None of the Company's officers, directors, advisors or key employees are currently party to employment agreements with the Company. The Company has no pension, health, annuity, bonus, insurance, stock options, profit sharing or similar benefit plans; however, the Company may adopt such plans in the future. There are presently no personal benefits available for directors, officers or employees of the Company.








ITEM11 - EXECUTIVE COMPENSATION








Name and Principal Position
Year

Salary


Bonus ($)


Stock Award(s) ($)


Option Awards(#)


All Other Compensation ($)


Total ($)Aykut Ferah,
2010

$
—


$
—



—



—


$
—


$
—Chief Executive Officer
2009

$
—


$
—



—



—


$
—


$
—2008

$
—


$
—



—



—


$
—


$
—Ryan E. Hart,
2010

$
—


$
—



—



—


$
—


$
—Executive Chairman


$
—


$
—



—



—


$
—


$
—$
—


$
—



—



—


$
—


$
—Ismet Turan,
2010

$
—


$
—



—



—


$
—


$
—Chief Technology Officer
2009

$
—


$
—



—



—


$
—


$
—2008

$
—


$
—



—



—


$
—


$
—Andrew W. Baum,*
2009

$
—


$
—



—



—


$
—


$
—President, Chief Executive Officer and Chief Financial Officer
2008

$
—


$
—



—



—


$



$
—2007

$
—


$
—



—



—


$
—


$
—





*Resigned December 17, 2009


F-18
 Table of Contents


ITEM12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RELATED STOCKHOLDER MATTERS


(a) Security ownership of certain beneficial owners.


The following table sets forth, as of October 1, 2010, the number of shares of common stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding shares of our common stock.





Name of Beneficial Owner

Amount and Nature of Beneficial Ownership(1)

Percentage of Class(2)Ryan E. Hart, Director, Executive Chairman


18,000,000

16%Aykut Farah,  Director, Chief Executive Officer


18,000,000

16%Icor Resources LLC


18,000,000

16%All Directors and Executive Officers as a Group (2 persons)


36,000,000

33%








(1)
"Beneficial Owner" means having or sharing, directly or indirectly (i) voting power, which includes the power to vote or to direct the voting, or (ii) investment power, which includes the power to dispose or to direct the disposition, of shares of the common stock of an issuer. The definition of beneficial ownership includes shares, underlying options or warrants to purchase common stock, or other securities convertible into common stock, that currently are exercisable or convertible or that will become exercisable or convertible within 60 days. Unless otherwise indicated, the beneficial owner has sole voting and investment power.





(2)
For each shareholder, the calculation of percentage of beneficial ownership is based upon 110,425,000 shares of Common Stock outstanding as of September 13, 2010, and shares of Common Stock subject to options, warrants and/or conversion rights held by the shareholder that are currently exercisable or exercisable within 60 days, which are deemed to be outstanding and to be beneficially owned by the shareholder holding such options, warrants, or conversion rights. The percentage ownership of any shareholder is determined by assuming that the shareholder has exercised all options, warrants and conversion rights to obtain additional securities and that no other shareholder has exercised such rights.





(b) Changes in Control.





There are no present arrangements or pledges of our securities which may result in a change in control.


F-19
 Table of Contents


ITEM13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





Except as otherwise disclosed herein, there have been no related party transactions, or any other transactions or relationships, including matters related to director independence, required to be disclosed pursuant to Items 404 or 407(a) of Regulation S-B.








ITEM14- PRINCIPAL ACCOUNTING FEES AND SERVICES





The following table sets forth the aggregate fees billed to us for fiscal years ended May 31, 2010 and 2009 by MaloneBailey, LLP and Li & Company, the Company’s independent registered public accounting firms for these two years:





2010


2009Audit Fees (1)

$
28,500


$
5,000Audit Related Fees (2)


0



0Tax Fees (3)


0



0Total Fees paid to auditor

$
28,000


$
5,000





(1) Audit fees consist of fees billed for professional services rendered for the audit of the Company’s annual financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by MaloneBailey, LLP and Li & Company in connection with statutory and regulatory filings or engagements.





(2) Audit-Related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Company’s consolidated financial statements and are not reported under "Audit Fees".





(3) Tax fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning (domestic and international). These services include assistance regarding federal, state and international tax compliance, acquisitions and international tax planning.








ITEM15- EXHIBITS





(a) Exhibits:


EXHIBITS





31.1
Chief Executive Officer and Chief Financial Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*


32.1
Chief Executive Officer and Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002*





*
Filed herewith


F-20
 Table of Contents


SIGNATURES





Pursuant to the requirements of the Section 13 or 15(d) of the Exchange Act, TurkPower Corporation has duly caused this report to be signed on its behalf by the undersigned persons, and in the capacities so indicated on October 1, 2010.





TurkPower  CorporationBy:
/s/ Aykut FerahName:  Aykut FerahTitle:  Chief Executive Officer and Chief Financial Officer(principal executive and accounting officer)





F-21