UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF
SECURITIES
Pursuant to Section 12(b) or (g) of The
Securities Exchange Act of 1934
GIVEMEPOWER CORPORATION
(Exact name of registrant as specified in its
charter)
NEVADA
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86-0914051
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(State or other
jurisdiction of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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370 Amapola Ave., Suite
200A,
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Torrance, CA 90501
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27604
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(Address of principal
executive offices)
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(Zip code)
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Registrant’s
telephone number, including area code: (310) 895-1839
COPIES TO:
Law Office Of Mary Shea
1701 Broadway, #334, Vancouver, WA 98663
541-450-9943, 360-326-1821
Securities
to be registered pursuant to Section 12(b) of the Act:
Title of each class
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Name of each exchange on
which
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to be so registered
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each class is to be
registered
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None
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None
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Securities
to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, Par Value $0.001
(Title of class)
PREFERRED STOCK, Par Value $0.001
(Title of class)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
Large Accelerated Filer
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[ ]
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Accelerated Filer
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[ ]
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Non-Accelerated Filer
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[ ]
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Smaller reporting company
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[X]
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Emerging growth company
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[ ]
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If
an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act. [ ]
EXPLANATORY NOTE
We are filing this General Form for
Registration of Securities on Form 10 to register our common stock, par value
$0.001 per share (the “Common Stock”), and our preferred stock, par value
$0.001 per share (the “Preferred Stock”), pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). Once this
Registration Statement is deemed effective, we will be subject to the
requirements of Regulation 13A under the Exchange Act, which will require us to
file annual reports on Form 10-K; quarterly reports on Form 10-Q; and, current
reports on Form 8-K, and we will be required to comply with all other
obligations of the Exchange Act applicable to issuers filing registration
statements pursuant to Section 12(g) of the Exchange Act. Unless otherwise
noted, references in this Registration Statement to the “Registrant”, the
“Company”, “GiveMePower” “we”, “our”, or “us” means GiveMePower Corporation
FORWARD LOOKING STATEMENTS
There are statements in this
Registration Statement that are not historical facts. These “forward-looking
statements” can be identified by use of terminology such as “believe,” “hope,”
“may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,”
“project,” “positioned,” “strategy” and similar expressions. You should be
aware that these forward-looking statements are subject to risks and
uncertainties that are beyond our control. For a discussion of these risks, you
should read this entire Registration Statement carefully, especially the risks
discussed under the section entitled “Risk Factors.” Although management
believes that the assumptions underlying the forward looking statements
included in this Registration Statement are reasonable, they do not guarantee
our future performance, and actual results could differ from those contemplated
by these forward looking statements. The assumptions used for purposes of the
forward-looking statements specified in the following information represent
estimates of future events and are subject to uncertainty as to possible
changes in economic, legislative, industry, and other circumstances. As a
result, the identification and interpretation of data and other information and
their use in developing and selecting assumptions from and among reasonable
alternatives require the exercise of judgment. To the extent that the assumed
events do not occur, the outcome may vary substantially from anticipated or
projected results, and, accordingly, no opinion is expressed on the
achievability of those forward-looking statements. In light of these risks and
uncertainties, there can be no assurance that the results and events
contemplated by the forward-looking statements contained in this Registration
Statement will in fact transpire. You are cautioned to not place undue reliance
on these forward-looking statements, which speak only as of their dates. We do
not undertake any obligation to update or revise any forward-looking
statements.
TRADEMARKS, SERVICE MARKS AND TRADE
NAMES
This Form 10 contains references to our
trademarks, service marks and trade names and to trademarks, service marks and
trade names belonging to other entities. Solely for convenience, trademarks,
service marks and trade names referred to in this Form 10, including logos,
artwork and other visual displays, may appear without the ® or TM symbols, but
such references are not intended to indicate, in any way, that their respective
owners will not assert, to the fullest extent under applicable
law, their rights thereto. Except as set forth in this Form 10, we do not
intend our use or display of other companies’ trade names, service marks or
trademarks or any artists’ or other individuals’ names to imply a relationship
with, or endorsement or sponsorship of us by, any other companies or persons.
TABLE OF CONTENTS
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Page
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Item 1.
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Business
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4
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Item 1A.
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Risk
Factors
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13
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Item 2.
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Financial
Information
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33
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Item 3.
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Properties
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38
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Item 4.
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Security
Ownership of Certain Beneficial Owners and Management
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39
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Item 5.
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Directors
and Executive Officers
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39
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Item 6.
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Executive
Compensation
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41
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Item 7.
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Certain
Relationships and Related Transactions, and Director Independence
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43
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Item 8.
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Legal
Proceedings
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43
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Item 9.
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Market
Price of and Dividends on the Registrant’s Common Equity and Related
Stockholder Matter
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44
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Item 10.
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Recent
Sales of Unregistered Securities
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46
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Item 11.
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Description
of Registrant’s Securities to be Registered
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46
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Item 12.
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Indemnification
of Directors and Officers
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47
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Item 13.
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Financial
Statements and Supplementary Data
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48
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Item 14.
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Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure
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48
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Item 15.
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Financial
Statements and Exhibits
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50
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Business
History
GiveMePower
Corporation (the “PubCo” or “Company”), a Nevada corporation, was incorporated
on June 7, 2001 to sell software geared to end users and developers involved in
the design, manufacture, and construction of engineered products located in
Canada and the United States. The PubCo has been dormant and non-operating
since year 2009. PubCo is a public reporting company registered with the
Securities Exchange Commissioner (“SEC”). In November 2009, the Company filed
Form 15D, Suspension of Duty to Report, and as a result, the Company was not
required to file any SEC forms since November 2009.
On
December 31, 2019, PubCo sold one Special 2019 series A preferred share
(“Series A Share”) for $38,000 to Goldstein Franklin, Inc. (“Goldstein”), a
California corporation. One Series A Share is convertible to 100,000,000 shares
of common stocks at any time. The Series A Share also provided with 60% voting
rights of the PubCo. On the same day, Goldstein sold one-member unit of
Alpharidge Capital, LLC (“Alpharidge”), a California limited liability
corporation, representing 100% member owner of Alpharidge. As a result,
Alpharidge become a wholly owned subsidiary of PubCo as of December 31, 2019.
The
transaction above will be accounted for as a “reverse merger” and
recapitalization amongst PubCo, Goldstein, and Alpharidge since the
stockholders of Alpharidge will have the significant influence and the ability
to elect or appoint or to remove a majority of the members of the governing
body of the combined entity immediately following the completion of the
transaction, the stockholders of PubCo will have the significant influence and
the ability to elect or appoint or to remove a majority of the members of the
governing body of the combined entity, and PubCo’s senior management will
dominate the management of the combined entity immediately following the
completion of the transaction. Accordingly, Alpharidge will be deemed to be the
accounting acquirer in the transaction and, consequently, the transaction is
treated as a recapitalization of the PubCo. Accordingly, the assets and
liabilities and the historical operations that are reflected in the financial
statements are those of Alpharidge and are recorded at the historical cost
basis of Alpharidge. As a result, Alpharidge is the surviving company and the
financial statements presented are historical financial accounts of Alpharidge.
The
financial statements of the Company include its wholly owned subsidiary of
Alpharidge.
Following the
transaction, the Company appointed Mr. Frank I Igwealor as President and CEO.
The Company’s principal executive office is located at 370 Amapola Ave., Suite
200A, Torrance, CA 90501. The Company’s main telephone number
is (310) 895-1839.
Business Overview
Current Business and
Organization
The Company, through
its wholly owned subsidiary, Alpharidge Capital, LLC, has two distinct lines of
businesses that comprise of the following:
·
Investments
in securities, warrants, bonds, or options of public and private companies in
various industries but focusing on specialty biopharmaceutical companies
through brokerage firm, TD Ameritrade; and
·
Investments
in real estate – Real estate operations would consist primarily of rental real
estate, affordable housing projects, opportunity zones, other property
development and associated HOA activities. Alpharidge’s property development
operations would be primarily through a real estate investment, management and
development subsidiary that focuses primarily on the construction and sale of
single-family and multi-family homes, lots in subdivisions and planned
communities, and raw land for residential development. Alpharidge did not have
any investments in real estate as of and for the years ended December 31, 2019.
Biopharmaceutical
Investments
Our
specialty biopharmaceutical investment portfolio is focused on building
portfolio of viable biopharmaceutical businesses and operations with interests
on commercializing novel products that address significant patient needs. The
Company invests mainly in
research-based
biopharmaceutical company, discovers, develops, and commercializes medicines in
the areas of unmet medical needs in the United States, Europe, and
internationally. Once we have accumulated or built sufficient biotechnology
assets under management, we to become vertically integrated biopharmaceutical
holdings with operational capacity to turnaround distressed biotech companies,
such as those that failed 2nd and 3rd phase of clinical trials. We intend to
build upon a cost-conscious financial model designed to control/reduce cost,
streamline operations, manage and improve the fortunes of distressed / failed
biopharma businesses on lean budget. The company makes concentrated direct
investments in these distressed biopharma businesses through the public market
as well as through the private market channels.
As
at December 31, 2019, the Company has many trading positions in the
biotechnology companies that includes the following: Entest BioMedical, Inc.,
Accuray Incorporated, Acer Therapeutics Inc., Achieve Life Sciences,
Inc., Acorda Therapeutics, Inc., Adamas Pharmaceuticals, Inc., Adamis Pharmaceuticals
Corporation, AgeX Therapeutics, Inc., Akari Therapeutics, Plc, Akerna
Corp., Allena Pharmaceuticals, Inc., Allogene Therapeutics, Inc., Amicus
Therapeutics, Inc., Amyris, Inc., Anika Therapeutics, Inc., Anixa Biosciences,
Inc., Arcturus Therapeutics Holdings Inc., Armata Pharmaceuticals, Inc.,
Artelo Biosciences, Inc., ASLAN Pharmaceuticals Limited, Assertio
Therapeutics, Inc., aTyr Pharma, Inc., Axonics Modulation Technologies, Inc.,
Aytu BioScience, Inc., Biocept, Inc., BioCryst Pharmaceuticals, Inc.,
Can-Fite BioPharma Ltd., Capricor Therapeutics, Inc., Celldex Therapeutics,
Inc., Cerus Corporation, Checkpoint Therapeutics, Inc., Chimerix, Inc.,
Correvio Pharma Corp., Curis, Inc., CymaBay Therapeutics, Inc., DBV
Technologies S.A., Endologix, Inc., EyePoint Pharmaceuticals,
Inc., Novavax, Inc., Radius Health, Inc., and Puma
Biotechnology, Inc.
Event-Driven
Investments Operations
The Company also engages in
opportunistic private equity activities and event-driven investment management
operation that invests in equities, warrants, bonds and options of public and
private companies in America and across the globe.
Opportunistic
private equity activities:
Our private equity primarily focuses on local businesses and real estate: (1)
Private Equity. We intend to pursue
private equity transactions across the United States including leveraged buyout
acquisitions of companies and assets, funding of viable start-up businesses in
established industries, transactions involving turnarounds, minority
investments, and partnerships and joint-ventures in viable industries; and (2) Real
Estate. We intend to make investments in lodging, urban office
buildings, residential properties, distribution and warehousing centers and a
variety of real estate assets and operating businesses. Our planned real estate operation will
have a macro approach, diversified across a variety of sectors and geographic
locations.
We
identify and acquire businesses which fit our investment/acquisition criteria,
then restructure the businesses or improve their operations and sell them for
profit or hold them for cash flow. We intend to acquire and operate
small-to-middle market businesses, properties and assets in select industries
and communities or “emerging domestic markets” for direct acquisitions or
investments in equity or debt. We will seek to acquire controlling interests
in businesses that we believe operate in industries with long-term
macroeconomic growth opportunities, and that have positive and stable earnings
and cash flows, face minimal threats of technological or competitive
obsolescence and have strong management teams largely in place. We believe that
private company operators and corporate parents looking to sell their
businesses will consider us an attractive purchaser of their businesses. We
will also seek to acquire under-managed or under-performing businesses that we
believe can be improved under the guidance of our management team and the
management teams of the businesses that we will acquire in the future. We
expect to improve our businesses over the long term through organic growth
opportunities, add-on acquisitions and operational improvements.
We
plan to utilize our community-centered and cost-management business process
model to grow our capital base and achieve a long-term growth. We intend to operate a multi-stage
investment approach with emphasis on running acquired businesses more efficiently,
giving employees more conducive and friendly workplace and adding value to
shareholders by identifying and reducing excesses and also identifying and
executing growth strategies in companies we control. The company intends buy
entire or controlling stake in companies with undervalued businesses,
restructure the businesses, and sell the same for profit or hold it for cash
flow.
Event-Driven
Investments: We keep no less than
10% of our total assets in liquid investments portfolio. This portfolio is
actively managed by our directors and officers and invest primarily in equity
investments on a long and short basis. Our Investments platform is intended to
provide us greater levels of liquidity and current income.
Hedge
Fund.
We intend to seed proprietary trading entities and person to
capitalize on real-time market anomalies and generate ongoing income in the
forms similar to hedge funds operation. Where necessary, we would create
bona-fide hedge funds to operate on behalf of the company. These entities and
persons so seeded would pursue real-market transactions in publicly traded
securities including but not limited to stocks, bonds, options, futures, forex,
warrants, and other instruments.
As
at December 31, 2019, the Company has many event-driven trading positions that
includes the following: A10 Networks, Inc., ADTRAN, Inc., Alarm.com Holdings,
Inc., Alliance Data Systems Corporation, Avaya Holdings Corp., lue Apron
Holdings, Inc., CalAmp Corp., Catasys, Inc., CenturyLink, Inc., Conn's, Inc.
Coty Inc., Cree, Inc., Digital Turbine, Inc., Elastic N.V., Farfetch Limited,
Hexcel Corporation, HEICO Corporation, InterDigital, Inc., Macy's, Inc.,
Misonix, Inc., PaySign, Inc., and Plantronics, Inc.
In
general, GiveMePower Corporation will focuses on the acquisition of undervalued
biotechnology companies especially those that failed 2nd and 3rd
phase of clinical trials, where time, capital and sound strategy can rescue a
business and restore value, preserving jobs in America and around the world
while simultaneously providing demonstrated returns to investors. GiveMePower
Corporation believes that making money and making the world a better place are
not mutually exclusive concepts. The firm offers a unique approach that
combines innovative financial models, restructuring techniques and the
operational expertise necessary to rebuild businesses facing complex
problematic circumstances.
Challenging
conditions often mean the need to improve operations from the ground up; the
situations require equal concentration and adeptness between financial
engineering and operational execution. GiveMePower Corporation is focused on
running businesses more efficiently, giving employees conducive and friendly
workplace and adding value to shareholders by reducing operational excesses by
eliminating inefficient use of resource; and
identifying and executing growth strategies in companies it controls. Thus,
the company rescues, restructures and breathes new life into biotechnology
companies left for dead. The company buys entire or controlling stake in
companies with undervalued businesses/assets, transform the businesses and sell
the same for profit or hold it for long term.
While
we are waiting to raise adequate capital to finance our business plan, we
intend to continue operating a consulting and advisory services business with
plans to acquire small to medium size businesses in a variety of industries.
Through our structure, we plan to offer investors an opportunity to participate
in the ownership and growth of a portfolio of businesses that traditionally
have been owned and managed by private equity firms, private individuals or
families, financial institutions or large conglomerates. We believe that our
management and acquisition strategies will allow us to achieve our goals of
creating sustainable earnings growth for our shareholders and increasing
shareholder value over time through investments in assets, projects and
businesses build healthy communities where every-day Americans live and work.
We
are a small company with limited sales and commission fee revenue and
operations, minimal assets and accumulated deficits.
Size
of Our Market Opportunity
Biopharmaceuticals are substances that
are produced using living organisms, such as microorganisms and animal cells,
and have a high-therapeutic value. These large and complex molecular drugs are
also known as biologics and biotech drugs. The global biopharmaceuticals market
accounted for $186 billion in 2017, and is projected to reach $526 billion by
2025, registering a CAGR of 13.8% from 2018 to 2025.
The global biopharmaceuticals market is
driven by various factors, such as increase in elderly population, surge in
prevalence of chronic diseases such as cancer and diabetes, and increase in adoption
of biopharmaceuticals globally. Furthermore, rise in strategic collaborations
among biopharmaceuticals companies is also anticipated to supplement the growth
of the biopharmaceuticals industry.
High costs associated with drug
development and their threat of failure are factors anticipated to restrain the
growth of the global biopharmaceuticals market. Conversely, emerging economies,
such as India and China, are anticipated to provide lucrative growth
opportunities to the key players involved for business expansion in the global
biopharmaceuticals market during the forecast period.
The global biopharmaceuticals market is
segmented based on type, application, and region. On the basis of type, the
market is divided into monoclonal antibody, interferon, insulin, growth and
coagulation factor, erythropoietin, vaccine, hormone, and others. By
application, it is categorized into oncology, blood disorder, metabolic
disease, infectious disease, cardiovascular disease, neurological disease,
immunology, and others. Region-wise, it is analyzed across North America,
Europe, Asia-Pacific, and Latin America Middle East and Africa (LAMEA).
We believe that the financial
engineering functionalities and operational management capabilities offered by
our management team position us to benefit from this growing market. Further,
as we plan to grow our team, we believe that we may have opportunities to capitalize
on the short-term failures of several biopharmaceutical businesses to acquire
valuable assets on the cheap and then derive value by applying our proprietary
financial and operational model.
Our
Products
We currently have one (1) line of
business, our investments, proprietary trading activities and possible hedge
fund services. Our investment and trading architecture can easily extend
through acquisition and operational improvement.
Key
Benefits of Our lines of businesses
Biopharmaceutical. We want to build a portfolio of viable
biopharmaceutical operations that commercialize novel products that address
significant patient unmet needs.
Private
Equity.
Our leveraged buyout acquisitions of companies and assets, funding
of viable start-up businesses in established industries, transactions involving
turnarounds, minority investments, and partnerships and joint-ventures in
viable industries, would not only create new jobs in distressed neighborhoods
of the United States, but would create wealth for our employees and investors..
Real
Estate.
Our
planned real estate operation will have a macro approach, diversified across a
variety of sectors and geographic locations. This operation will revitalize
dilapidated neighborhoods and profitably redeploy empty warehouses in
distressed urban and suburban neighborhood across the land.
Investments. We intend to keep
about 10% of our total assets in liquid investments portfolio. This portfolio
will be actively managed by our directors and officers and will invest
primarily in equity investments on a long and short basis. Our Investments
platform is intended to provide us greater levels of liquidity and current
income.
Hedge
Fund.
We intend to seed proprietary trading entities and person to
capitalize on real-time market anomalies and generate ongoing income in the
forms similar to hedge funds operations. Where necessary, we would create
bona-fide hedge funds to operate on behalf of the company. These entities and
persons so seeded would pursue real-market transactions across the United
States including leveraged buyout acquisitions of companies and assets, funding
of viable start-up businesses in established industries, transactions involving
turnarounds, minority investments, and partnerships and joint-ventures in
viable industries.
Our
Growth Strategy
Strategy
Strategically,
the company intends
to be a pragmatic acquirer/investor that acquires companies with high
growth/significant profitability prospects and strong cash flow characteristics
but lacked the necessary expertise and skill-sets to position the company for
growth and significant profitability. GiveMePower Corporation focuses on
sectors and businesses in which it can implement changes and execute agendas
effectively within a given time period. Major targets include Wholesale,
distribution, retail, medical, automotive, energy, power, healthcare,
industrial, infrastructure, real estate, telecommunications, emerging
technology, and media businesses.
Our
process involves the identification, performance of due diligence, negotiation
and consummation of acquisitions. After acquiring a company we will attempt to
grow the company both organically and through add-on or bolt-on acquisitions.
Add-on or bolt-on acquisitions are acquisitions by a company of other companies
in the same industry. Following the acquisition of companies, we will seek to
grow the earnings and cash flow of acquired companies and, in turn, grow
distributions to our shareholders and to increase shareholder value. We believe
we can increase the cash flows of our businesses by applying our intellectual capital
to continually improve and grow our future businesses.
We
will seek to acquire and manage small to middle market businesses, which we
generally characterize as those that generate annual cash flow of up to $10
million. We believe that the merger and acquisition market for small to middle
market businesses is highly fragmented and provides opportunities to purchase
businesses at attractive prices. We also believe that significant opportunities
exist to improve the performance and augment the management teams of these
businesses upon their acquisition. We
will rely on the expertise of our management team to identify opportunities and
acquire entire or controlling interest in companies with high
growth/significant profitability prospects and strong cash flow characteristics
but lacked the necessary financial and operational expertise and skill-sets to
realize their full potentials. The targets will be dynamic businesses in their
respective industries with very good EBDITA and strong operation, but just
needed the right financial tune-up and composite
restructuring to run better operatively and at optimal significant
profitability. The company intends to apply its optimized cost
management/control program to acquired/controlled companies, to realize leaner
and more efficient operation and better significant profitability.
Our
Management Strategy
Our
edge is the ability to leverage the expertise of our key managers in cost
control, process improvement, and synergetic collaboration across businesses
and industries to create value, improve margins, and optimize overall
performance of acquired companies. GiveMePower Corporation adopts a
conservative approach to acquisitions and investment; it normally considers
companies that sell close to or below their industry average multiples for
investment or acquisition. GiveMePower Corporation also seeks and acquires
assets and businesses that help it achieve vertical integration in its
industry.
We
will build a team talented in synchronizing optimized business processes across
industries and disciplines from target identification, due diligence, through
portfolio company restructuring, resulting in better resources allocation and
cash-flow, higher significant profitability, and superior returns to
shareholders and investors. In general, our officers will oversee and support
the management team of our acquired businesses by, among other things:
·
recruiting
and retaining talented managers to operate our future businesses by using
structured incentive compensation programs, including minority equity
ownership, tailored to each business;
·
regularly
monitoring financial and operational performance, instilling consistent
financial discipline, and supporting management in the development and
implementation of information systems to effectively achieve these goals;
·
assisting
management of our businesses in their analysis and pursuit of prudent organic
growth strategies;
·
identifying
and working with management to execute on attractive external growth and
acquisition opportunities;
·
identifying
and executing operational improvements and integration opportunities that will
lead to lower operating costs and operational optimization;
·
providing the
management teams of our future businesses the opportunity to leverage our
experience and expertise to develop and implement business and operational
strategies; and
·
forming
strong subsidiary level boards of directors to supplement management in their
development and implementation of strategic goals and objectives.
We
believe that our long-term perspective provides us with certain additional
advantages, including the ability to:
·
recruit and
develop talented management teams for our future businesses that are familiar
with the industries in which our future businesses operate and will generally
seek to manage and operate our future businesses with a long-term focus, rather
than a short-term investment objective;
·
focus on
developing and implementing business and operational strategies to build and
sustain shareholder value over the long term;
·
create
sector-specific businesses enabling us to take advantage of vertical and
horizontal acquisition opportunities within a given sector;
·
achieve
exposure in certain industries in order to create opportunities for future
acquisitions; and
·
develop and
maintain long-term collaborative relationships with customers and suppliers.
We
intend to continually increase our intellectual capital as we operate our
businesses and acquire new businesses and as our management team identify and
recruit qualified employees for our businesses.
Acquisition
Strategy
We use conservative approach to
acquisitions and investment. We consider companies that sell at close or below
their book values. Our acquisition strategies involve the acquisition of
businesses in various industries that we expect will produce positive and
stable earnings and cash flow, as well as achieve attractive returns on our
investment. In so doing, we expect to benefit from our management team’s
ability to identify diverse acquisition opportunities in a variety of
industries, perform diligence on and value such target businesses, and
negotiate the ultimate acquisition of those businesses. We believe our Chief
Executive Officer has relevant experience in managing small to middle market
businesses. We also believe that based on his experience and qualifications,
our Chief Executive Officer will be able both to access a wide network of
sources of potential acquisition opportunities and to successfully navigate a
variety of complex situations surrounding acquisitions, including corporate
spin-offs, transitions of family-owned businesses, management buy-outs and
reorganizations. In addition, we intend to pursue acquisitions of under-managed
or under-performing businesses that, we believe, can be improved pursuant to
our management strategy.
We
believe that the merger and acquisition market for small to middle market
businesses is highly fragmented and provides opportunities to purchase
businesses at attractive prices relative to larger market transactions. We intend
to generate sustainable returns to our investors on investments while at the
same time helping to rebuild communities across the United States. To achieve
this goal we intend to implement a platform similar to a vertically integrated
distressed private equity company with in-house operational turnaround
expertise capable of managing and transforming the fortunes of distressed
companies we intend to acquire.
In
addition to acquiring businesses, we expect to also sell businesses that we own
from time to time when attractive opportunities arise. Our decision to sell a
business will be based on our belief that the return on the investment to our
shareholders that would be realized by means of such a sale is more favorable
than the returns that may be realized through continued ownership. Our
acquisition and disposition of businesses will be consistent with the
guidelines to be established by our company’s board of directors from time to
time.
Provided
we can raise additional funds, in the future, we intend to expand the
geographic footprint of our business to include states outside
California.
Once
we are adequately capitalized (e.g., raised up to $2 million), our operations
will be conducted on six platforms comprising of Biopharmaceutical, Private
Equity, Real Estate, Investments and Hedge Fund.
Biopharmaceutical.
As a specialty biopharmaceutical
investment portfolio holding company focused on building portfolio of viable
biopharmaceutical operations with focus on commercializing novel products that
address significant patient needs.
Private
Equity.
We intend to pursue private equity transactions across the United
States including leveraged buyout acquisitions of companies and assets, funding
of viable start-up businesses in established industries, transactions involving
turnarounds, minority investments, and partnerships and joint-ventures in
viable industries.
Real
Estate.
We intend to make investments in lodging, urban office buildings,
residential properties, distribution and warehousing centers and a variety of
real estate assets and operating businesses.
Our planned real estate operation will have a macro approach, diversified
across a variety of sectors and geographic locations.
Investments. We intend to keep
about 10% of our total assets in liquid investments portfolio. This portfolio will
be actively managed by our directors and officers and will invest primarily in
equity investments on a long and short basis. Our Investments platform is
intended to provide us greater levels of liquidity and current income.
Hedge Fund. We intend to seed
proprietary trading entities and person to capitalize on real-time market
anomalies and generate ongoing income in the forms similar to hedge funds
operations. Where necessary, we would create bona-fide hedge funds to operate
on behalf of the company. These entities and persons so seeded would pursue
real-market transactions across the United States including leveraged buyout
acquisitions of companies and assets, funding of viable start-up businesses in
established industries, transactions involving turnarounds, minority
investments, and partnerships and joint-ventures in viable industries.
Our plan for operation is to reach the point where we are
generating sufficient revenue from our acquired businesses to meet our
obligations on a timely basis. In the early stages of our operations, we will
keep costs to a minimum, and we
intend to continue our proprietary trading.
In
general, GiveMePower Corporation will focuses on the acquisition of undervalued
companies where time, capital and sound strategy can rescue a business and
restore value, preserving jobs in America and around the world while
simultaneously providing demonstrated returns to investors. GiveMePower
Corporation believes that making money and making the world a better place are
not mutually exclusive concepts. The firm offers a unique approach that
combines innovative financial models, restructuring techniques and the
operational expertise necessary to rebuild businesses facing complex
problematic circumstances.
Challenging
conditions often mean the need to improve operations from the ground up. The
situation may require equal concentration and adeptness between financial
engineering and operational execution. GiveMePower Corporation is focused on
running businesses more efficiently, giving employees conducive and friendly
workplace and adding value to shareholders by reducing operational excesses by
eliminating inefficient use of resource; and identifying and executing growth
strategies in companies it controls. Thus, the company rescues, restructures
and breathes new life into companies left for dead and piled upon the heap of
creative destruction – a business practice for which few others possess the
courage and dedication required to succeed. The company buys entire or
controlling stake in companies with undervalued businesses/assets, transform
the businesses and sell the same for profit or hold it for long term.
While
we are waiting to raise adequate capital to finance our business plan, we
intend to continue operating our proprietary trading account, focusing on
event-driven opportunities. Through our structure, we plan to offer investors
an opportunity to participate in the ownership and growth of a portfolio of
businesses that traditionally have been owned and managed by private equity
firms, private individuals or families, financial institutions or large
conglomerates. We believe that our management and acquisition strategies will
allow us to achieve our goals of creating sustainable earnings growth for our
shareholders and increasing shareholder value over time through investments in
assets, projects and businesses build healthy communities where every-day
Americans live and work.
The
company intends to be a pragmatic acquirer/investor that acquires companies
with high growth/significant profitability prospects and strong cash flow
characteristics but lacked the necessary expertise and skill-sets to position
the company for growth and significant profitability. GiveMePower Corporation
focuses on sectors and businesses in which it can implement changes and execute
agendas effectively within a given time period. Major targets include
biopharmaceutical, wholesale, distribution, retail, medical, automotive,
energy, power, healthcare, industrial, infrastructure, real estate, telecommunications,
emerging technology, and media businesses.
Our
edge is the ability to leverage the expertise of our key managers in cost
control, process improvement, and synergetic collaboration across businesses
and industries to create value, improve margins, and optimize overall
performance of acquired companies. GiveMePower Corporation adopts a conservative
approach to acquisitions and investment; it normally considers companies that
sell close to or below their industry average multiples for investment or
acquisition. GiveMePower Corporation also seeks and acquires assets and
businesses that help it achieve vertical integration in its industry.
Competition
The industry in which the Company operates
is highly competitive. Many management companies offer similar products and
services for business rollups and consolidations. We may be at a substantial
disadvantage to our competitors who have more capital than we do to carry out acquisition,
operations and restructuring efforts. We hope to maintain our competitive
advantage by keeping abreast of market dynamism that is face by our industry,
and by utilizing the experience, knowledge, and expertise of our management
team.
We will face competition from more
established companies that have competitive advantages, such as greater name
recognition, larger capital-base, marketing, research and acquisition
resources, access to larger customer bases and channel partners, a longer operating
history and lower labor and development costs, which may enable them to respond
more quickly to new or emerging opportunities and changes in customer
requirements or devote greater resources to the development, acquisition and
promotion. Increased competition could result in us failing to attract significant
capital or maintaining them. If we are unable to compete successfully against
current and future competitors, our business and financial condition may be
harmed.
Employees
As of December 31, 2019, we are managed
by Mr. Frank I Igwealor who is the sole member of our management team. .
Government
regulation
We are subject to the laws and
regulations of the jurisdictions in which we operate, which may include
business licensing requirements, income taxes and payroll taxes. With the
exception of the biopharma industry, the development and operation of most of our
business is not subject to special regulatory and/or supervisory requirements.
We are dependent upon the receipt of
capital investment and other financing to fund our ongoing operations and to
execute our business plan. If continued funding and capital resources are
unavailable at reasonable terms, we may not be able to implement our plan of
operations. We may be required to obtain alternative or additional financing,
from financial institutions or otherwise, in order to maintain and expand our
existing operations. The failure by us to obtain such financing would have a
material adverse effect upon our business, financial condition and results of
operations.
Investing
in our common stock involves a high degree of risk. You should carefully
consider the following risks, together with all of the other information
contained in this Registration Statement, including our consolidated financial
statements and related notes, before making a decision to invest in our common
stock. Any of the following risks could have an adverse effect on our business,
operating results, financial condition and prospects, and could cause the
trading price of our common stock to decline, which would cause you to lose all
or part of your investment. Our business, operating results, financial
condition and prospects could also be harmed by risks and uncertainties not currently
known to us or that we currently do not believe are material.
We
consider the following to be the material risks for an investor regarding our
common stock. Our Company should be viewed as a high-risk investment and
speculative in nature. An investment in our common stock may result in a
complete loss of the invested amount. An investment in our common stock is
highly speculative, and should only be made by persons who can afford to lose
their entire investment in us. You should carefully consider the following risk
factors and other information in this Registration Statement before deciding to
become a holder of our common stock. If any of the following risks actually
occur, our business and financial results could be negatively affected to a
significant extent.
Risks Relating
to Our Business and Industry
1.
We
are a small company with limited history and we may not be able to manage our
future businesses on a profitable basis.
As the result of the transaction
consummated on December 31, 2019, Alpharidge Capital LLC became the Company’s
wholly owned operating subsidiary and the business of Alpharidge Capital LLC
became the Company’s sole business operations. Our management team will manage
the day-to-day operations and affairs of our company and oversee the management
and operations of our future businesses, subject to the oversight of our board
of directors. If we do not develop effective systems and procedures, including
accounting and financial reporting systems, to manage our operations as a
consolidated public company, we may not be able to manage the combined
enterprise on a profitable basis, which could adversely affect our ability to
pay distributions to our shareholders.
2.
We
will require additional funds in the future to achieve our current business
strategy and our inability to obtain funding will cause our business to fail.
We will need to raise additional funds
through public or private debt or equity sales in order to fund our future
operations and fulfill contractual obligations in the future. These financings
may not be available when needed. Even if these financings are available, it
may be on terms that we deem unacceptable or are materially adverse to your
interests with respect to dilution of book value, dividend preferences,
liquidation preferences, or other terms. Our inability to obtain financing
would have an adverse effect on our ability to implement our current business
plan and develop our products, and as a result, could require us to diminish or
suspend our operations and possibly cease our existence.
Even if we are successful in raising
capital in the future, we will likely need to raise additional capital to
continue and/or expand our operations. If we do not raise the additional
capital, the value of any investment in our Company may become worthless. In
the event we do not raise additional capital from conventional sources, it is
likely that we may need to scale back or curtail implementing our business
plan.
3.
If
we fail to develop and commercialize new products or expand the indications for
existing products, our prospects for future revenues and our results of
operations may be adversely affected.
The success of our biopharmaceutical business
depends on our ability to introduce new products as well as expand the
indications for our existing products to address areas of unmet medical need.
The launch of commercially successful products is necessary to cover our
substantial R&D expenses and to offset revenue losses when our existing
products lose market share due to various factors such as competition and loss
of patent exclusivity, as well as to provide for the growth of our business.
There are many difficulties and uncertainties inherent in drug development and
the introduction of new products. The product development cycle is
characterized by significant investments of resources, long lead times and
unpredictable outcomes due to the nature of developing medicines for human use.
We expend significant time and resources on our product pipeline without any assurance
that we will recoup our investments or that our efforts will be commercially
successful. A high rate of failure is inherent in the discovery and development
of new products, and failure can occur at any point in the process, including
late in the process after substantial investment. For example, see “We face
risks in our clinical trials, including the potential for unfavorable results,
delays in anticipated timelines and disruption, which may adversely affect our
prospects for future revenue growth and our results of operations.” We cannot
state with certainty when or whether any of our product candidates under
development will be approved or launched; whether we will be able to develop,
license or acquire additional product candidates or products; or whether any
products, once launched, will be commercially successful. Failure to launch
commercially successful new products or new indications for existing products
could have a material adverse effect on our future revenues, results of
operations and long-term success.
4. We
may in the future engage in, business acquisitions, licensing arrangements,
collaborations, disposals of our assets and other strategic transactions, which
could cause us to incur significant expenses and could adversely affect our
financial condition and results of operations.
We may in the
future engage in, business acquisitions, licensing arrangements,
collaborations, disposals of our assets and other transactions, as part of our
business strategy. We may not identify suitable transactions in the future and,
if we do, we may not complete such transactions in a timely manner, on a
cost-effective basis, or at all, and may not realize the expected benefits. For
example, if we are successful in making an acquisition, the products and
technologies that are acquired may not be successful or may require
significantly greater resources and investments than originally anticipated. We
also may not be able to integrate acquisitions successfully into our existing
business and could incur or assume significant debt and unknown or contingent
liabilities.
5. We
have reported limited revenue and net profits, and there can be no assurance
that we will ever generate significant revenue or net income.
We have limited operating history upon
which an evaluation of our future prospects can be made. For the year ended December
31, 2019, we have reported net profit of $6,188. Our prospects of generating
significant revenue and becoming a profitable company must be considered in
light of the substantial risks, expenses and difficulties encountered by new
entrants into the mergers, acquisition and turnaround industry. No
assurance can be given that we will have significant net income in future
periods or ever generate significant revenue. Our ability to
achieve and maintain significant profitability and positive cash flow is highly
dependent upon a number of factors, including our ability to secure adequate
financing for our acquisitions and investments, identify attractive targets, attract
managerial talents and produce effective business-turnaround models for the
businesses we acquire. Based upon current plans, we expect to incur operating
losses in future periods as we incur expenses associated with our business.
Further, we cannot guarantee that we will be successful in realizing revenues
or in achieving or sustaining positive cash flow at any time in the future. Any
such failure could result in the possible closure of our business or force us
to seek additional capital through loans or additional sales of our equity
securities to continue business operations, which would dilute the value of the
outstanding shares of our common stock.
6.
We
have little or limited operating history and relatively new business model in
an emerging and rapidly evolving market. This makes it difficult to evaluate
our future prospects and may increase the risk of your investment.
You must
consider our business and prospects in light of the risks and difficulties we
will encounter as a small company in a new and rapidly evolving market. We may
not be able to successfully address these risks and difficulties, which could
materially harm our business and operating results.
7.
Difficult
market conditions can adversely affect our business in many ways, including by
reducing the value or performance of the investments, reducing the ability of
the portfolio companies we acquire to raise or deploy capital and reducing the
volume of the transactions involving acquisitions, restructuring and
turnaround, each of which could materially reduce our revenue and cash flow and
adversely affect our financial condition.
Our business
will be materially affected by conditions in the global financial markets and
economic conditions throughout the world that are outside our control, such as
interest rates, availability of credit, inflation rates, economic uncertainty,
changes in laws (including laws relating to taxation), trade barriers,
commodity prices, currency exchange rates and controls and national and
international political circumstances (including wars, terrorist acts or
security operations). These factors may affect the level and volatility of
securities prices and the liquidity and the value of investments, and we may
not be able to or may choose not to manage our exposure to these market
conditions. In the event of a market downturn, each of our businesses could be
affected in different ways. Our significant profitability may also be adversely
affected by our fixed costs and the possibility that we would be unable to
scale back other costs within a time frame sufficient to match any decreases in
revenue relating to changes in market and economic conditions.
Our investment activities
may be affected by reduced opportunities to exit and realize value from businesses
and by the fact that we may not be able to find suitable investments for our
officers to effectively deploy capital, which could adversely affect our
ability to raise new funds. During periods of difficult market conditions or
slowdowns in a particular sector, companies in which we invest may experience
decreased revenues, financial losses, difficulty in obtaining access to
financing and increased funding costs. During such periods, these companies may
also have difficulty in expanding their businesses and operations and be unable
to meet their debt service obligations or other expenses as they become due,
including expenses payable to us. In addition, during periods of adverse
economic conditions, we may have difficulty accessing financial markets, which
could make it more difficult or impossible for us to obtain funding for
additional investments and harm our investments, assets and operating results.
A general market downturn, or a specific market dislocation,
may result in lower return on investment, which would adversely affect our
revenues. Furthermore, such conditions would also increase the risk of default
with respect to our mezzanine debt investments.
8.
Additional
capital, if needed, may not be available on acceptable terms, if at all, and
any additional financing may be on terms adverse to your interests.
We will need additional cash to fund our operations on an ongoing basis. Our
capital needs will depend on numerous factors, including market conditions
and our significant profitability. We cannot be certain that we will be able
to obtain additional financing on favorable terms, if at all. If additional
financing is not available when required or is not available on acceptable
terms, we may be unable to fund acquisitions, investments, take advantage of
business opportunities, or respond to competitive pressures or unanticipated
requirements, any of which could seriously harm our business and reduce the
value of your investment.
If we are able to raise additional funds, if and when needed, by issuing
additional equity securities, you may experience significant dilution of your
ownership interest and holders of these new securities may have rights senior
to yours as a holder of our common stock. If we obtain additional financing
by issuing debt securities, the terms of those securities could restrict or
prevent us from declaring dividends and could limit our flexibility in making
business decisions. In this case, the value of your investment could be
reduced.
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9.
Having
only two directors limits our ability to establish effective independent
corporate governance procedures.
We have only two directors
who also serve as the Company’s officers. Accordingly, we cannot establish
board committees comprised of independent members to oversee functions like
compensation or audit issues. In addition, a vote of the board members is
decided in favor of our president, which gives him significant control over all
corporate issues.
Until we have a larger board
of directors that would include some independent members, if ever, there will
be limited oversight of our president’s decisions and activities and little
ability for minority shareholders to challenge or reverse those activities and
decisions, even if they are not in the best interests of minority shareholders.
10.
Our
officers and directors have relevant, but limited experience in the mergers,
acquisition and turnaround industry, which could prevent us from successfully
implementing our business plan, and impede our ability to earn revenue.
Our officers and director relevant, but
limited practical experience in the biopharmaceutical industry, mergers,
acquisition and business turnaround; they have worked alongside others in a
team environment to successfully manage other businesses, mergers, acquisition
and turnaround opportunities. Our managements’ limited experience could hinder
their ability to successfully develop strategies that will result in successful
operation, or to secure acquisition/investment financing. It is likely that our
management's limited experience with mergers, acquisition, turnaround and
financing could hinder our ability to earn significant revenue. Each potential
investor must carefully consider the limited experience of our officers and
director before purchasing our common stock.
11.
Key
management personnel may leave us, which could adversely affect our ability to
continue operations.
Our future success depends in a large
part upon the continued service of key members of our senior management team.
In particular, we are entirely dependent on the efforts of Frank Igwealor, our
president and chief executive officer and Managing Director. The loss of our
officers and President and CEO, or of other key personnel hired in the future,
could have a material adverse effect on the business and its prospects. We
believe that we have made all commercially reasonable efforts to minimize the
risks attendant with the departure by key personnel and we plan to continue these
efforts in the future. There is currently no employment contract by and between
any office/director and us. Also, there is no guarantee that replacement
personnel, if any, will help us to operate profitably. Mr. Igwealor has been,
and continues to expect to be able to commit approximately 15 hours per week of
his time, to the development of our business plan in the next six months. If he
is required to spend additional time with his outside employment, he may not
have sufficient time to devote to us and we would be unable to develop our
business plan resulting in business failure.
We do not maintain key person life
insurance on our officers and President and CEO. The loss of any of our
management or key personnel could seriously harm our business.
12.
Our
future success is dependent on our employees and the management team of our target
businesses, the loss of any of whom could materially adversely affect our
financial condition, business and results of operations.
The future success of our businesses also
depends on the respective management teams of those businesses because we
intend to operate our businesses on a holding-company-subsidiary basis, each
subsidiary being run by independently, primarily relying on their existing
management teams for management of our businesses’ day-to-day operations.
Consequently, their operational success, as well as the success of any organic
growth strategy, will be dependent on the continuing efforts of the management
teams of our future businesses. We will seek to provide these individuals with
equity incentives in our company and to have employment agreements with certain
persons we have identified as key to their businesses. However, these measures
may not prevent these individuals from leaving their employment. The loss of
services of one or more of these individuals may materially adversely affect
our financial condition, business and results of operations.
In addition, we may have difficulty
effectively integrating and managing future acquisitions. The management or
improvement of businesses we acquire may be hindered by a number of factors,
including limitations in the standards, controls, procedures and policies
implemented in connection with such acquisitions. Further, the management of an
acquired business may involve a substantial reorganization of the business’
operations resulting in the loss of employees and customers or the disruption
of our ongoing businesses. We may experience greater than expected costs or
difficulties relating to an acquisition, in which case, we might not achieve
the anticipated returns from any particular acquisition.
13.
If
we are unable to retain or motivate key personnel or hire qualified personnel,
we may not be able to grow effectively.
Our future
performance is largely dependent on the talents and efforts of highly skilled
individuals. Our future success depends on our ability to identify, hire,
develop, motivate and retain highly skilled personnel for all areas of our
organization. Competition in our industry for qualified employees is intense,
and we are aware that our competitors will directly target our employees. Our
ability to compete effectively depends on our ability to attract new employees
and to retain and motivate our existing employees.
We intend to
develop and maintain a rigorous, highly selective and time-consuming hiring
process. We believe that our planned approach to hiring will significantly
contribute to our future success. As we execute our business plan, our hiring
process may prevent us from hiring the personnel we need in a timely manner.
If we do not succeed in attracting excellent personnel or retaining or
motivating existing personnel, we may be unable to operate effectively.
14.
If
we are unable to provide future officers with sufficient equity interests in
our business to the same extent or with the same tax consequences as our
existing officer, we may not be able to retain or motivate key personnel or
hire qualified personnel.
Our most important asset is our people,
and our success will be highly dependent upon the efforts of our officers,
directors and other professionals. Our future success and growth will depend to
a substantial degree on our ability to retain and motivate our officers, senior
managers and other key personnel and to strategically recruit, retain and
motivate new talented personnel, including new officers.
We might not be
able to provide future officers with sufficient equity interests in our
business to the same extent or with the same tax consequences as our existing
officers. Therefore, in order to recruit and retain existing and future
officers, we may need to increase the level of compensation that we pay to
them. Accordingly, as we promote or hire new officers over time, we may
increase the level of compensation we pay to our officers, which would cause
our total employee compensation and benefits expense as a percentage of our
total revenue to increase and adversely affect our significant profitability. In
addition, issuance of equity interests in our business to future officers would
dilute existing public shareholders’ stake.
We
plan to maintain a work environment that reinforces our culture of
collaboration, motivation and alignment of interests with investors. The
effects of becoming public, including potential changes in our compensation
structure, could adversely affect this culture. If we do not continue to
develop and implement the right processes and tools to manage our changing
enterprise and maintain this culture, our ability to compete successfully and
achieve our business objectives could be impaired, which could negatively
impact our business, financial condition and results of operations.
15.
Because
we intend to make equity
awards to our employees on an ongoing basis, these equity awards to employees
will be dilutive to the book value of investors’ shares of our common stock.
We intend to
make equity awards to all of our employees on an ongoing basis as an incentive
to unlock the talents and dedication of all of our employees to contribute to
our success. These ongoing equity awards to employees will be dilutive to the
book value of investors’ shares of our common stock. These equity awards will
surely result in dilution to investors. “Dilution” represents the
difference between the selling price of the shares of our common stock and the
net book value per share of common stock. "Net book value" is the
amount that results from subtracting total liabilities from total assets.
16. Compliance with
changing regulation of corporate governance and public disclosure may result in
additional expenses.
Changing laws, regulations and standards
relating to corporate governance and public disclosure, including the Sarbanes-Oxley
Act of 2002, new SEC regulations and Finra rules, are creating uncertainty for
companies such as ours. These new or changed laws, regulations and standards
are subject to varying interpretations in many cases due to their lack of
specificity, and as a result, their application in practice may evolve over
time as new guidance is provided by regulatory and governing bodies, which
could result in continuing uncertainty regarding compliance matters and higher
costs necessitated by ongoing revisions to disclosure and governance practices.
We are committed to maintaining high standards of corporate governance and
public disclosure. As a result, we intend to invest resources to comply with
evolving laws, regulations and standards, and this investment may result in
increased general and administrative expenses and a diversion of management
time and attention from revenue-generating activities to compliance activities.
If our efforts to comply with new or changed laws, regulations and standards
differ from the activities intended by regulatory or governing bodies due to
ambiguities related to practice, our reputation may be harmed.
17.
Failure
to achieve and maintain effective internal controls in accordance with Section
404 of the Sarbanes-Oxley Act of 2002 could prevent us from producing reliable
financial reports or identifying fraud. In addition, current and potential
stockholders could lose confidence in our financial reporting, which could have
an adverse effect on our stock price.
Effective internal controls are
necessary for us to provide reliable financial reports and effectively prevent
fraud, and a lack of effective controls could preclude us from accomplishing
these critical functions. We are required to document and test
our internal control procedures in order to satisfy the requirements of Section
404 of the Sarbanes-Oxley Act of 2002, which requires annual management
assessments of the effectiveness of an issuer’s internal controls over
financial reporting. Responsibility for all accounting issues
at present rest with Mr. Igwealor, our President, Chief Executive Officer and
Chief Financial Officer, which may be deemed to be inadequate. Although
we intend to augment our internal controls procedures and expand our accounting
staff, there is no guarantee that this effort will be adequate.
During the course of our testing, we may
identify deficiencies which we may not be able to
remediate. In addition, if we fail to maintain the adequacy of
our internal accounting controls, as such standards are modified, supplemented
or amended from time to time, we may not be able to ensure that we can conclude
on an ongoing basis that we have effective internal controls over financial
reporting in accordance with Section 404. Failure to achieve
and maintain an effective internal control environment could cause us to face
regulatory action and also cause investors to lose confidence in our reported
financial information.
18.
If
we are unable to obtain additional funding our business operation will be
harmed; and if we do obtain additional funding, our then existing shareholders
may suffer substantial dilution.
We have limited financial resources. As
of December 31, 2019, we had $500 of cash on hand. If we are unable to develop
our business or secure additional funds our business would fail and our shares
may be worthless. We may seek to obtain debt financing
as well. There is no assurance that we will not incur debt in the future, that
we will have sufficient funds to repay any indebtedness, or that we will not
default on our debt obligations, jeopardizing our business viability.
Furthermore, we may not be able to borrow or raise additional capital in the
future to meet our needs, or to otherwise provide the capital necessary to
conduct our business. There can be no assurance that financing will be
available in amounts or on terms acceptable to us, if at all. The inability to
obtain additional capital will restrict our ability to grow and may reduce our
ability to continue to conduct business operations. If we are unable to obtain
additional financing, we will likely be required to curtail our business plans
and possibly cease our operations. Any additional equity financing may involve
substantial dilution to our then existing shareholders.
19.
In
the future we may seek additional financing through the sale of our common
stock resulting in dilution to existing shareholders.
The most likely source of future
financing presently available to us is through the sale of shares of
our common stock. Any sale of common stock will result in dilution of
equity ownership to existing shareholders. This means that, if we sell shares
of our common stock, more shares will be outstanding and each existing shareholder
will own a smaller percentage of the shares then outstanding, which will result
in a reduction in the value of an existing shareholder’s interest. To raise
additional capital we may have to issue additional shares, which may
substantially dilute the interests of existing shareholders. Alternatively, we
may have to borrow large sums, and assume debt obligations that require us to
make substantial interest and capital payments.
We cannot guarantee we will be
successful in generating revenue in the future or be successful in raising
funds through the sale of shares to pay for our business plan and expenditures.
As of the date of this registration statement of which this prospectus is a
part, we have not earned any revenue. Failure to generate revenue will cause us
to go out of business, which will result in the complete loss of your
investment.
20.
Our
use of leverage to finance our business will expose us to substantial risks,
which are exacerbated by our use of leverage to finance investments.
It is our intention to eventually use a
significant amount of borrowings to finance our business operations as a public
company. That will expose us to the typical risks associated with the use of
substantial leverage, including those discussed below under. These risks are
exacerbated by our use of leverage to finance acquisitions and investments. Our
use of substantial leverage as a public company, coupled with the leverage to
be used by many of our portfolio businesses to finance operations and investments,
could also stop us obtaining a decent credit ratings from the rating agencies,
which might well result in an increase in our borrowing costs and could
otherwise adversely affect our business in a material way.
21.
Dependence
on significant leverage in investments
by our funds could adversely affect our ability to achieve attractive rates of
return on those investments.
Because many of
the private equity and real estate investments we intend to make would rely
heavily on the use of leverage, our ability to achieve attractive rates of
return on investments will depend on our ability to access sufficient sources
of indebtedness at attractive rates. For example, in many private equity
investments, indebtedness may constitute 70% or more of a portfolio company's
or real estate asset's total debt and equity capitalization, including debt
that may be incurred in connection with the investment. An increase in either
the general levels of interest rates or in the risk spread demanded by sources
of indebtedness would make it more expensive to finance those investments.
Increases in interest rates could also make it more difficult to locate and
consummate private equity investments because other potential buyers, including
operating companies acting as strategic buyers, may be able to bid for an asset
at a higher price due to a lower overall cost of capital. In addition, a
portion of the indebtedness used to finance private equity investments often
includes high-yield debt securities issued in the capital markets. Availability
of capital from the high-yield debt markets is subject to significant
volatility, and there may be times when we might not be able to access those
markets at attractive rates, or at all, when completing an investment.
Ownership or
investments in highly leveraged entities are inherently more sensitive to
declines in revenues, increases in expenses and interest rates and adverse
economic, market and industry developments. The incurrence of a significant
amount of indebtedness by an entity could, among other things:
·
give
rise to an obligation to make mandatory prepayments of debt using excess cash
flow, which might limit the entity's ability to respond to changing industry
conditions to the extent additional cash is needed for the response, to make unplanned
but necessary capital expenditures or to take advantage of growth
opportunities;
·
limit
the entity's ability to adjust to changing market conditions, thereby placing
it at a competitive disadvantage compared to its competitors who have
relatively less debt;
·
limit
the entity's ability to engage in strategic acquisitions that might be
necessary to generate attractive returns or further growth; and
·
limit
the entity's ability to obtain additional financing or increase the cost of
obtaining such financing, including for capital expenditures, working capital
or general corporate purposes.
As a result, the
risk of loss associated with a leveraged entity is generally greater than for
companies with comparatively less debt.
The mezzanine
finance component of our business plan may choose to use leverage as part of
its investment programs and regularly borrow a substantial amount of the
capital. The use of leverage poses a significant degree of risk and enhances
the possibility of a significant loss in the value of the portfolio. We may
borrow money from time to time to purchase or carry businesses, properties or
securities. The interest expense and other costs incurred in connection with
such borrowing may not be recovered by appreciation in the businesses,
properties or securities purchased or carried, and will be lost—and the timing
and magnitude of such losses may be accelerated or exacerbated—in the event of
a decline in the market value of such securities. Gains realized with borrowed
funds may cause our enterprise value to increase at a faster rate than would be
the case without borrowings. However, if investment results fail to cover the
cost of borrowings, our enterprise value could also decrease faster than if
there had been no borrowings.
Any of the foregoing circumstances could
have a material adverse effect on our financial condition, results of
operations and cash flow.
22.
The
due diligence process that we undertake in connection
with investments may not reveal all facts that may be relevant in connection
with that investment.
Before we
acquire any business or make private equity and other investments, we intend to
conduct due diligence that is deem reasonable and appropriate based on the
facts and circumstances applicable to each investment. When conducting due
diligence, we may be required to evaluate important and complex business,
financial, tax, accounting, environmental and legal issues. Outside
consultants, legal advisors, accountants and investment banks may be involved
in the due diligence process in varying degrees depending on the type of
investment. Nevertheless, when conducting due diligence and making an
assessment regarding an investment, we rely on the resources available to us,
including information provided by the target of the investment and, in some
circumstances, third-party investigations. The due diligence investigation that
we will carry out with respect to any investment opportunity may not reveal or
highlight all relevant facts that may be necessary or helpful in evaluating
such investment opportunity. Moreover, such an investigation will not
necessarily result in the investment being successful.
23.
We
face competition for businesses
that fit our acquisition strategy and, therefore, we may have to acquire
targets at sub-optimal prices or, alternatively, forego certain acquisition
opportunities.
We have been
formed to acquire and manage small to middle market businesses. In pursuing
such acquisitions, we expect to face strong competition from a wide range of
other potential purchasers. Although the pool of potential purchasers for such
businesses is typically smaller than for larger businesses, those potential
purchasers can be aggressive in their approach to acquiring such businesses.
Furthermore, we expect that we may need to use third-party financing in order
to fund some or all of these potential acquisitions, thereby increasing our
acquisition costs. To the extent that other potential purchasers do not need to
obtain third-party financing or are able to obtain such financing on more
favorable terms, they may be in a position to be more aggressive with their
acquisition proposals. As a result, in order to be competitive, our acquisition
proposals may need to be aggressively priced, including at price levels that
exceed what we originally determined to be fair or appropriate in order to
remain competitive. Alternatively, we may determine that we cannot pursue on a
cost effective basis what would otherwise be an attractive acquisition
opportunity.
24. We may not be
able to successfully fund future acquisitions of new businesses due to the
unavailability of debt or equity financing on acceptable terms, which could
impede the implementation of our acquisition strategy.
In order to make
future acquisitions, we intend to raise capital primarily through debt
financing at our company level, additional equity offerings, the sale of equity
or assets of our businesses, offering equity in our company or our businesses
to the sellers of target businesses or by undertaking a combination of any of
the above. Because the timing and size of acquisitions cannot be readily
predicted, we may need to be able to obtain funding on short notice to benefit
fully from attractive acquisition opportunities. Such funding may not be
available on acceptable terms. In addition, the level of our indebtedness may
impact our ability to borrow at our company level. The sale of additional
common shares will also be subject to market conditions and investor demand for
the common shares at prices that may not be in the best interest of our
shareholders. These risks may materially adversely affect our ability to pursue
our acquisition strategy.
25.
We
may change our management and
acquisition strategies without the consent of our shareholders, which may
result in a determination by us to pursue riskier business activities.
We may change
our strategy at any time without the consent of our shareholders, which may
result in our acquiring businesses or assets that are different from, and
possibly riskier than, the strategy described in this prospectus. A change in
our strategy may increase our exposure to interest rate and currency
fluctuations, subject us to regulation under the Investment Company Act of
1940, as amended, which we refer to as the Investment Company Act, or subject
us to other risks and uncertainties that affect our operations and significant
profitability.
26.
Our
community-empowerment and
job-creation projects involves investments in relatively high-risk, illiquid
assets, and we may fail to realize any profits from these activities for a
considerable period of time or lose some or all of our principal investments.
We intend to
make most of our community-empowerment and job-creating investments in private
businesses whose securities are not publicly traded. In many cases, these
investments may remain illiquid for a period of time. We will generally not be
able to easily exit from such investment until the investee’s securities are
registered under applicable securities laws, or unless an exemption from such
registration is available. Our ability, particularly our private equity
operation’s, to dispose of investments will be heavily dependent on the public
equity markets. Even when investee’s securities are publicly traded, large
holdings of securities can often be disposed of only over a substantial length
of time, exposing the investment returns to risks of downward movement in
market prices during the intended disposition period. Accordingly, under
certain conditions, we may be forced to either sell securities at lower prices
than we would have expected to realize or defer—potentially for a considerable
period of time—sales that we had planned to make. We intend to make significant
principal investments in our community-empowerment and job-creation projects.
Contributing capital to these investments is risky, and we may lose some or the
entire principal amount of our investments.
27.
Our
community-empowerment and job-creation
projects may sometimes make investments in companies that we do not control.
Our community-empowerment and
job-creating investments will often include debt instruments and equity
securities of companies that we do not control. We may acquire such instruments
and securities primarily through purchases of securities from the issuer. In
addition, we may dispose of a portion of our majority equity stake in portfolio
community-empowerment and job-creation businesses over time in a manner that
results in GiveMePower Corporation retaining a minority investment. Those
investments will be subject to the risk that the company in which the
investment is made may make business, financial or management decisions with
which we do not agree or that the majority stakeholders or the management of
the company may take risks or otherwise act in a manner that does not serve our
community-empowerment and job-creation interests. If any of the foregoing were
to occur, we may be forced to liquidate our investments prematurely and our
financial condition, results of operations and cash flow could suffer as a
result.
28.
In
the future, we will seek to enter into a credit facility to help fund our
acquisition capital and working capital needs. This credit facility may expose
us to additional risks associated with leverage and may inhibit our operating
flexibility and reduce cash flow available for distributions to our
shareholders.
Following the
identification of a platform acquisition, we will seek to enter into a credit
facility with a third party lender. Our proposed third-party credit facility
will likely require us to pay a commitment fee on the undrawn amount. Our
proposed third-party credit facility will contain a number of affirmative and
restrictive covenants.
If we violate any such covenants, our
lender could accelerate the maturity of any debt outstanding and we may be
prohibited from making any distributions to our shareholders. Such debt may be
secured by our assets, including the stock we may own in businesses that we may
acquire in the future and the rights we have under intercompany loan agreements
that we may enter into in the future with our businesses. Our ability to meet
our debt service obligations may be affected by events beyond our control and
will depend primarily upon cash produced by businesses that we may acquire in
the future and distributed or paid to our company. Any failure to comply with
the terms of our indebtedness may have a material adverse effect on our
financial condition.
29.
System
failures could harm our business.
Our systems may be vulnerable to damage
or interruption from earthquakes, terrorist attacks, floods, fires, power loss,
telecommunication failures, computer viruses, computer denial of service
attacks or other attempts to harm our system, and similar events. Some of our
data centers may be located in areas with a high risk of major earthquakes. Our
data centers are also subject to break-ins, sabotage and intentional acts of
vandalism, and to potential disruptions if the operators of these facilities
have financial difficulties. Some of our systems are not fully redundant, and
our disaster recovery planning cannot account for all eventualities. The
occurrence of a natural disaster, a decision to close a facility we are using
without adequate notice for financial reasons or other unanticipated problems
at our data centers could result in lengthy interruptions in our service. Any
damage to or failure of systems could result in interruptions in our service.
Interruptions in our service could reduce our revenues and profits, and our
brand could be damaged if people believe our system is unreliable.
30.
Operational
risks may disrupt our businesses, result in losses or limit our growth.
We may rely
heavily on our financial, accounting and other data processing systems. If any
of these systems do not operate properly or are disabled, we could suffer
financial loss, a disruption of our businesses, liability to our investment
funds, regulatory intervention or reputational damage.
In addition, we
plan to operate in businesses that are highly dependent on information systems
and technology. Our information systems and technology may not continue to be
able to accommodate our growth, and the cost of maintaining such systems may
increase from its current level. Such a failure to accommodate growth, or an
increase in costs related to such information systems, could have a material
adverse effect on us.
Finally, we may
rely on third-party service providers for certain aspects of our business,
including for certain information systems and technology and administration of
our hedge funds. Any interruption or deterioration in the performance of these
third parties or failures of their information systems and technology could
impair the quality of the funds' operations and could impact our reputation and
hence adversely affect our businesses.
31.
Acquisitions
could result in operating difficulties, dilution and other harmful
consequences.
Our business plan is significantly
dependent upon acquisitions of other businesses, assets, and properties. We do
not have a great deal of experience acquiring companies. We have evaluated, and
expect to continue to evaluate, a wide array of potential strategic
transactions. From time to time, we may engage in discussions regarding
potential acquisitions. Any of these transactions could be material to our
financial condition and results of operations. In addition, the process of
integrating an acquired company, business or technology may create unforeseen
operating difficulties and expenditures and is risky. The areas where we may
face risks include:
·
The
need to implement or remediate controls, procedures and policies appropriate
for a larger public company at companies that prior to the acquisition lacked
these controls, procedures and policies.
·
Diversion
of management time and focus from operating our business to acquisition
integration challenges.
·
Cultural
challenges associated with integrating employees from the acquired company into
our organization.
·
Retaining
employees from the businesses we acquire.
·
The
need to integrate each company’s accounting, management information, human
resource and other administrative systems to permit effective management.
Foreign acquisitions involve unique
risks in addition to those mentioned above, including those related to
integration of operations across different cultures and languages, currency
risks and the particular economic, political and regulatory risks associated
with specific countries. Also, the anticipated benefit of many of our
acquisitions may not materialize. Future acquisitions or dispositions could
result in potentially dilutive issuances of our equity securities, the
incurrence of debt, contingent liabilities or amortization expenses, or
write-offs of goodwill, any of which could harm our financial condition. Future
acquisitions may require us to obtain additional equity or debt financing,
which may not be available on favorable terms or at all.
32.
Our
real estate investments/operations will be subject to the risks inherent in the
ownership and operation of real estate and the construction and development of
real estate.
Our planned investments in real estate
will be subject to the risks inherent in the ownership and operation of real
estate and real estate-related businesses and assets. These risks include those
associated with the burdens of ownership of real property, general and local
economic conditions, changes in supply of and demand for competing properties
in an area (as a result for instance of overbuilding), fluctuations in the
average occupancy and room rates for hotel properties, the financial resources
of tenants, changes in building, environmental and other laws, energy and
supply shortages, various uninsured or uninsurable risks, natural disasters,
changes in government regulations (such as rent control), changes in real
property tax rates, changes in interest rates, the reduced availability of
mortgage funds which may render the sale or refinancing of properties difficult
or impracticable, negative developments in the economy that depress travel
activity, environmental liabilities, contingent liabilities on disposition of
assets, terrorist attacks, war and other factors that are beyond our control.
In addition, if our real estate investments/operations acquire direct or
indirect interests in undeveloped land or underdeveloped real property, which
may often be non-income producing, they will be subject to the risks normally
associated with such assets and development activities, including risks
relating to the availability and timely receipt of zoning and other regulatory
or environmental approvals, the cost and timely completion of construction
(including risks beyond the control of our fund, such as weather or labor
conditions or material shortages) and the availability of both construction and
permanent financing on favorable terms.
33.
We
may occasionally become subject to commercial disputes that could harm our
business.
As we move ahead to execute our business
plan, we may become engaged in disputes regarding our commercial transactions.
These disputes could result in monetary damages or other remedies that could
adversely impact our financial position or operations. Even if we prevail in
these disputes, they may distract our management from operating our business.
34.
We
have to keep up with rapid technological change to remain competitive.
Our future
success will depend on our ability to adapt to rapidly changing technologies,
to adapt our services to evolving industry standards and to improve the
performance and reliability of our services. Our failure to adapt to such
changes would harm our business.
35.
We
may be subject to substantial
litigation risks and may face significant liabilities and damage to our
professional reputation as a result of litigation allegations and negative
publicity from our type of business.
The investment
or acquisition decisions we may make as we execute our business plan may
subject us to the risk of third-party litigation arising from minority
shareholders’ actions or investor dissatisfaction with the activities of our
business and a variety of other litigation claims. For example, from time to
time we and our portfolio companies may be subject to class action suits by
shareholders in public companies that we might have agreed to acquire that
challenge our acquisition transactions and attempt to enjoin them.
36.
Employee
misconduct could harm us
by impairing our ability to attract and retain clients and subjecting us to
significant legal liability and reputational harm.
There is a risk
that our employees could engage in misconduct that adversely affects our
business. We may be subject to a number of obligations and standards arising
from our acquisition, mergers and assets turnaround management business. If one of our employees were to engage in
misconduct or were to be accused of such misconduct, our business and our
reputation could be adversely affected.
37.
We
are subject to the periodic reporting requirements of the Exchange Act that
will require us to incur audit fees and legal fees in connection with the
preparation of such reports. These additional costs could reduce or eliminate
our ability to earn a profit.
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Following the effective date of our
registration statement of which this prospectus is a part, we will be required
to file periodic reports with the SEC pursuant to the Exchange Act and the
rules and regulations promulgated thereunder. In order to comply with these
requirements, our independent registered public accounting firm will have to
review our financial statements on a quarterly basis and audit our financial
statements on an annual basis. Moreover, our legal counsel will have to review
and assist in the preparation of such reports. The costs charged by these
professionals for such services cannot be accurately predicted at this time
because factors such as the number and type of transactions that we engage in
and the complexity of our reports cannot be determined at this time and will
have a major effect on the amount of time to be spent by our auditors and
attorneys. However, the incurrence of such costs will obviously be an expense
to our operations and thus have a negative effect on our ability to meet our
overhead requirements and earn a profit. We may be exposed to potential risks
resulting from any new requirements under Section 404 of the
Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or
prevent fraud, our business and operating results could be harmed, investors
could lose confidence in our reported financial information, and the trading
price of our common stock, if a market ever develops, could drop significantly.
38.
Our
internal controls may be inadequate, which could cause our financial
reporting to be unreliable and lead to misinformation being disseminated to
the public.
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Our management is responsible for
establishing and maintaining adequate internal control over financial
reporting. As defined in Exchange Act Rule 13a-15(f), internal control over
financial reporting is a process designed by, or under the supervision of, the
principal executive and principal financial officer and effected by the board
of directors, management and other personnel, 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 and includes those policies and procedures that:
·
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pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of our assets;
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·
|
provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of management and/or our directors;
and
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·
|
provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material
effect on the financial statements.
|
We will rely on the use of outside
professionals to assist us in maintaining our internal controls. With growth or
unmanageable increases in our business plan objectives, our internal controls
may be inadequate or ineffective, which could cause our financial reporting to
be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an
uninformed investment decision with regards to an investment in our common
stock.
In order to mitigate the
risks associated with maintaining internal controls if and when the Company
grows, we will engage qualified professionals on an independent contractor
basis to assist in reviewing and recording transactions. When and if finances
permit, we will hire an experienced financial professional to oversee our
reporting and control functions.
Failure to achieve and
maintain an effective internal control environment could cause us to face
regulatory action and also cause investors to lose confidence in our reported
financial information, either of which could have a material adverse effect on
the Company’s business, financial condition, results of operations and future
prospects.
However, our auditors will
not be required to formally attest to the effectiveness of our internal control
over financial reporting pursuant to Section 404 until we are no longer an
“emerging growth company” as defined in the JOBS Act if we take advantage of the
exemptions available to us through the JOBS Act.
39. If GiveMePower
Corporation, Inc. were deemed an "investment company" under the 1940
Act, applicable restrictions could make it impractical for us to continue our
business as contemplated and could have a material adverse effect on our
business.
A person will generally be deemed to be
an "investment company" for purposes of the 1940 Act if:
• it is or holds itself out as being
engaged primarily, or proposes to engage primarily, in the business of investing,
reinvesting or trading in securities; or
• absent an applicable exemption, it
owns or proposes to acquire investment securities having a value exceeding 40%
of the value of its total assets (exclusive of U.S. government securities and
cash items) on an unconsolidated basis.
We believe that
we will be engaged primarily in the business of acquiring businesses and investing
in businesses with the intent to gain control of the investee in other to
implement our turnaround business-process improvement on the target business.
We do not intend to engage in the business of investing, reinvesting or trading
in securities. We also believe that the primary source of income from each of
our business platform will be properly characterized as income earned in
exchange for the provision of services. We intend to hold ourselves out as a
business acquirer and do not propose to engage primarily in the business of
investing, reinvesting or trading in securities. Accordingly, we do not believe
that GiveMePower Corporation, Inc. is, or will be, an "orthodox"
investment company as defined in section 3(a)(1)(A) of the 1940 Act and
described in the first bullet point above. Furthermore, we do not believe GiveMePower
Corporation, Inc. is, or will be, an inadvertent investment company by virtue
of the 40% test in section 3(a)(1)(C) of the 1940 Act as described in the
second bullet point above.
The 1940 Act and
the rules thereunder contain detailed parameters for the organization and
operation of investment companies. Among other things, the 1940 Act and the
rules thereunder limit or prohibit transactions with affiliates, impose
limitations on the issuance of debt and equity securities, generally prohibit
the issuance of options and impose certain governance requirements. We intend
to conduct our operations so that GiveMePower Corporation, Inc. will not be
deemed to be an investment company under the 1940 Act. If anything were to
happen which would cause GiveMePower Corporation, Inc. to be deemed to be an
investment company under the 1940 Act, requirements imposed by the 1940 Act,
including limitations on our capital structure, ability to transact business
with other businesses and ability to compensate key employees, could make it
impractical for us to continue our business as currently conducted, or any
combination thereof, and materially adversely affect our business, financial
condition and results of operations. In addition, we may be required to limit
the amount of investments that we make as a principal or otherwise conduct our
business in a manner that does not subject us to the registration and other
requirements of the 1940 Act.
40.
Our
non-controlling investments
will in most cases rank junior to investments made by others.
In most cases,
the companies in which we invest without acquiring controlling stakes, will
have indebtedness or equity securities, or may be permitted to incur
indebtedness or to issue equity securities, that rank senior to our investment.
By their terms, such instruments may provide that their holders are entitled to
receive payments of dividends, interest or principal on or before the dates on
which payments are to be made in respect of our investment. Also, in the event
of insolvency, liquidation, dissolution, reorganization or bankruptcy of a
company in which an investment is made, holders of securities ranking senior to
our investment would typically be entitled to receive payment in full before
distributions could be made in respect of our investment. After repaying senior
security holders, the company may not have any remaining assets to use for
repaying amounts owed in respect of our investment. To the extent that any
assets remain, holders of claims that rank equally with our investment would be
entitled to share on an equal and ratable basis in distributions that are made
out of those assets. Also, during periods of financial distress or following
insolvency, our ability to influence a company's affairs and to take actions to
protect our investments may be substantially less than that of the senior
creditors.
41.
Risk
management activities may adversely
affect the return on our investments.
When managing
our exposure to market risks, we may from time to time use forward contracts,
options, swaps, caps, collars and floors or pursue other strategies or use
other forms of derivative instruments to limit our exposure to changes in the
relative values of investments that may result from market developments,
including changes in prevailing interest rates, currency exchange rates and
commodity prices. The success of any hedging or other derivative transactions
generally will depend on our ability to correctly predict market changes, the
degree of correlation between price movements of a derivative instrument, the
position being hedged, the creditworthiness of the counterparty, and other
factors. As a result, while we may enter into a
transaction in order to reduce our exposure to market risks, the transaction
may result in poorer overall financial performance than if it had not been
executed. Such transactions may also limit the opportunity for gain if the
value of a hedged position increases.
42.
Valuation
methodologies for certain
assets we in our portfolio can be subject to significant subjectivity and the
values of assets established pursuant to such methodologies may never be
realized, which could result in significant losses for our funds.
There are no
readily ascertainable market prices for a very large number of illiquid
investments of our private equity, real estate and mezzanine operations. We
intend to determine the value of the investments of each of our private equity,
real estate and mezzanine operations on a periodic basis based on the fair
value of such investments. The fair value of investments of a private equity,
real estate or mezzanine debt will be determined using a number of
methodologies described in the investments' valuation policies. We intend to
make valuation determinations historically without the assistance of an
independent valuation firm, although an independent valuation firm may
participate in valuation determinations in the future.
There is no
single standard for determining fair value in good faith and, in many cases,
fair value is best expressed as a range of fair values from which a single
estimate may be derived. The types of factors that may be considered when
applying fair value pricing to an investment in a particular company include
the historical and projected financial data for the company, valuations given
to comparable companies, the size and scope of the company's operations, the
strengths and weaknesses of the company, expectations relating to investors'
demand for an offering of the company's securities, the size of our investment
in the portfolio company and any control associated therewith, information with
respect to transactions or offers for the portfolio company's securities
(including the transaction pursuant to which the investment was made and the
period of time that has elapsed from the date of the investment to the
valuation date), applicable restrictions on transfer, industry information and
assumptions, general economic and market conditions, the nature and realizable
value of any collateral or credit support and other relevant factors. Fair
values may be established using a market multiple approach that is based on a
specific financial measure (such as earnings before interest, taxes,
depreciation and amortization, or "EBITDA," adjusted EBITDA, cash
flow, net income, revenues or net asset value) or, in some cases, a cost basis
or a discounted cash flow or liquidation analysis.
In addition, we
determine the fair value of a number of our investments based on a variety of
valuation methodologies. Because valuations, and in particular valuations of
investments for which market quotations are not readily available, are
inherently uncertain, may fluctuate over short periods of time and may be based
on estimates, determinations of fair value may differ materially from the
values that would have resulted if a ready market had existed. Even if market
quotations are available for our portfolio businesses, such quotations may not
reflect the value that we would actually be able to realize because of various
factors, including the possible illiquidity associated with a large ownership
position or legal restrictions on transfer. In addition, because many of the
illiquid investments will be in industries or companies which are cyclical,
undergoing some uncertainty or distress or otherwise subject to volatility,
such investments are subject to rapid changes in value caused by sudden
company-specific or industry-wide developments.
Because there is significant uncertainty
in the valuation of, or in the stability of the value of illiquid investments,
the fair values of such investments as reflected in our asset value do not
necessarily reflect the prices that would actually be obtained by us when such
investments are realized. Changes in values attributed to investments from
quarter to quarter may result in volatility in our enterprise value and results
of operations that we report from period to period. Also, a situation where asset
values turn out to be materially different than values reflected in prior
business values could cause investors to lose confidence in us, which would in
turn result in difficulty in raising additional funds.
Risks Related to
Our Common Stock
1.
An active
trading market may not develop in the future.
The market price of our common stock is
highly volatile and is subject to wide fluctuations in response to factors such
as actual or anticipated changes in operating results, changes in financial
estimates by securities analysts, new products or services introduced by the
company or our competitors, conditions and trends in the software markets,
general market conditions and other factors. Historically, the trading volume
of our stock has been low, which may amplify changes in our stock
price especially if a significant amount of our stock is sold. Our stock trades
on the OTC Pink Sheet, which may make if more difficult for investors to trade
our stock, or to obtain accurate quotations for the market value of our stock
as compared to stock which trades on larger exchanges.
2.
An
active trading market may not develop in the future.
An active trading market may not develop
or, if developed, may not be sustained. The lack of an active
market may impair your ability to sell your shares of common stock at the time
you wish to sell them or at a price that you consider
reasonable. The lack of an active market may also reduce the
market value and increase the volatility of your shares of common
stock. An inactive market may also impair our ability to raise
capital by selling shares of common stock and may impair our ability to acquire
other companies or assets by using shares of our common stock as consideration.
3.
Our
Common Stock is subject to the “Penny Stock” rules of the SEC and trading
market in our securities is limited, which makes transactions in our stock
cumbersome and may reduce the value of an investment in our stock.
The Securities and Exchange Commission
has adopted Rule 15g-9 which establishes the definition of a "penny
stock," for the purposes relevant to us, as any equity security that has a
market price of less than $5.00 per share or with an exercise price of less
than $5.00 per share, subject to certain exceptions. For any transaction involving
a penny stock, unless exempt, the rules require:
o
that
a broker or dealer approve a person's account for transactions in penny stocks;
and
o
the
broker or dealer receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to be
purchased.
In
order to approve a person's account for transactions in penny stocks, the
broker or dealer must:
o
obtain
financial information and investment experience objectives of the person; and
o
make
a reasonable determination that the transactions in penny stocks are suitable
for that person and the person has sufficient knowledge and experience in
financial matters to be capable of evaluating the risks of transactions in
penny stocks.
The broker or dealer must also deliver,
prior to any transaction in a penny stock, a disclosure schedule prescribed by
the Commission relating to the penny stock market, which, in highlight form:
o
sets
forth the basis on which the broker or dealer made the suitability
determination; and
o
that
the broker or dealer received a signed, written agreement from the investor
prior to the transaction.
Generally, brokers may be less willing
to execute transactions in securities subject to the "penny stock"
rules. This may make it more difficult for investors to dispose of our common
stock and cause a decline in the market value of our stock.
Disclosure also has to be made about the
risks of investing in penny stocks in both public offerings and in secondary
trading and about the commissions payable to both the broker-dealer and the
registered representative, current quotations for the securities and the rights
and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on
the limited market in penny stocks.
4. Because
our Chief Executive Officer owns a controlling interest in our company, he
controls our company and is able to designate our directors and officers and
control all major decisions and corporate actions and so long as our Chief
Executive Officer retains ownership of a majority of our voting shares you will
not be able to elect any directors or have a meaningful say in any major
decisions or corporate actions which could decrease the price and marketability
of our shares.
Our Chief
Executive Officer owns preferred shares of our common stock constituting
approximately 60%
of
our voting shares. As a result our Chief Executive Officer is able to elect
all of our directors, appoint all of our officers, control the shareholder vote
on any major decision or corporate action and control our operations. Our Chief
Executive Officer can unilaterally decide major corporate actions such as
mergers, acquisitions, future securities offerings, amendments to our operating
agreement and other significant company events. Our Chief Executive Officer’s
unilateral control over us could decrease the price and marketability of our
common shares.
5.
Finra
sales practice requirements may limit a stockholder’s ability to buy and sell
our stock.
The Financial Industry Regulatory
Authority, or Finra, has adopted rules that require that in recommending an
investment to a customer, a broker/dealer must have reasonable grounds for
believing that the investment is suitable for that customer. Prior to
recommending speculative low-priced securities (commonly referred to as penny
stock) to their non-institutional customers, broker/dealers must make reasonable
efforts to obtain information about the customer’s financial status, tax
status, investment objectives and other information. Under
interpretations of these rules, Finra believes that there is a high probability
that speculative low-priced securities will not be suitable for at least some
customers. Finra requirements will make it more difficult for
broker/dealers to recommend that their customers buy our common stock when
traded, which may have the effect of reducing the level of trading activity and
liquidity of our common stock in the future. Further, many
brokers charge higher fees for these speculative low-priced securities
transactions. As a result, fewer broker/dealers may be willing to make a market
in our common stock, reducing a stockholder’s ability to resell shares of our
common stock.
6.
The
costs of being a public company could result in us being unable to continue operation.
As a public company, we will have to
comply with numerous financial reporting and legal requirements, including
those pertaining to audits and internal control. The costs of this compliance
could be significant. The costs of maintaining the
public company requirements could be significant and may preclude us from
seeking financing or equity investment on acceptable terms. We estimate these
costs will range up to $150,000 per year and may be higher if our business
volume and activity ever increases. Our estimate of costs do not include the
necessary compliance, documentation and reporting requirements for Section 404
as we will not be subject to the full reporting requirements of Section 404
until we exceed $75 million in market capitalization if we decide to opt-out of
the “emerging growth company” as defined in the JOBS Act to take advantage of
the exemptions available to us through the JOBS Act or we have been public for
more than five years. If our revenues are insufficient, and/or we
cannot satisfy many of these costs through the issuance of our shares, we may
be unable to satisfy these costs in the normal course of business that would
result in our being unable to continue operation.
7.
We
may not be able to raise sufficient financing or resources to acquire and
manage the three retail businesses that we have identified and determined to
fit our investment/acquisition criteria.
We may not be able to raise
sufficient financing or resources to acquire and manage the three aftermarket
auto parts retail businesses that we have determined to fit our
investment/acquisition criteria. We currently have no commitments for any
funds. If we are unable to raise sufficient financing or resources to acquire
and manage even one of the aftermarket auto parts retail businesses or other
targets, our business will fail and investors could lose their entire
investment.
8.
Shareholders
may be diluted significantly through our efforts to obtain financing and
satisfy obligations through issuance of additional shares of our common stock.
We have no committed source
of financing. Wherever possible, our board of directors will attempt to use
non-cash consideration to satisfy obligations. In many instances, we believe
that the non-cash consideration will consist of restricted shares of our common
stock. Our board of directors has authority, without action or vote of the
shareholders, to issue all or part of the authorized (49,000,000) shares but
unissued (21,275,313) shares. If a trading market develops for our common
stock, we may attempt to raise capital by selling shares of our common stock,
possibly at a discount to market. These actions will certainly result in
dilution of the ownership interests of existing shareholders, further dilute
common stock book value, and that this dilution may be material.
9.
The
interests of shareholders may be hurt because we can issue shares of our common
stock to individuals or entities that support existing management with such
issuances serving to enhance existing management’s ability to maintain control
of our company.
Our board of directors has
authority, without action or vote of the shareholders, to issue all or part of
the authorized but unissued common shares. Such issuances may be issued to
parties or entities committed to supporting existing management and the
interests of existing management which may not be the same as the interests of
other shareholders. Our ability to issue shares
without shareholder approval serves to enhance existing management’s ability to
maintain control of our company.
10.
Participation
is subject to risks of investing in micro capitalization companies.
We believe that certain micro
capitalization companies have significant potential for growth, although such
companies generally have limited product lines, markets, market shares and
financial resources. The securities of such companies, if traded in the public
market, may trade less frequently and in more limited volume than those of more
established companies. Additionally, in recent years, the stock market has
experienced a high degree of price and volume volatility for the securities of
micro capitalization companies. In particular, micro capitalization
companies that trade in the over-the-counter markets have experienced wide
price fluctuations not necessarily related to the operating performance of such
companies.
11.
Currently,
there is no established public market for our securities, and there can be no
assurances that any established public market will ever develop or that our
common stock will be quoted for trading and, even if quoted, it is likely to
be subject to significant price fluctuations.
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Prior to the date of this prospectus,
there has not been any established trading market for our common stock, and
there is currently no established public market whatsoever for our securities.
We have not entered into any agreement with a market maker to file an
application with FINRA on our behalf so as to be able to quote the shares of
our common stock on the OTCBB maintained by FINRA commencing upon the effectiveness
of our registration statement. There can be no assurance that we will
subsequently identify an market maker and, to the extent that we identify one,
enter into an agreement with it to file an application with FINRA or that the
market maker’s application will be accepted by FINRA. We cannot estimate the
time period that the application will require for FINRA to approve it. We are
not permitted to file such application on our own behalf. If the application is
accepted, there can be no assurances as to whether:
(i)
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any
market for our shares will develop;
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(ii)
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the
prices at which our common stock will trade; or
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(iii)
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the
extent to which investor interest in us will lead to the development of an
active, liquid trading market. Active trading markets generally result in
lower price volatility and more efficient execution of buy and sell orders
for investors.
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If we are able to have our shares of
common stock quoted on the OTCBB, we will then try, through a broker-dealer and
its clearing firm, to become eligible with the Depository Trust Company
("DTC") to permit our shares to trade electronically. If an issuer is
not “DTC-eligible,” then its shares cannot be electronically transferred
between brokerage accounts, which, based on the realities of the marketplace as
it exists today (especially the OTCBB), means that shares of a company will not
be traded (technically the shares can be traded manually between accounts, but
this takes days and is not a realistic option for companies relying on broker
dealers for stock transactions - like all companies on the OTCBB. What this
boils down to is that while DTC-eligibility is not a requirement to trade on
the OTCBB), it is a necessity to process trades on the OTCBB if a company’s
stock is going to trade with any volume. There are no assurances that our
shares will ever become DTC-eligible or, if they do, how long it will take.
In addition, our common stock is
unlikely to be followed by any market analysts, and there may be few
institutions acting as market makers for our common stock. Either of these
factors could adversely affect the liquidity and trading price of our common
stock. Until our common stock is fully distributed and an orderly market
develops in our common stock, if ever, the price at which it trades is likely
to fluctuate significantly. Prices for our common stock will be determined in
the marketplace and may be influenced by many factors, including the depth and
liquidity of the market for shares of our common stock, developments affecting
our business, including the impact of the factors referred to elsewhere in
these Risk Factors, investor perception of us and general economic and market
conditions. No assurances can be given that an orderly or liquid market will
ever develop for the shares of our common stock.
Because of the anticipated low price of
the securities being registered, many brokerage firms may not be willing to
effect transactions in these securities. Purchasers of our securities should be
aware that any market that develops in our stock would be subject to the penny
stock restrictions. See “Plan of Distribution” and “Risk Factors.”
12. Trading
in shares of our common stock is subject to the penny stock regulations and
restrictions pertaining to low priced stocks that will create a lack of
liquidity and make trading difficult or impossible.
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The trading of shares of our common
stocks occurs on the over-the-counter market, which is commonly referred to as
the OTC market as maintained by FINRA. As a result, an investor may find it
difficult to dispose of, or to obtain accurate quotations as to the price of
our securities.
Rule 3a51-1 of the Exchange Act
establishes the definition of a "penny stock," for purposes relevant
to us, as any equity security that has a minimum bid price of less than $4.00
per share or with an exercise price of less than $4.00 per share, subject to a
limited number of exceptions that are not available to us. It is likely that
our shares will be considered to be penny stocks for the immediately
foreseeable future. This classification severely and adversely affects any
market liquidity for our common stock.
For any transaction involving a penny
stock, unless exempt, the penny stock rules require that a broker or dealer
approve a person's account for transactions in penny stocks and the broker or
dealer receive from the investor a written agreement to the transaction setting
forth the identity and quantity of the penny stock to be purchased. In order to
approve a person's account for transactions in penny stocks, the broker or
dealer must obtain financial information and investment experience and
objectives of the person and make a reasonable determination that the
transactions in penny stocks are suitable for that person and that that person
has sufficient knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks.
The
broker or dealer must also deliver, prior to any transaction in a penny stock,
a disclosure schedule prepared by the SEC relating to the penny stock market,
which, in highlight form, sets forth:
·
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the
basis on which the broker or dealer made the suitability determination, and
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·
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that
the broker or dealer received a signed, written agreement from the investor
prior to the transaction.
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Disclosure also has to be made about the
risks of investing in penny stock in both public offerings and in secondary
trading and commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights and
remedies available to an investor in cases of fraud in penny stock
transactions. Additionally, monthly statements have to be sent disclosing
recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
Because of these regulations,
broker-dealers may not wish to engage in the above-referenced necessary paperwork
and disclosures and/or may encounter difficulties in their attempt to sell
shares of our common stock, which may affect the ability of selling
shareholders or other holders to sell their shares in any secondary market and
have the effect of reducing the level of trading activity in any secondary
market. These additional sales practice and disclosure requirements could
impede the sale of our securities, if and when our securities become publicly
traded. In addition, the liquidity for our securities may decrease, with a
corresponding decrease in the price of our securities. Our shares, in all
probability, will be subject to such penny stock rules for the foreseeable
future and our shareholders will, in all likelihood, find it difficult to sell
their securities.
13.
The
market for penny stocks has experienced numerous frauds and abuses that could
adversely impact investors in our stock.
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Our management believes that the market
for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:
·
Control
of the market for the security by one or a few broker-dealers that are often
related to the promoter or issuer;
·
Manipulation
of prices through prearranged matching of purchases and sales and false and
misleading press releases;
·
"Boiler
room" practices involving high pressure sales tactics and unrealistic
price projections by sales persons;
·
Excessive
and undisclosed bid-ask differentials and markups by selling broker-dealers;
and
·
Wholesale
dumping of the same securities by promoters and broker-dealers after prices
have been manipulated to a desired level, along with the inevitable collapse of
those prices with consequent investor losses.
14. Any trading
market that may develop may be restricted by virtue of state securities “Blue
Sky” laws that prohibit trading absent compliance with individual state laws.
These restrictions may make it difficult or impossible to sell shares in those
states.
Transfer of our common stock may also be
restricted under the securities or securities regulations laws promulgated by
various states and foreign jurisdictions, commonly referred to as “Blue Sky”
laws. Absent compliance with such individual state laws, our common stock may
not be traded in such jurisdictions. Because the securities registered
hereunder have not been registered for resale under the blue sky laws of any
state, the holders of such shares and persons who desire to purchase them in
any trading market that might develop in the future, should be aware that there
may be significant state blue sky law restrictions upon the ability of
investors to sell the securities and of purchasers to purchase the securities.
These restrictions prohibit the secondary trading of our common stock. We
currently do not intend to and may not be able to qualify securities for resale
in at least 17 states which do not offer manual exemptions (or may offer manual
exemptions but may not to offer one to us if we are considered to be a shell
company at the time of application) and require shares to be qualified before
they can be resold by our shareholders. Accordingly, investors should consider
the secondary market for our securities to be a limited one. See also “Plan of
Distribution-State Securities-Blue Sky Laws.”
15.
The
ability of our president to control our business may limit or eliminate
minority shareholders’ ability to influence corporate affairs.
Our president beneficially controls
approximately 60% of our voting stock, and our president will be in a position
to continue to elect our board of directors, decide all matters requiring
stockholder approval and determine our policies. The interests of our president
may differ from the interests of other shareholders with respect to the
issuance of shares, business transactions with or sales to other companies,
selection of officers and directors and other business decisions. The minority
shareholders would have no way of overriding decisions made by our president.
This level of control may also have an adverse impact on the market value of
our shares because our president may institute or undertake transactions,
policies or programs that may result in losses, may not take any steps to
increase our visibility in the financial community and/or may sell
sufficient numbers of shares to significantly decrease our price per share.
16.
Our
bylaw provide for indemnification of officers and directors at our expense
and limit their liability that may result in a major cost to us and hurt the
interests of our shareholders because corporate resources may be expended for
the benefit of officers and/or directors.
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Article IV of our bylaw provide for
indemnification as follows: “The corporation shall, to the maximum extent and
in the manner permitted by the Code, indemnify each of its directors and
officers against expenses (as defined in Section 317(a) of the Code),
judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding (as defined in Section 317(a) of the
Code), arising by reason of the fact that such person is or was an agent of the
corporation.” The Corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the Corporations Code) for breach of duty
to the Corporation and its stockholders through bylaw provisions or through
agreements with agents, or both, in excess of the indemnification otherwise
permitted by Section 317 of the Corporations Code, subject to the limits of
such excess indemnification set forth in Section 204 of the Corporations Code.”
We have been advised that, in the
opinion of the SEC, indemnification for liabilities arising under federal
securities laws is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification for liabilities arising under federal securities laws, other
than the payment by us of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding,
is asserted by a director, officer or controlling person in connection with our
activities, we will (unless in the opinion of our counsel, the matter has been
settled by controlling precedent) submit to a court of appropriate
jurisdiction, the question whether indemnification by us is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue. The legal process relating to this matter if it
were to occur is likely to be very costly and may result in us receiving
negative publicity, either of which factors is likely to materially reduce the
market and price for our shares, if such a market ever develops.
Our board of directors has authority, without action or vote of
the shareholders, to issue all or part of the authorized but unissued common
shares.
17. We may issue
additional debt and equity securities, which are senior to our common shares as
to distributions and in liquidation, which could materially adversely affect
the market price of our common shares.
In the future, we may attempt to
increase our capital resources by entering into additional debt or debt-like
financing that is secured by all or up to all of our assets, or issuing debt or
equity securities, which could include issuances of commercial paper,
medium-term notes, senior notes, subordinated notes or shares. In the event of
our liquidation, our lenders and holders of our debt securities would receive a
distribution of our available assets before distributions to our shareholders.
Any preferred securities, if issued by our company, may have a preference with
respect to distributions and upon liquidation, which could further limit our
ability to make distributions to our shareholders. Because our decision to
incur debt and issue securities in our future offerings will depend on market
conditions and other factors beyond our control, we cannot predict or estimate
the amount, timing or nature of our future offerings and debt financing.
Further, market conditions could require
us to accept less favorable terms for the issuance of our securities in the
future. Thus, you will bear the risk of our future offerings reducing the value
of your common shares and diluting your interest in us. In addition, we can
change our leverage strategy from time to time without approval of holders of
our common shares, which could materially adversely affect the market share
price of our common shares.
18.
We
do not expect to pay cash dividends in the foreseeable future.
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We have never paid cash dividends on our
common stock. We do not expect to pay cash dividends on our common stock at any
time in the foreseeable future. The future payment of dividends directly
depends upon our future earnings, capital requirements, financial requirements
and other factors that our President and CEO will consider. Since we do not
anticipate paying cash dividends on our common stock, return on your
investment, if any, will depend solely on an increase, if any, in the market
value of our common stock.
19.
Investment
Risks
An investment in our common units
involves substantial risks and uncertainties. Some of the more significant
challenges and risks include those associated with our susceptibility to
conditions in the global financial markets and global economic conditions, the
volatility of our revenue, net income and cash flow, our dependence on our
founders and other key senior managing directors and our ability to retain and
motivate our existing senior managing directors and recruit, retain and
motivate new senior managing directors in the future. See "Risk
Factors" for a discussion of the factors you should consider before
investing in our common
20.
Because
we are not subject to compliance with rules requiring the adoption of certain
corporate governance measures, our stockholders have limited protection
against interested director transactions, conflicts of interest and similar
matters.
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The Sarbanes-Oxley Act of 2002, as well
as rule changes proposed and enacted by the SEC, the New York and American
Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley,
requires the implementation of various measures relating to corporate
governance. These measures are designed to enhance the integrity of corporate
management and the securities markets and apply to securities that are listed
on those exchanges or the Nasdaq Stock Market. Because we are not presently
required to comply with many of the corporate governance provisions and because
we chose to avoid incurring the substantial additional costs associated with
such compliance any sooner than legally required, we have not yet adopted these
measures.
Because our President and CEO is not an
independent director, we do not currently have independent audit or
compensation committees. As a result, our President and CEO has the ability,
among other things, to determine his own level of compensation. Until we comply
with such corporate governance measures, regardless of whether such compliance
is required, the absence of such standards of corporate governance may leave
our stockholders without protections against interested director transactions,
conflicts of interest, if any, and similar matters and investors may be
reluctant to provide us with funds necessary to expand our operations.
We intend to comply with all corporate
governance measures relating to director independence as and when required.
However, we may find it very difficult or be unable to attract and retain
qualified officers, directors and members of board committees required to
provide for our effective management as a result of Sarbanes-Oxley Act of 2002.
The enactment of the Sarbanes-Oxley Act of 2002 has
resulted in a series of rules and regulations by the SEC that increase
responsibilities and liabilities of directors and executive officers. The
perceived increased personal risk associated with these recent changes may make
it more costly or deter qualified individuals from accepting these roles.
21.
You
may have limited access to information regarding our business because our
obligations to file periodic reports with the SEC could be automatically
suspended under certain circumstances.
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As of the effective date of our
registration statement of which this prospectus is a part, we will become
subject to certain informational requirements of the Exchange Act, as amended
and we will be required to file periodic reports (i.e., annual, quarterly and
special reports) with the SEC which will be immediately available to the public
for inspection and copying. Except during the year that our registration
statement becomes effective, these reporting obligations may (in our sole
discretion) be automatically suspended under Section 15(d) of the Exchange Act
if we have less than 300 shareholders and do not file a registration statement
on Form 8A. If this occurs after the year in which our registration statement
becomes effective, we will no longer be obligated to file periodic reports with
the SEC and your access to our business information would then be even more
restricted. After this registration statement on Form S-1 becomes effective, we
may be required to deliver periodic reports to security holders. However, we
will not be required to furnish proxy statements to security holders and our
director, officers and principal beneficial owners will not be required to
report their beneficial ownership of securities to the SEC pursuant to Section
16 of the Exchange Act until we have both 500 or more security holders and
greater than $10 million in assets. This means that your access to information
regarding our business will be limited. If we do not file a form 8A. We intend
to file the form 8A.
22.
We
will incur ongoing costs and expenses for SEC reporting and compliance, without
revenue we may not be able to remain in compliance, making it difficult for
investors to sell their shares, if at all.
We plan to uplist our shares to the
OTCBB or QB. To be eligible for quotation on the OTCBB, issuers must remain
current in their filings with the SEC. Market makers are not permitted to begin
quotation of a security whose issuer does not meet this filing requirement. Securities
already quoted on the OTCBB that become delinquent in their required filings
will be removed following a 30 or 60 day grace period if they do not make their
required filing during that time. In order for us to remain in compliance we
will require future revenues to cover the cost of these filings, which could
comprise a substantial portion of our available cash resources. If we are
unable to generate sufficient revenues to remain in compliance it may be
difficult for you to resell any shares you may purchase, if at all.
23.
An
investment in our common stock is speculative and there can be no assurance of
any return on any such investment.
An investment in our common stock is
speculative and there is no assurance that investors will obtain any return on their
investment. Investors will be subject to substantial risks involved in an
investment in our Company, including the risk of losing their entire
investment.
24. Reports
to Security Holders
Although we are not required to deliver
our annual or quarterly reports to security holders, we would be pleased to
forward this information to security holders upon receiving a written request
to receive such information. The reports and other information filed by us will
be available for inspection and copying at the public reference facilities of
the Securities and Exchange Commission located at 100 F Street, N.E.,
Washington, D.C. 20549.
Copies of such material may be obtained
by mail from the Public Reference Section of the Securities and Exchange
Commission at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates.
Information on the operation of the Public Reference Room may be obtained by
calling the SEC at 1-800-SEC-0330. In addition, the Commission maintains a
World Wide Website on the Internet at: http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Securities and Exchange
Commission.
ITEM 2.
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FINANCIAL INFORMATION
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The discussion of our financial
condition and operating results should be read together with our accompanying
audited consolidated financial statements included in this Registration
Statement.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Forward Looking Statements
You should read the following discussion
of our financial condition and results of operations together with our audited
consolidated financial statements and notes to such financial statements
included elsewhere in this Form 10.
The following discussion contains
forward-looking statements that involve risks and uncertainties regarding,
among other things, (a) our projected sales, profitability, and cash flows, (b)
our growth strategy, (c) anticipated trends in our industry, (d) our future
financing plans, and (e) our anticipated needs for, and use of, working
capital. They are generally identifiable by use of the words “may,” “will,”
“should,” “anticipate,” “estimate,” “plan,” “potential,” “project,”
“continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we
intend,” or the negative of these words or other variations on these words or
comparable terminology. In light of these risks and uncertainties, there can be
no assurance that the forward-looking statements contained in this filing will
in fact occur. You should not place undue reliance on these forward-looking
statements.
The forward-looking statements are not
historical facts, but rather are based on current expectations, estimates,
assumptions and projections about our industry, business and future financial
results. The forward-looking statements speak only as of the date on which they
are made, and, except to the extent required by federal securities laws, we
undertake no obligation to update any forward-looking statements to reflect
events or circumstances after the date on which the statements are made or to
reflect the occurrence of unanticipated events. Our actual results could differ
materially from the results contemplated by these forward-looking statements
due to a number of factors, including those discussed under “Item 1A. Risk
Factors” and other sections in this Form 10.
Overview
GiveMePower Corporation (the “PubCo” or
“Company”), a Nevada corporation, was incorporated on June 7, 2001 to sell
software geared to end users and developers involved in the design,
manufacture, and construction of engineered products located in Canada and the
United States. The PubCo has been dormant and non-operating since year 2009.
PubCo is a public reporting company registered with the Securities Exchange
Commissioner (“SEC”). In November 2009, the Company filed Form 15D, Suspension
of Duty to Report, and as a result, the Company was not required to file any
SEC forms since November 2009.
On December 31, 2019, PubCo sold one
Special 2019 series A preferred share (“Series A Share”) for $38,000 to
Goldstein Franklin, Inc. (“Goldstein”), a California corporation. One Series A
Share is convertible to 100,000,000 shares of common stocks at any time. The
Series A Share also provided with 60% voting rights of the PubCo. On the same
day, Goldstein sold one-member unit of Alpharidge Capital, LLC (“Alpharidge”),
a California limited liability corporation, representing 100% member owner of
Alpharidge. As a result, Alpharidge become a wholly owned subsidiary of PubCo
as of December 31, 2019.
The transaction above will be accounted
for as a “reverse merger” and recapitalization amongst PubCo, Goldstein, and
Alpharidge since the stockholders of Alpharidge will have the significant
influence and the ability to elect or appoint or to remove a majority of the
members of the governing body of the combined entity immediately following the
completion of the transaction, the stockholders of PubCo will have the significant
influence and the ability to elect or appoint or to remove a majority of the
members of the governing body of the combined entity, and PubCo’s senior
management will dominate the management of the combined entity immediately
following the completion of the transaction. Accordingly, Alpharidge will be
deemed to be the accounting acquirer in the transaction and, consequently, the
transaction is treated as a recapitalization of the PubCo. Accordingly, the
assets and liabilities and the historical operations that are reflected in the
financial statements are those of Alpharidge and are recorded at the historical
cost basis of Alpharidge. As a result, Alpharidge is the surviving company and
the financial statements presented are historical financial accounts of
Alpharidge.
Recent
Accounting Pronouncements
From time-to-time, new accounting
pronouncements are issued by the Financial Accounting Standards Board or other
standard setting bodies, relating to the treatment and recording of certain
accounting transactions. Unless otherwise discussed herein, management of the
Company has determined that these recent accounting pronouncements will not
have a material impact on the financial position or results of operations of
the Company.
Critical Accounting Policies
Critical Accounting Policies and Significant
Judgments and Estimates
Our management’s discussion and analysis
of our financial condition and results of operations is based on our financial
statements which we have been prepared in accordance with U.S. generally
accepted accounting principles. In preparing our financial statements, we are
required to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting periods.
Critical accounting estimates are
estimates for which (a) the nature of the estimate is material due to the
levels of subjectivity and judgment necessary to account for highly uncertain
matters or the susceptibility of such matters to change and (b) the impact of
the estimate on financial condition or operating performance is material.
These significant accounting estimates
or assumptions bear the risk of change due to the fact that there are
uncertainties attached to these estimates or assumptions, and certain estimates
or assumptions are difficult to measure or value.
Management bases its estimates on
historical experience and on various assumptions that are believed to be
reasonable in relation to the financial statements taken as a whole under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent
from other sources.
Management regularly evaluates the key
factors and assumptions used to develop the estimates utilizing currently
available information, changes in facts and circumstances, historical
experience and reasonable assumptions. After such evaluations, if deemed
appropriate, those estimates are adjusted accordingly.
Actual results could differ from those
estimates.
While our significant accounting
policies are described in more detail in Note 2 of our annual financial statements
included in this Annual Report, we believe the following accounting policies to
be critical to the judgments and estimates used in the preparation of our
financial statements:
Fair Value of Financial Instruments
The
Company utilizes ASC 820-10, Fair Value Measurement and Disclosure, for valuing
financial assets and liabilities measured on a recurring basis. Fair value is
defined as the exit price, or the amount that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market
participants as of the measurement date. The guidance also establishes a
hierarchy for inputs used in measuring fair value that maximizes the use of
observable inputs and minimizes the use of unobservable inputs by requiring
that the most observable inputs be used when available. Observable inputs are
inputs market participants would use in valuing the asset or liability and are
developed based on market data obtained from sources independent of the
Company. Unobservable inputs are inputs that reflect the Company’s assumptions
about the factors market participants would use in valuing the asset or
liability. The guidance establishes three levels of inputs that may be used to
measure fair value:
Level 1. Observable inputs
such as quoted prices in active markets;
Level 2. Inputs, other than
the quoted prices in active markets, that are observable either directly or
indirectly; and
Level 3. Unobservable inputs
in which there is little or no market data, which require the reporting entity
to develop its own assumptions.
Financial assets
are considered Level 3 when their fair values are determined using pricing
models, discounted cash flow methodologies or similar techniques and at least
one significant model assumption or input is unobservable.
The fair value hierarchy gives the
highest priority to quoted prices (unadjusted) in active markets for identical
assets or liabilities and the lowest priority to unobservable inputs. If the
inputs used to measure the financial assets and liabilities fall within more
than one level described above, the categorization is based on the lowest level
input that is significant to the fair value measurement of the instrument.
Transactions involving related parties
cannot be presumed to be carried out on an arm’s-length basis, as the requisite
conditions of competitive, free-market dealings may not exist. Representations
about transactions with related parties, if made, shall not imply that the
related party transactions were consummated on terms equivalent to those that
prevail in arm’s-length transactions unless such representations can be
substantiated.
Stock-Based Compensation
We measure the cost of services received
in exchange for an award of equity instruments based on the fair value of the
award. For employees and directors, the fair value of the award is measured on
the grant date and for non-employees, the fair value of the award is generally
re-measured on vesting dates and interim financial reporting dates until the
service period is complete. The fair value amount is then recognized over the
period during which services are required to be provided in exchange for the
award, usually the vesting period. Stock-based compensation expense is recorded
by us in the same expense classifications in the consolidated statements of
operations, as if such amounts were paid in cash.
Deferred Tax Assets and Income Taxes Provision
The Company adopted the provisions of
paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph
740-10-25-13 which addresses the determination of whether tax benefits claimed
or expected to be claimed on a tax return should be recorded in the financial
statements. Under paragraph 740-10-25-13, the Company may recognize the tax
benefit from an uncertain tax position only if it is more likely than not that
the tax position will be sustained on examination by the taxing authorities,
based on the technical merits of the position. The tax benefits recognized in
the financial statements from such a position should be measured based on the
largest benefit that has a greater than fifty percent (50%) likelihood of being
realized upon ultimate settlement. Paragraph 740-10-25-13 also provides
guidance on de-recognition, classification, interest and penalties on income
taxes, accounting in interim periods and requires increased disclosures. The
Company had no material adjustments to its liabilities for unrecognized income
tax benefits according to the provisions of paragraph 740-10-25-13.
The estimated future tax effects of
temporary differences between the tax basis of assets and liabilities are
reported in the accompanying balance sheets, as well as tax credit carry-backs
and carry-forwards. The Company periodically reviews the recoverability of deferred
tax assets recorded on its balance sheets and provides valuation allowances as
management deems necessary.
Management makes judgments as to the
interpretation of the tax laws that might be challenged upon an audit and cause
changes to previous estimates of tax liability. In addition, the Company
operates within multiple taxing jurisdictions and is subject to audit in these
jurisdictions. In management’s opinion, adequate provisions for income taxes
have been made for all years. If actual taxable income by tax jurisdiction
varies from estimates, additional allowances or reversals of reserves may be
necessary.
Management assumes that the realization
of the Company’s net deferred tax assets resulting from its net operating loss
(“NOL”) carry–forwards for Federal income tax purposes that may be offset
against future taxable income was not considered more likely than not and
accordingly, the potential tax benefits of the net loss carry-forwards are
offset by a full valuation allowance. Management made this assumption based on
(a) the Company has incurred recurring losses and presently has no
revenue-producing business; (b) general economic conditions; and, (c) its
ability to raise additional funds to support its daily operations by way of a
public or private offering, among other factors.
Results of Operations
For the year ended December 31, 2019 compared with
the year ended December 31, 2018
Revenue
We are generating substantially all our
revenue from our proprietary trading operation. For the year ended December
31, 2019, the company has revenue of $464. Compared to December 31, 2018
revenue of $0.00
Cost
of Revenues
Our cost of revenue is totally related
to the cost of acquiring the trading securities. Cost of related to our
securities for the year December 31, 2019 was $0.00. Compared to December 31,
2018 revenue of $0.00
General
and Administrative Expenses
General and administrative expense for
the year was $13. General and administrative expense consists of costs related
to the establishment of corporate governances; and costs associated with our
plans and preparations for a future potential capital raise. These expenses
also include the costs of conducting market research, attending and/or
participating in industry conferences and seminars, business development
activities, and other general business outside consulting activities. General
and administrative expense also includes travel costs, for third-party
consultants, legal and accounting fees and other professional and
administrative costs.
We
expect that general and administrative expense will increase in the future as
we add to our personnel and expand our infrastructure to support the
requirements of being a public company.
Net Income
Net
Income for the year was $379.
Related
Party Transactions
The following individuals and entities
have been identified as related parties based on their affiliation with our CEO
and director, Frank I Igwealor:
Frank I Igwealor
Goldstein Franklin, Inc.
The following amounts were owed to
related parties, affiliated with the CEO and Chairman of the Board, at the
dates indicated:
|
|
31-Dec-19
|
|
Frank I Igwealor
|
|
$
|
-
|
|
|
|
|
|
|
Goldstein Franklin Inc
|
|
$
|
41,200
|
|
Liquidity and Capital Resources
As
of December 31, 2019, we had $500 cash on hand. We anticipate
that our cash position is not sufficient to fund current
operations. We have limited lending relationships with
commercial banks and are dependent upon the completion of one or more financings
or equity raises to fund our continuing operations. We anticipate that we will seek additional capital through
debt or equity financings. While we are aggressively pursuing
financing, there can be no assurance that we will be successful in our capital
raising efforts. Any additional equity financing may result in
substantial dilution to our stockholders.
Since
2019, all of our operations have been financed through advances from a company
controlled by our president and CEO. As of December 31, 2019, the company
controlled by our president and CEO has loaned $41,200 to us, with no
formal commitments or arrangements to advance or loan any
additional funds to us in the future. We have not yet achieved
significant profitability. We expect that our general and administrative
expenses will continue to increase and, as a result, we will need to generate
significant revenues to achieve significant profitability. We may never achieve
significant profitability.
The revenues, if any, generated from our
operations or acquisitions may not be sufficient to fund our operations or
planned growth. We will require additional capital to continue to operate our
business, and to further expand our business. Sources of additional capital
through various financing transactions or arrangements with third parties may
include equity or debt financing, bank loans or revolving credit facilities. We
may not be successful in locating suitable financing transactions in the time
period required or at all, and we may not obtain the capital we require by
other means.
We will now be obligated to file annual,
quarterly and current reports with the SEC pursuant to the Exchange Act. In
addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules
subsequently implemented by the SEC and the Public Company Accounting Oversight
Board have imposed various requirements on public companies, including
requiring changes in corporate governance practices. We expect these rules and
regulations to increase our legal and financial compliance costs and to make
some activities of ours more time- consuming and costly. In order to meet the
needs to comply with the requirements of the Securities Exchange Act, we will
need investment of capital.
Management has determined that
additional capital will be required in the form of equity or debt securities.
There is no assurance that management will be able to raise capital on terms
acceptable to the Company. If we are unable to obtain sufficient amounts of
additional capital, we may have to cease filing the required reports and cease
operations completely. If we obtain additional funds by selling any of our
equity securities or by issuing common stock to pay current or future
obligations, the percentage ownership of our shareholders will be reduced,
shareholders may experience additional dilution, or the equity securities may
have rights preferences or privileges senior to the common stock.
Off-Balance Sheet Arrangements
There are no off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to investors.
We do not own any property as at the
date of filing we have no properties. Our principal business, executive and
registered statutory office is located at 370 Amapola Ave., Suite 200A,
Torrance, CA 90501 and our telephone number is (310) 895-1839 and email contact
is invest@cbdxfund.com.. The space is
a shared office space, which at the current time is suitable for the conduct of
our business.
ITEM 4.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
|
The following table sets forth, as of March
15, 2020, certain information with regard to the record and beneficial
ownership of the Company’s common stock by (i) each person known to the Company
to be the record or beneficial owner of more than 5% of the Company’s common
stock, (ii) each director of the Company, (iii) each of the named executive
officers, and (iv) all executive officers and directors of the Company as a
group:
|
|
Number of Shares
|
|
|
Percentage of
|
Name & Address of
Beneficial Owners (1)
|
|
Beneficially Owned (2)
|
|
|
Outstanding Shares (2)
|
5% Shareholders
|
|
|
|
|
|
W.V. Walton Family Trust
|
|
|
2,044,225
|
|
|
|
2.95%
|
Directors and Officers as a Group
|
|
|
|
|
|
|
|
Frank I Igwealor (3)
|
|
|
0
|
|
|
|
0
|
Goldstein Franklin, Inc (3)
|
|
|
100,000,000
|
|
|
|
60.00%
|
|
|
|
|
|
|
|
|
(1)
The mailing address for each person is c/o GiveMePower Corporation, 370 Amapola
Ave., Suite 200A, Torrance, CA 90501.
(2)
Beneficial ownership is determined in accordance with the rules of the SEC and
generally includes voting or investment power with respect to securities.
Beneficial ownership also includes shares of stock subject to options and
warrants currently exercisable or exercisable within 60 days of the date of
this table. In determining the percent of common stock owned by a person or
entity as of the date of this Registration Statement (a) the numerator is the
number of shares of the class beneficially owned by such person or entity,
including shares which may be acquired within 60 days on exercise of warrants
or options and conversion of convertible securities, and (b) the denominator is
the sum of (i) the total shares of common stock outstanding as of the date of
this Form 10, which is 127,724,687 shares, and (ii) the total number of shares
that the beneficial owner may acquire upon exercise of the derivative
securities. Unless otherwise stated, each beneficial owner has sole power to
vote and dispose of its shares.
(3)
Includes (i) 100,000,000 shares which would be issued to Goldstein Franklin,
Inc. upon conversion of his Preferred Stock; (ii) Frank I Igwealor is the
control person for Goldstein Franklin Inc..
(4)
Based upon assuming 127,724,687 issued and outstanding shares.
ITEM 5.
|
DIRECTORS AND EXECUTIVE OFFICERS.
|
The following table sets forth certain
information regarding our current executive officers and directors as of
December 31, 2019:
The
names and ages of our directors and officers, and their positions, are as
follows:
Name
|
|
Age*
|
|
Position within the Company
|
|
Term
|
Mr. Frank I Igwealor
|
|
48
|
|
Chairman, Director and Chief Executive and Financial Officer
|
|
December 2019 to present
|
Mr. Patience Ogbozor
|
|
34
|
|
Director
|
|
December 2019 to present
|
|
|
|
|
|
|
|
*Age
as at December 31, 2019.
Term
of Office
Each of our
directors is appointed to hold office until the next annual meeting of our
shareholders or until his respective successor is elected and qualified, or
until she resigns or is removed in accordance with the provisions of the
Delaware Statues. Our officers are appointed by our board of
directors and hold office until removed by the board of directors or until
their resignation.
Background
and Business Experience
The business
experience during the past five years of the persons listed above as an Officer
or Director of the Company either presently or during the year ended December
31, 2019 is as follows:
Frank Igwealor, CPA, CMA,
JD, MBA, MSRM is
a financial manager with broad
technical and management experience in accounting, finance, and business
advisory.
Mr. Igwealor is a Certified Financial Manager, Certified Management
Accountant, and Certified Public Accountant.
Frank has an extensive freelance
consulting experience for the cannabis industry. As a CPA, CMA, CFM
consultant, Frank have provided top-level financial reporting, Accounting, SEC
Reporting, Business Valuation, Mergers & Acquisitions, GAAP/ IFRS
Conversion, Pre IPO/RTO Prep, 280E Tax, and Biological Assets Valuation to more
than 26 cannabis businesses across 21 states. Frank have substantial
experience with Section 280E of the Internal Revenue Code, having worked
for/with investors in the cannabis industry and helped them analyze the COGS
and Operating expenses of dispensaries. Frank has been part of a team that
shepherded both big and small cannabis investments through the required audit
and conducted all the filings to take them public through IPO, DPO or RTO
transactions. I have worked with single dispensaries with cultivation as well
as ROLL-UP of multiple dispensaries that wanted to achieve revenue scale at
debut on the exchanges. Frank has been an important part of the team that
successfully delivered on the following:
·
Helped Cannabis business owners
and investors with top-level financial reporting for SEC and Canadian
Securities Exchanges (CSE), and investor consumption.
·
Consolidated dispensaries and
cultivations and shepherd the consolidated holding company through GAAP and
IFRS audit and get them listed on the US and Canadian exchanges.
·
Prepared complete audit packages,
which includes workpapers and all necessary documentation. Frank does not do
audits or any attest work. This is as a result of Sarbanes-Oxley legislation
which prohibits auditors from preparing financial statements or conducting any
accounting work for their clients.
·
Help dispensaries and cultivation
owners to set up standardized (best practice) accounting and financial
reporting systems.
·
Frank continues to have ongoing
consulting project for legal-cannabis businesses such as managing the filing of
Form 10-K , 10-Q and the associated audit, or just assisting on a technical
accounting question such as providing a journal entry for a specific transaction.
Ms.
Patience C. Ogbozor, Director: Ms. Ogbozor is the President and CEO of Cannabinoid
Biosciences since November 2018. Ms. Ogbozor is a Director of the Company. Ms.
Ogbozor is also a director at Goldstein Franklin Inc.
All directors
hold office until the next annual meeting of stockholders and the election and
qualification of their successors. Officers are elected
annually by the board of directors and serve at the discretion of the board.
Family
Relationships
Except for Patience and Frank who have
spousal relationship, none of our directors are related to any of our other
directors and none have any pending legal claims or litigation against them.
Compliance
with Section 16(a) of the Exchange Act
Section
16(a) of the Exchange Act, as amended, will require our executive officers and
directors and persons who own more than 10% of a registered class of our equity
securities to file with the Securities and Exchange Commission initial
statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership of the our common stock and other equity
securities, on Form 3, 4 and 5 respectively. Executive officers, directors and
greater than 10% shareholders are required by the Securities and Exchange
Commission regulations to furnish our company with copies of all Section 16(a)
reports they file. Mr. Igwealor has filed all required reports under Section 16(a) of
the Exchange Act.
Board
Committee
The Company does not have a formal Audit
Committee, Nominating Committee and Compensation Committee. As the Company’s
business expands, the directors will evaluate the necessity of an Audit
Committee.
Code
of Ethics
We have
adopted a corporate code of ethics. We believe our code of ethics is reasonably
designed to deter wrongdoing and promote honest and ethical conduct; provide
full, fair, accurate, timely and understandable disclosure in public reports;
comply with applicable laws; ensure prompt internal reporting of code
violations; and provide accountability for adherence to the code. We adopted a
Code of Ethics and Business Conduct which is applicable to our future employees
and which also includes a Code of Ethics for our chief executive and principal
financial officers and any persons performing similar functions. A code of
ethics is a written standard designed to deter wrongdoing and to promote:
·
|
honest
and ethical conduct,
|
·
|
full,
fair, accurate, timely and understandable disclosure in regulatory filings
and public statements,
|
·
|
compliance
with applicable laws, rules and regulations,
|
·
|
the
prompt reporting violation of the code, and
|
·
|
accountability
for adherence to the code.
|
Our adopted a code of ethics applies to
all our directors, officers and employees. Our code of ethics
is intended to comply with the requirements of Item 406 of Regulation S-K.
We will provide our code of ethics in
print without charge to any stockholder who makes a written request to Frank I
Igwealor, our President, Chief Executive Officer and Chief Financial Officer,
at GiveMePower
Corporation, 370
Amapola Ave., Suite 200A, Torrance, CA 90501. Any waivers of
the application, and any amendments to, our code of ethics must be made by our
board of directors. Any waivers of, and any amendments to, our
code of ethics will be disclosed promptly on our Internet website.
ITEM 6.
|
EXECUTIVE COMPENSATION.
|
Our
named executive officers, consisting of our principal executive officer, as of
December 31, 2019 and December 31, 2018 (the “ Named Executive
Officers ”), were:
|
Frank
I Igwealor
|
Chief
Executive Officer; Chief Financial Officer; Director
|
Summary Compensation Table
The following table sets forth, for the
fiscal years ended December 31, 2019 and 2018, compensation awarded or paid to
our Named Executive Officers:
Name & Principal Position
|
|
Year
|
|
Salary
|
Bonus
|
Stock Awards
|
Option Awards
|
Non-Equity Incentive Plan
|
Non-Qualified Deferred Comp
|
All Other Compensation
|
|
Total
|
Frank I Igwealor, President and CEO,
CFO, Director, Secretary
|
|
2019
|
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
0
|
Patience C Cogbozor, Director
|
|
2019
|
0
|
0
|
0
|
0
|
0
|
0
|
|
0
|
Employment
Agreements
We do not have an employment or
consulting agreement with any officers or directors.
Director
Compensation
Our Board of Directors does not
currently receive any consideration for their services as members of the Board
of Directors. The Board of Directors reserves the right in the future to award
the members of the Board of Directors cash or stock based consideration for
their services to the Company, which awards, if granted shall be in the sole
determination of the Board of Directors.
Executive
Compensation Philosophy
Our Board of Directors determines the
compensation given to our executive officers in their sole determination. Our
Board of Directors reserves the right to pay our executive or any future
executives a salary, and/or issue them shares of common stock in consideration
for services rendered and/or to award incentive bonuses which are linked to our
performance, as well as to the individual executive officer’s performance. This
package may also include long-term stock based compensation to certain
executives, which is intended to align the performance of our executives with
our long-term business strategies. Additionally, while our Board of Directors
has not granted any performance base stock options to date, the Board of
Directors reserves the right to grant such options in the future, if the Board
in its sole determination believes such grants would be in the best interests
of the Company.
Incentive
Bonus
The Board of Directors may grant
incentive bonuses to our executive officer and/or future executive officers in
its sole discretion, if the Board of Directors believes such bonuses are in the
Company’s best interest, after analyzing our current business objectives and
growth, if any, and the amount of revenue we are able to generate each month,
which revenue is a direct result of the actions and ability of such executives.
Long-term,
Stock Based Compensation
In order to attract, retain and motivate
executive talent necessary to support the Company’s long-term business strategy
we may award our executive and any future executives with long-term,
stock-based compensation in the future, at the sole discretion of our Board of
Directors, which we do not currently have any immediate plans to award.
ITEM 7.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR
INDEPENDENCE.
|
Certain Relationships and Related Transactions
Our officers and directors are Mr.
Igwealor, our chief executive officer and secretary, and Ms patience C Ogbozor,
a Director are also directors of Goldstein Franklin Inc..
Except for the $41,200
zero interest loan from Goldstein Franklin Inc., there were no related parties
transactions during the year ended December 31, 2019 and 2018
Review, Approval and Ratification of Related Party
Transactions
Given our small size and limited financial
resources, we have not adopted formal policies and procedures for the review,
approval or ratification of transactions, such as those described above, with
our executive officer(s), Director(s) and significant stockholders. We intend
to establish formal policies and procedures in the future, once we have
sufficient resources and have appointed additional Directors, so that such
transactions will be subject to the review, approval or ratification of our
Board of Directors, or an appropriate committee thereof. On a moving forward
basis, our Directors will continue to approve any related party transaction.
Director Independence
Our board of directors is currently
composed of Mr.
Igwealor, our chief executive officer and secretary, and Ms patience C Ogbozor,
a Director. Neither of them qualifies as an independent director in accordance
with the published listing requirements of the NASDAQ Global Market. The NASDAQ
independence definition includes a series of objective tests, such as that the
director is not, and has not been for at least three years, one of our
employees and that neither the director, nor any of his family members has
engaged in various types of business dealings with us. In addition, our board
of directors has not made a subjective determination as to each director that
no relationships exist which, in the opinion of our board of directors, would
interfere with the exercise of independent judgment in carrying out the
responsibilities of a director, though such subjective determination is
required by the NASDAQ rules. Had our board of directors made these
determinations, our board of directors would have reviewed and discussed
information provided by the directors and us with regard to each director’s
business and personal activities and relationships as they may relate to us and
our management.
ITEM 8.
|
LEGAL PROCEEDINGS.
|
From time to time we may be involved in
litigation relating to claims arising out of the operation of our business in
the normal course of business. Other than as described below, as of the date of
this Registration Statement we are not aware of potential dispute or pending
litigation and are not currently involved in a litigation proceeding or
governmental actions the outcome of which in management’s opinion would be
material to our financial condition or results of operations. An adverse result
in these or other matters may have, individually or in the aggregate, a
material adverse effect on our business, financial condition or operating
results.
On February 20, 2019,
Plaintiff maria De Lourdes Perez filed a complaint against defendants City of
Carson, Goldstein Franklin, Inc., Frank Igwealor, Healthy Foods Markets, LLC,
Optimal Foods, LLC, and Blockchain Capital LLC. The complaint alleged
statutory liability pursuant to government code section 835, gross negligence,
and premises liability for a trip-and-fall that occurred on April 11, 2018 at a
property owned and controlled by Healthy Foods Markets, LLC. Defendants
Goldstein Franklin, Inc., Frank Igwealor, Optimal Foods, LLC, and Blockchain
Capital LLC. had answered the complaint and also requested a demurrer on the
grounds that (1) Defendants are not a proper party in interest and there was a
misjoinder of defendants. Our attorney has advised that the complaint would
not have an adverse impact on Mr. Igwealor or the Company because the scope of
liability is restricted to healthy Food Markets, LLC.
As of December 31, 2019,
except for the complaint listed above, there was no material proceeding to
which any of our directors, officers, affiliates or stockholders is a party
adverse to us. During
the past ten years, no present director, executive officer or person nominated
to become a director or an executive officer of us:
(1) had a petition under the
federal bankruptcy laws or any state insolvency law filed by or against, or a
receiver, fiscal agent or similar officer appointed by a court for the business
or property of such person, or any partnership in which he was a general
partner at or within two years before the time of such filing, or any
corporation or business association of which he was an executive officer at or
within ten years before the time of such filing;
(2) was convicted in a criminal
proceeding or subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses);
(3) was
subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining him from or otherwise limiting his involvement in any of the
following activities:
i. acting as a futures commission
merchant, introducing broker, commodity trading advisor commodity pool
operator, floor broker, leverage transaction merchant, any other person
regulated by the Commodity Futures Trading Commission, or an associated person
of any of the foregoing, or as an investment adviser, underwriter, broker or
dealer in securities, or as an affiliated person, director or employee of any
investment company, bank, savings and loan association or insurance company, or
engaging in or continuing any conduct or practice in connection with such
activity;
ii. engaging in any type of
business practice; or
iii. engaging in any activity in
connection with the purchase or sale of any security or commodity or in
connection with any violation of federal or state securities laws or federal
commodities laws; or
(4) was the subject of any order,
judgment or decree, not subsequently reversed, suspended or vacated, of an
federal or state authority barring, suspending or otherwise limiting for more
than 60 days the right of such person to engage in any activity described in
paragraph (3) (i), above, or to be associated with persons engaged in any such
activity; or
(5) was found by a court of
competent jurisdiction (in a civil action), the Securities and Exchange
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and for which the judgment has
not been reversed, suspended or vacated.
Item 9.
|
Market Price of and Dividends on the Registrant’s
Common Equity and Related
Stockholder Matters.
|
Our common stock is currently quoted on
the OTC Pink under the trading symbol “GMPW”. Trading in stocks quoted on the
OTC Pink is often thin and is characterized by wide fluctuations in trading
prices due to many factors that may have little to do with a company’s
operations or business prospects. We cannot assure you that there will be a
market for our common stock in the future.
The market prices noted below were
obtained from the OTC market and reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.
For the periods indicated, the
following table sets forth the high and low bid prices per share of common
stock based on inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions.
|
Fiscal
2019
|
|
Fiscal
2018
|
|
High
|
|
Low
|
|
High
|
|
low
|
First
Quarter
|
$ 0.0200
|
|
$ 0.0059
|
|
$ 0.0010
|
|
$ 0.0005
|
Second Quarter
|
$ 0.0059
|
|
$ 0.0036
|
|
$ 0.0100
|
|
$ 0.0005
|
Third
Quarter
|
$ 0.0100
|
|
$ 0.0060
|
|
$ 0.0100
|
|
$ 0.0100
|
Fourth Quarter
|
$ 0.0200
|
|
$ 0.0100
|
|
$ 0.0025
|
|
$ 0.0019
|
|
|
|
|
|
|
|
|
Holders
As of December 31, 2019, we had 27,724,687shares
of our Common Stock, par value $.001, issued and outstanding. There were 158
beneficial owners of our Common Stock.
Transfer
Agent and Registrar
The transfer
agent for our capital stock is Pacific Stock Transfer, with an address of 6725
Via Austi Pkwy Ste 300, Las Vegas, NV 89119-3553, with a telephone of 702-361-3033.
Penny
Stock Regulations
The Securities and Exchange Commission
has adopted regulations which generally define “penny stock” to be an equity
security that has a market price of less than $5.00 per share. Our Common Stock
is currently within the definition of a penny stock and will be subject to
rules that impose additional sales practice requirements on broker-dealers who
sell such securities to persons other than established customers and accredited
investors (generally those with assets in excess of $1,000,000, or annual
incomes exceeding $200,000 individually, or $300,000, together with their
spouse).
For transactions covered by these rules,
the broker-dealer must make a special suitability determination for the
purchase of such securities and have received the purchaser’s prior written
consent to the transaction. Additionally, for any transaction, other than
exempt transactions, involving a penny stock, the rules require the delivery,
prior to the transaction, of a risk disclosure document mandated by the SEC
relating to the penny stock market. The broker-dealer also must disclose the
commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and, if the broker-dealer
is the sole market-maker, the broker-dealer must disclose this fact and the
broker-dealer’s presumed control over the market. Finally, monthly statements
must be sent disclosing recent price information for the penny stock held in
the account and information on the limited market in penny stocks.
Consequently, the “penny stock” rules may restrict the ability of
broker-dealers to sell our Common Stock and may affect the ability of investors
to sell their Common Stock in the secondary market.
In addition to the “penny stock” rules
promulgated by the Securities and Exchange Commission, the Financial Industry
Regulatory Authority (“FINRA”) has adopted rules that require that in
recommending an investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that customer. Prior
to recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customer’s financial status, tax status, investment objectives and
other information. Under interpretations of these rules, FINRA believes that
there is a high probability that speculative low-priced securities will not be
suitable for at least some customers. The FINRA requirements make it more
difficult for broker-dealers to recommend that their customers buy our Common Stock,
which may limit the investors’ ability to buy and sell our stock.
Dividend
Policy
Any future determination as to the
declaration and payment of dividends on shares of our Common Stock will be made
at the discretion of our board of directors out of funds legally available for
such purpose. We are under no contractual obligations or restrictions to
declare or pay dividends on our shares of Common Stock. In addition, we
currently have no plans to pay such dividends. Our board of directors currently
intends to retain all earnings for use in the business for the foreseeable
future.
Equity
Compensation Plan Information
Currently, there is no equity
compensation plan in place.
Purchases
of Equity Securities by the Registrant and Affiliated Purchasers
We have not repurchased any shares of
our common stock during the fiscal years ended December 31 2019 or 2018,
respectively.
ITEM 10.
|
RECENT SALES OF UNREGISTERED SECURITIES.
|
The following information represents
securities sold by the Company within the past three years which were not
registered under the Securities Act. Included are sales of reacquired
securities, as well as new issues, securities issued in exchange for property,
services, or other securities, and new securities resulting from the
modification of outstanding securities.
On December 31, 2019, the
company sold one (1) Special 2019 series A preferred share (one preferred share
is convertible 100,000,000 share of common stocks) of the company for an agreed
upon purchase price to Goldstein Franklin, Inc., a California corporation. The
Special preferred share controls 60% of the company’s total voting rights. The issuance
of the preferred share to Goldstein Franklin, Inc. gave to Goldstein Franklin,
the controlling vote to control and dominate the affairs of the company going
forward.
The issuance of shares to Goldstein
Franklin, Inc. was completed in reliance on Rule 506 of Regulation D of the
Securities Act of 1933, recognizing that these parties were all accredited
investors, as defined under Rule 501 of Regulation D of the Securities Act of
1933. All securities issued were issued as restricted securities and were
endorsed with a restrictive legend confirming that the securities could not be
resold without registration under the Securities Act of 1933 or an applicable
exemption from the registration requirements of the Securities Act of 1933. No
general solicitation or general advertising was conducted in connection with
the sales of the
shares.
The subscription agreement executed
between us and Goldstein
Franklin, Inc.
included statements that the securities had not been registered pursuant to
the Securities Act of 1933 and that the securities may not be offered
or sold in the United States unless the securities are registered under
the Securities Act of 1933 or pursuant to an exemption from
the Securities Act of 1933. Goldstein Franklin, Inc. agreed by
execution of the subscription agreement for the shares: (i) to resell the
securities purchased only in accordance with the provisions of Regulation S,
pursuant to registration under the Securities Act of 1933 or pursuant
to an exemption from registration under the Securities Act of 1933; (ii)
that we are required to refuse to register any sale of the securities purchased
unless the transfer is in accordance with the provisions of Regulation S,
pursuant to registration under the Securities Act of 1933 or pursuant
to an exemption from registration under the Securities Act of 1933; and
(iii) not to engage in hedging transactions with regards to the securities
purchased unless in compliance with the Securities Act of 1933. All
securities issued were endorsed with a restrictive legend confirming that the
securities had been issued pursuant to Regulation S of the Securities Act
of 1933 and could not be resold without registration under
the Securities Act of 1933 or an applicable exemption from the
registration requirements of the Securities Act of 1933.
ITEM 11.
|
DESCRIPTION OF REGISTRANT’S SECURITIES TO BE
REGISTERED.
|
Common Stock
This Form 10 relates to our common
stock, $0.001 par value per share (the “Common Stock”). We are authorized to
issue 50,000,000 shares of Common Stock. We are also authorized to issue 1,000,000
shares of preferred stock, par value $0.001(the “Preferred Stock”). As of
December 31, 2019, there were 27,724,687 shares of Common Stock and 1 shares of
Preferred Stock outstanding.
The holders of our Common Stock have
equal ratable rights to dividends from funds legally available therefore, when,
as and if declared by our board of directors. Holders of Common Stock are also
entitled to share ratably in all of our assets available for distribution to
holders of Common Stock upon liquidation, dissolution or winding up of the
affairs.
The holders of shares of our Common
Stock do not have cumulative voting rights, which means that the holders of
more than 50% of such outstanding shares, voting for the election of directors,
can elect all of the directors to be elected, if they so choose and in such
event, the holders of the remaining shares will not be able to elect any of our
directors. The holders of 50% percent of the outstanding Common Stock
constitute a quorum at any meeting of shareholders, and the vote by the holders
of a majority of the outstanding shares or a majority of the shareholders at a
meeting at which quorum exists are required to effect
certain fundamental corporate changes, such as liquidation, merger or amendment
of our articles of incorporation.
Preferred Stock
We have authority to issue 1,000,000
shares of “blank check” Preferred Stock, $0.001 par value per share (the
“Preferred Share”). Our Board of Directors may issue the authorized Preferred
Stock in one or more series and may fix the number of shares of each series of
preferred stock. Our Board of Directors also has the authority to set the
voting powers, designations, preferences and relative, participating, optional
or other special rights of each series of Preferred Stock, including the
dividend rights, dividend rate, terms of redemption, redemption price or
prices, conversion and voting rights and liquidation preferences. Preferred
Stock can be issued and its terms set by our Board of Directors without any
further vote or action by our stockholders.
As of December 31, 2019, there are 1
special Preferred Stock share issued and outstanding. The Preferred shares (i)
vote on all matters with the holders of common stock as if each shares of
Series A was converted into 100,000,000 shares of common stock; and, (ii) are
convertible into shares of common stock, at any time in the discretion of the
holders of the special preferred shares, at a ratio of 100,000,000 shares of
common stock for each share of special preferred share.
ITEM 12.
|
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
|
Under our Bylaws, every person who was
or is a party to, or is threatened to be made a party to, or is involved in any
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, by reason of the fact that he, or a person of whom he is the
legal representative, is or was a director or officer of the Company, or is or
was serving at the request of the Company as a director or officer of another
corporation, or as its representative in a partnership, joint venture, trust,
or other enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the laws of the State of Nevada from time to
time against all expenses, liability, and loss (including attorneys’ fees
judgments, fines, and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith. Such right of
indemnification shall be a contract right, which may be enforced in any manner
desired by such person. The expenses of officers and directors incurred in
defending a civil or criminal action, suit, or proceeding must be paid by the
Company as they are incurred and in advance of the final disposition of the
action, suit, or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by
the company. Such right of indemnification shall not be exclusive of any other
right which such directors, officers, or representatives may have or hereafter
acquire, and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any bylaw,
agreement, vote of shareholders, provision of law, or otherwise.
Without limiting the application of the
foregoing, the Board of Directors may adopt bylaws from time to time with
respect to indemnification, to provide at all times the fullest indemnification
permitted by the laws of the State of Nevada, and may cause the Company to
purchase and maintain insurance on behalf of any person who is or was a
director or officer of the Company, or is or was serving at the request of the
Company as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust, or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the Company would have
the power to indemnify such person. The indemnification provided shall continue
as to a person who has ceased to be a director, officer, employee, or agent,
and shall inure to the benefit of the heirs, executors and administrators of
such person.
Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
We have not entered into any agreements
with our directors and executive officers that require us to indemnify these
persons against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred (including expenses of a derivative action) in
connection with any proceeding, whether actual or threatened, to which any such
person may be made a party by reason of the fact that the person is or was a
director or officer of our Company or any of our affiliated enterprises. We do
not maintain any policy of directors’ and officers’ liability insurance that
insures its directors and officers against the cost of defense, settlement or
payment of a judgment under any circumstances.
ITEM 13.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
Our financial statements, notes thereto
and the related independent registered accounting firm’s report are set forth
immediately following the signature page to this registration statement
beginning at page F-1 and are incorporated herein by reference.
ITEM 14.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING
AND FINANCIAL DISCLOSURE.
|
None.
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENTS.
|
(a) Exhibits
Exhibit Number
|
|
Description of Document
|
2.01
|
|
Securities Purchase Agreement.
|
3.1
|
|
Articles of Incorporation of the Registrant, dated June 7, 2001,
incorporated by reference to Exhibit 3 to Form SB-2 as filed by the
Registrant with the Securities and Exchange Commission on August 10, 2001.
|
3.5*
|
|
Bylaws of the
Registrant.
|
21.1*
|
|
List of subsidiaries of the
Registrant.
|
* Filed herewith.
(b) Financial Statements
The following financial statements are
being filed as part of this Registration Statement:
Index to Consolidated
Financial Statements
|
|
|
|
|
|
|
|
Page
|
Report of Independent Registered
Public Accounting Firm
|
|
F-1
|
|
|
|
For the fiscal years ended December 31, 2019 and 2018
|
|
|
Consolidated Balance Sheets
|
|
F-2
|
Consolidated Statements of
Operations
|
|
F-3
|
Consolidated Statements of
Shareholders’ Deficit
|
|
F-4
|
Consolidated Statements of Cash
Flows
|
|
F-5
|
Notes to Consolidated Financial
Statements
|
|
F-6
|
|
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
GIVEMEPOWER CORPORATION
AND
SUBSIDIARY
Consolidated Financial Statements
As of December 31, 2019
For the
period August 30, 2019 (date of formation) to December 31, 2019
Table of Contents
Page
Report of Independent Registered
Public Accounting Firm 1
Consolidated Financial Statements
Consolidated Balance Sheet 2
Consolidated Statement of Operations 3
Consolidated Statement of Stockholders’ Equity 4
Consolidated Statement of Cash Flows 5
Notes to Consolidated Financial Statements 6
200 Sandpointe Avenue, Suite 560
Santa Ana, CA
92707 (949) 326-CPAS (2727)
www.bkcpagroup.com
Report of Independent
Registered Public Accounting Firm
To the Board of Directors and
Stockholders of GiveMePower Corporation and Subsidiary
Opinion on the Consolidated Financial
Statements
We have
audited the accompanying consolidated balance sheet of GiveMePower Corporation
and subsidiary (collectively the “Company”) as of December 31, 2019, and the
related consolidated statements of operations, stockholders’ equity, and cash
flows for the period August 30, 2019 (date of formation) to December 31, 2019.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 2019, and the results of its operations and its cash flows for the period
August 30, 2019 (date of formation) to December 31, 2019 in conformity with
accounting principles generally accepted in the United States of America.
Basis for
Opinion
The Company’s
management is responsible for these consolidated financial statements. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits. We are a public accounting firm registered with
the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted
our audit in accordance with the standards of the PCAOB. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial
statements are free of material
misstatement, whether due error or fraud. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audit, we are required to obtain an
understanding 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.
Our audit included performing procedures to assess
the risks of material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the consolidated financial statements. Our audit
also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of
the financial statements. We believe that our audit provides a reasonable basis
for our opinion.
Santa Ana, CA May 6, 2020
The Company have served as the
Company’s auditor since 2020
GiveMePower Corporation
and Subsidiary
Consolidated Balance Sheet
December 31,
|
|
2019
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
Cash
|
$
|
500
|
|
Investments - trading securities
|
|
45,396
|
Total current assets
|
|
45,896
|
Total assets
|
$
|
45,896
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
Marginal loan payable
|
$
|
4,317
|
Total current liabilities
|
|
4,317
|
Line of credit - related party
|
|
41,200
|
Total liabilities
|
|
45,517
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
Stockholders' Equity:
|
|
|
|
Common stock, $0.001; 50,000,000 shares authorized, 27,724,684
shares issued and outstanding
|
|
-
|
|
Preferred stock, $0.001; 1,000,000 shares authorized, 1 share
issued and outstanding
|
|
-
|
|
Accumulated deficit
|
|
379
|
Total stockholders' equity
|
|
379
|
Total liabilities and stockholders' deficit
|
$
|
45,896
|
The accompanying notes are an
integral part of these audited financial statements.
GiveMePower Corporation
and Subsidiary
Consolidated Statement of Operations
August 30, 2019 (date of formation) to December 31, 2019
|
|
Amount
|
Net gain from sales of investments under trading securities
|
$
|
464
|
|
|
|
|
Operating expenses:
|
|
|
|
General and administrative
|
|
-
|
Total operating expenses
|
|
-
|
Total assets
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses):
|
|
|
|
Other expense
|
|
(71)
|
|
Interest expense
|
|
(14)
|
Total other expense, net
|
|
(85)
|
Income before income tax provision
|
|
379
|
Income tax provision
|
|
-
|
Net income
|
$
|
379
|
|
|
|
|
Earnings per share:
|
|
|
|
Basic and diluted
|
$
|
0.00
|
|
|
|
-
|
Weighted average number of common shares outstanding:
|
|
|
|
Basic and Diluted
|
|
27,724,688
|
The accompanying notes are an
integral part of these audited financial statements.
GiveMePower Corporation
and Subsidiary
Consolidated Statement of Stockholders’
Equity
|
Shares
|
Amount
|
|
Shares
|
Amount
|
|
Deficit
|
Equity
|
|
|
|
|
|
|
|
|
|
Balances - August 30, 2019 (date of
formation)
|
-
|
$ -
|
|
-
|
$ -
|
|
$ -
|
$ -
|
|
|
|
|
|
|
|
|
|
Issuances of preferred stock
|
1
|
-
|
|
-
|
-
|
|
-
|
-
|
|
|
|
|
|
|
|
|
|
Issuances of common stock
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
|
|
|
|
|
|
|
|
Net income
|
-
|
-
|
|
-
|
-
|
|
379
|
379
|
Balances - December 31, 2019
|
1
|
$ -
|
|
27,724,684
|
$ -
|
|
$ 379
|
$ 379
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an
integral part of these audited financial statements.
GiveMePower Corporation
and Subsidiary
Consolidated Statement of Cash Flows
August 30, 2019 (date of formation) to December 31, 2019
|
|
Amount
|
Cash flows from operating activities:
|
|
|
|
Cash received from sales of trading securities
|
$
|
29,412
|
|
Interest paid
|
|
(12)
|
|
Purchases of inventory under trading securities
|
|
(74,417)
|
Net cash flow from operating activities
|
|
(45,017)
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
Borrowing on loan payable to related party
|
|
41,200
|
|
Borrowing from brokerage loan - marginal loan
|
|
4,317
|
Net cash provided by financing activities
|
|
45,517
|
|
|
|
|
Net increase in cash
|
|
500
|
|
|
|
|
Cash - beginning of year
|
|
-
|
Cash - end of year
|
$
|
500
|
|
|
|
|
Supplemental disclosures of cash flow information
|
|
|
|
Cash paid during the year for:
|
|
|
|
Interest
|
$
|
12
|
|
Income taxes
|
|
-
|
The accompanying notes are an
integral part of these audited financial statements.
1.
NATURE OF OPERATIONS
Prior Business and Reverse Merger
GiveMePower Corporation (the “PubCo” or “Company”), a Nevada corporation, was incorporated on June 7, 2001 to sell
software geared to end users and developers involved in the design,
manufacture, and construction of engineered products located in Canada and the
United States. The PubCo has been dormant and non-operating since year 2009.
PubCo is a public reporting company registered with the Securities Exchange
Commissioner (“SEC”). In November 2009, the Company filed Form 15D, Suspension
of Duty to Report, and as a result, the Company was not required to file any
SEC forms since November 2009
On December
31, 2019, PubCo sold one Special 2019 series A preferred share (“Series A
Share”) for $38,000 to Goldstein Franklin, Inc. (“Goldstein”), a California
corporation. One Series A Share is convertible to 100,000,000 shares of common
stocks at any time. The Series A Share also provided with 60% voting rights of
the PubCo. On the same day, Goldstein sold one-member unit of Alpharidge
Capital, LLC (“Alpharidge”), a California limited liability corporation,
representing 100% member owner of Alpharidge. As a result, Alpharidge become a
wholly owned subsidiary of PubCo as of December 31, 2019.
The
transaction above will be accounted for as a “reverse merger” and
recapitalization amongst PubCo, Goldstein, and Alpharidge since the
stockholders of Alpharidge will have the significant influence and the ability
to elect or appoint or to remove a majority of the members
of the governing body of the combined
entity immediately following the completion of the transaction, the stockholders of PubCo will have the significant influence
and the ability
to elect or appoint
or to remove a majority
of the members of the governing body of the combined entity,
and PubCo’s senior management will dominate the
management of the combined entity immediately following the completion of the
transaction. Accordingly, Alpharidge will be deemed to be the accounting
acquirer in the transaction and, consequently, the transaction is treated as a
recapitalization of the PubCo. Accordingly, the assets and liabilities and the
historical operations that are reflected in the financial statements are those
of Alpharidge and are recorded at the historical cost basis of Alpharidge. As a
result, Alpharidge is the surviving company and the financial statements
presented are historical financial accounts of
Alpharidge.
The
financial statements of the Company include its wholly owned subsidiary of
Alpharidge.
Current Business and Organization
The Company,
through its wholly owned subsidiary, Alpharidge Capital, LLC, has two distinct
lines of businesses that comprise of the following:
·
Investments in securities,
warrants, bonds, or options of public and private companies in various
industries but focusing on specialty biopharmaceutical companies through
brokerage firm, TD Ameritrade; and
·
Investments in real estate – Real
estate operations would consist primarily of rental real estate, affordable
housing projects, opportunity zones, other property
development and associated HOA activities. Alpharidge’s property development
operations would be primarily through a real estate investment, management and
development subsidiary that focuses primarily
on the construction and sale of single-family and multi-family
homes, lots in subdivisions and planned communities, and raw land for residential development. Alpharidge
did not have any investments in real estate as of and for the years ended
December 31, 2019.
Reporting
The financial statements
include its historical financial information of the Company.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation
The
accompanying financial statements have been prepared using the accrual basis of
accounting in accordance with generally accepted accounting principles (“GAAP”)
promulgated in the United States of America.
Use of Estimates and Assumptions
The
preparation of financial statements in conformity with the GAAP requires
management to make estimates and assumptions
that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial
statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Advertising and Marketing Costs
Advertising
and marketing costs are recorded as general and administrative expenses when
they are incurred. The Company did not incur any advertising and marketing expenses
for the period August 30, 2019 (date
of formation) to December 31, 2019.
Revenue Recognition
The Company
recognizes revenue in accordance with Accounting Standards
Codification (“ASC”) 606, Revenue from Contracts with Customers. The Company’s net revenue primarily consists of revenues
from sales of trading securities using its broker firm, TD
Ameritrade less original purchase cost. Net trading revenues primarily consist
of revenues from trading securities earned upon completion of trade, net of any
trading fees. A trading is completed when earned and recognized at a point in time, on a trade-date basis, as the Company executes
trades. The Company
records trading revenue on a
net basis, trading sales less original purchase cost. Net realized gains and
losses from securities transactions are determined for federal income tax and
financial reporting purposes on the first-in, first-out method and represent
proceeds on disposition of investments less the cost basis of investments.
Investment – Trading Securities
All investment
securities are classified as trading securities and are carried at fair value
in accordance with ASC 320 Investments — Debt and Equity
Securities. Investment transactions are recorded on a trade date basis.
Realized gains or losses on sales of investments are based on the first-in, first-out or the specific identification method. Realized and unrealized gains or losses
on investments are recorded in the statements of operations as realized and unrealized gains or losses as net revenue. All
investment securities are held and transacted by the Company’s broker firm, TD
Ameritrade. The Company did not hold more than 3% of equity of the shares of
portfolio companies as investments as of December 31, 2019.
All
investments that are listed on a securities exchange are valued at their last
sales price on the primary securities exchange
on which such securities are traded on such date. Securities that are not listed on any exchange
but are traded over-the-counter are valued at the mean between the last
“bid” and “ask” price for such security on such date. The Company does not have
any investment securities for which market quotes are not readily available.
The Company’s
trading securities are held by a third-party brokerage firm, TD Ameritrade, and composed of publicly
traded companies with readily available fair value which are quoted prices in
active markets.
2. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)
Income Taxes
Under the asset and liability method
prescribed within ASC 740, Income Taxes, the Company recognizes deferred tax assets
and liabilities for the future tax consequences attributable to differences
between financial statement carrying amounts of assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be realized or settled. The effect of a change
in tax rates on deferred
tax assets and liabilities is recognized in income
in the period that includes the enactment date. The realizability of deferred
tax assets is assessed throughout the year and a valuation allowance is
recorded if necessary, to reduce net deferred tax assets to the amount more
likely than not to be realized. Certain prior period deferred tax disclosures
were reclassified to conform with current period presentation.
ASC 740
provides that a tax benefit from an uncertain tax position may be recognized
when it is more likely than not that the position
will be sustained
upon examination, including resolutions of any related appeals
or litigation processes, based on the technical merits
of the position. ASC 740 also provides guidance on measurement, derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure, and transition.
The Company’s
practice is to recognize interest accrued related to unrecognized tax benefits
in interest expense and penalties in selling and administrative expense. As of
December 31, 2019, the Company had no accrued interest or penalties.
Concentrations of Credit Risk
The Company's
financial instruments that are exposed
to concentrations of credit risk primarily consist
of its cash and cash
equivalents. The Company places its cash and cash equivalents with financial
institutions of high credit worthiness. The Company
maintains cash balances
at financial institutions within the United
States which are insured
by the Federal Deposit Insurance Corporation (“FDIC”) up to limits of
approximately $250,000. The Company has not experienced any losses with regard
to its bank accounts and believes it is not exposed to any risk of loss on its
cash bank accounts. It is possible that at times, the company’s cash and cash
equivalents with a particular financial institution may exceed any applicable
government insurance limits. In such situation, the Company's management would
assess the financial strength and credit worthiness of any parties to which it
extends funds, and as such, it believes that any associated credit risk
exposures would be addressed and mitigated.
The Company’s
trading securities is comprised of investments in biopharma public companies.
The Company had equity interests in more than 42 specialty biopharmaceuticals
companies as of December 31, 2019.
2. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)
Fair Value of Financial Instruments
The Company
utilizes ASC 820-10,
Fair Value Measurement and Disclosure, for valuing financial
assets and liabilities measured on a recurring basis.
Fair value is defined as the exit price, or the amount that would be received
to sell an asset or paid to transfer a liability in an orderly transaction
between market participants as of the measurement date. The guidance
also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable
inputs and minimizes the use of unobservable inputs by requiring that the most
observable inputs be used when available. Observable inputs
are inputs market
participants would use in valuing
the asset or liability and are developed based on market data obtained from sources independent of the Company.
Unobservable inputs are inputs that reflect
the Company’s assumptions about the factors market participants would use in
valuing the asset or liability. The guidance establishes three levels of inputs
that may be used to measure fair value:
Level 1.
Observable inputs such as quoted prices in active markets;
Level 2.
Inputs, other than the quoted prices in active markets, that are observable
either directly or indirectly; and Level 3. Unobservable inputs in which there is little or no market
data, which require
the reporting entity
to develop its own assumptions.
The Company’s
financial instruments consisted of cash, accounts payable and accrued
liabilities, and line of credit. The estimated
fair value of cash, accounts
payable and accrued
liabilities, due to or from affiliated companies, and notes payable approximates
its carrying amount due to the short maturity of these instruments.
The table
below describes the Company’s valuation of financial instruments using guidance
from ASC 820-10:
December 31, 2019
|
|
Level 1
|
Level 2
|
|
Level 3
|
Investments – trading
securities
|
$
|
45,396
|
$
|
-
|
$
|
-
|
Leases
Prior to
January 1, 2019, the Company accounted for leases under Accounting Standards
Codification (ASC) 840, Accounting for Leases. Effective from January 1, 2019,
the Company adopted the guidance of ASC 842, Leases, which requires an entity
to recognize a right-of-use asset and a lease liability for virtually all
leases. On February 25, 2016, the FASB issued
Accounting Standards Update No. 2016-02, Leases (Topic 842), to increase transparency and comparability among
organizations by recognizing lease assets and lease liabilities on the balance
sheet and disclosing key information about leasing
transactions. ASC 842 requires that lessees recognize right of use assets and
lease liabilities calculated based on the present value of lease payments for
all lease agreements with terms that are greater than twelve months.
ASC 842
distinguishes leases as either a finance lease or an operating lease that
affects how the leases are measured and presented in the statement of operations and statement of cash flows.
ASC 842 supersedes nearly all existing lease accounting guidance under GAAP
issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic
840, Leases.
The Company
does not have operating and financing leases as of December 31, 2019. The
adoption of ASC 842 did not materially impact our results of operations, cash
flows, or presentation thereof.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent Accounting Standards Updates
In February
2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic
842), which supersedes FASB ASC Topic 840, Leases. This ASU requires
the recognition of right-of-use assets
and lease liabilities by lessees for those leases
classified as operating leases under previous guidance. In addition, among
other changes to the accounting for leases, this ASU retains the distinction
between finance leases and operating leases. The classification criteria for
distinguishing between financing leases and operating leases are substantially
like the classification criteria for distinguishing between capital leases and
operating leases under previous guidance.
Recently Adopted Accounting Pronouncements
ASU 2016-02 — On October 1, 2019,
the Company adopted Accounting Standards Update ("ASU") 2016-
02, Leases, by applying the standard at the adoption date, recognizing a
cumulative-effect adjustment to the opening balance of retained earnings. As a
result, restated financial information and the additional disclosures required
under the new standard will not be provided for the comparative periods
presented. The new guidance requires quantitative and qualitative disclosures that provide information about the amounts
related to leasing
arrangements recorded in the
condensed consolidated financial
statements. The Company
elected a package
of practical expedients available under the
new guidance, which allows an entity to not reassess prior conclusions related
to existing contracts containing leases, lease classification and initial
direct costs. In addition, the Company has elected to apply the short-term
lease exception for lease arrangements with a maximum
term of 12 months or less. Upon the adoption
of the lease standard, the
Company recognized a right-of-use ("ROU") asset and a lease liability
on the Condensed Consolidated Balance Sheet related to non-cancelable operating leases.
Recently Issued Accounting Pronouncements
ASU 2019-12 — In
December 2019, the Financial Accounting Standards Board ("FASB")
issued ASU 2019- 12, Simplifying the Accounting for Income Taxes. The
amendments in ASU 2019-12 simplify the accounting for income taxes by removing
certain exceptions to the general
principles in Accounting Standards Codification ("ASC") Topic 740, Income Taxes.
The amendments also improve consistent application of and simplify GAAP for other areas
of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 will be
effective for the Company's fiscal year beginning October 1, 2021, with early
adoption permitted. The transition requirements are dependent upon each
amendment within this update and will be applied either prospectively or
retrospectively. The Company does not expect this ASU to have a material impact
on its condensed consolidated financial statements.
ASU 2016-13 — In June 2016, the
FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments.
The main objective of ASU 2016-13 is to provide financial statement users with
more decision-useful information about an entity's expected credit losses on
financial instruments and other commitments to extend credit at each reporting
date. To achieve this objective, the amendments in this update replace the
incurred loss impairment methodology in current GAAP with a methodology that
reflects expected credit losses and requires consideration of a broader range
of reasonable and supportable information to develop credit loss estimates.
Subsequent to issuing ASU 2016-13, the FASB has issued additional standards for
the purpose of clarifying certain aspects of ASU 2016- 13, as well as providing codification improvements and targeted
transition relief under
the standard. The subsequently
issued ASUs have the same effective date and transition requirements as ASU 2016-13. ASU 2016-13 will be effective for the Company's fiscal year
beginning October 1, 2020, using a modified retrospective approach. Early
adoption is permitted. The Company
is currently assessing
the impact this ASU will have on its condensed consolidated financial
statements.
3.
INVESTMENT SECURITIES (TRADING)
The Company
applied the fair value accounting treatment for trading securities per ASC 320,
with unrealized gains and losses recorded in net income each period. Debt securities
classified as trading should be measured at fair value in the currency in which
the debt securities are denominated and remeasured into the investor’s
functional currency using the spot exchange rate at the balance sheet date.
Investments
in equity securities as of December 31, 2019 are summarized based on the
following:
December 31,
|
|
Cost
|
|
Changes in Fair Value
|
|
Fair Value
|
|
|
|
|
|
|
|
Stocks
|
$
|
21,719
|
$
|
733
|
$
|
22,452
|
Options
|
|
29,414
|
|
(6,470)
|
|
22,944
|
Investments - Trading Securities
|
$
|
51,133
|
$
|
(5,737)
|
$
|
45,396
|
Trading securities are treated using the fair value method,
whereby the value of the securities on the company’s balance sheet is equivalent to their current market value.
These securities will be recorded in the current assets section under the Investment Securities account and will be offset in the shareholder’s equity section under the unrealized proceeds from sale of short-term investments” account. The Short
Term Investments account amount represents the current market value
of the securities, and the “Unrealized Proceeds
From Sale of Short Term Investments” account
represents the cash proceeds that the company would receive if it were
to sell the investments at the end of the specified accounting period.
August 30, 2019 (date of formation) to December 31, 2019
|
Amount
|
Total investment purchases - cost
|
$
|
74,417
|
Total investment sales - fair value
|
|
(29,412)
|
Unrealized losses
|
|
391
|
Investments - Trading Securities
|
$
|
45,396
|
4.
MARGINAL LOAN PAYABLE
The Company entered into a
marginal loan in December 2019 with TD Ameritrade, the Company’s brokerage to
continue the purchase of securities and to fund the underfunded balance.
4.
MARGINAL LOAN PAYABLE (continued)
The marginal
loan consisted of the following:
August 30, 2019 (date of formation) to December 31, 2019
|
|
|
|
Beginning balance - August 30, 2019
|
$
|
-
|
Funds deposited to broker by Company
|
|
(40,700)
|
Total investment securities purchases
|
|
74,417
|
Total sales of investment securities
|
|
(29,412)
|
Interest expense
|
|
12
|
Net unrealized gain (loss)
|
|
|
Marginal loan payable
|
$
|
4,317
|
5.
LINE OF CREDIT – RELATED PARTY
The Company
considers its founders, managing directors, employees, significant
shareholders, and the portfolio Companies to be affiliates. In addition, companies controlled by any of the above named
is also classified as affiliates.
Line of
credit from related party consisted of the following:
August 30, 2019 (date of formation) to December 31, 2019
|
Amount
|
September 2019 (line of credit) - line of
credit with maturity date of February 2020 with unpaid principal balance and
accrued interest payable on the maturity date.
|
$
|
41,200
|
|
|
|
Total Line of credit - related party
|
$
|
41,200
|
Goldstein Franklin, Inc. - $100,000 line of
credit
On September
15, 2019, the Company entered
into a line of credit agreement in the amount of $41,200
with maturity date of February 15, 2020. The line of credit bears
interest at 0% per annum and interest
and unpaid principal balance is payable on the maturity date. The Company had unused
line of credit of $48,800 as of December 31,
2019
6.
NET TRADING REVENUE
The Company
recognizes revenue in accordance with Accounting Standards
Codification (“ASC”) 606, Revenue from Contracts with Customers. The Company’s net revenue primarily consists of revenues
from sales of trading securities using its broker firm, TD
Ameritrade less original purchase cost. Net trading revenues primarily consist
of revenues from trading securities earned upon completion of trade, net of any
trading fees. A trading is completed when earned and recognized at a point in time, on a trade-date basis, as the Company executes
trades. The Company
records trading revenue on a
net basis, trading sales less original purchase cost.
Net trading
revenue consisted of the following:
August 30, 2019 (date of formation) to December 31, 2019
|
Amount
|
Revenue from sale of securities
|
$
|
29,412
|
Cost of securities
|
|
(23,472)
|
Wash sales
|
|
261
|
Net changes in fair value at end of year
|
|
(5,737)
|
Net trading revenue
|
$
|
464
|
7.
EARNINGS (LOSS) PER SHARE
A basic
earnings per share is computed by dividing net income to common stockholders by
the weighted average number of shares outstanding for the year. Dilutive
earnings per share include the effect of any potentially dilutive debt or
equity under the treasury stock method, if including such instruments is
dilutive. The Company’s diluted earnings (loss) per share is the same as the
basic earnings/loss per share for the period August 30, 2019 (date of
formation) to December 31, 2019, as there are no potential shares outstanding
that would have a dilutive effect.
August 30, 2019 (date of formation) to December 31, 2019
|
Amount
|
Net income
|
$
|
464
|
Dividends
|
|
-
|
Stock option
|
|
-
|
Adjusted net income attribution to
stockholders
|
$
|
464
|
|
|
|
Weighted-average shares of common stock
outstanding
|
Basic and Diluted
|
|
27,724,688
|
Net changes in fair value at end of year
|
|
|
Basic and Diluted
|
$
|
0.00
|
8.
INCOME TAXES
As of December
31, 2019, the Company had a net operating income carry forward of $104, which
may be available to reduce future
years’ taxable income
through 2040. The company uses the tax rate of 40% for its tax-assets estimates.
The provision for income taxes
differs from the amount computed
by applying the statutory federal
income tax rate to
income before provision for income
taxes. The sources
and tax effects
of the differences for the periods presented are as follows:
Realization of deferred tax assets is dependent upon sufficient future
taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable
income. Due to the change
in ownership provisions of the Income Tax laws of the United States,
2019 net operating income carry forwards of approximately $0 for federal income
tax reporting purposes may be subject to annual limitations. Should a change in
ownership occur net operating income carry forwards may be limited as to use in
future years. As the realization of required future taxable income is
uncertain, the Company recorded a valuation
allowance.
August 30, 2019 (date of formation) to December 31, 2019
|
Amount
|
Deferred tax assets:
|
|
|
Net operating income
|
$
|
104
|
Other temporary differences
|
|
-
|
|
|
|
Total deferred tax assets
|
|
104
|
Less- valuation allowance
|
|
(104)
|
Total deferred tax assets
|
$
|
-
|
The Company
did not have material income tax provision (benefit) because of net loss and
valuation allowances against deferred income tax provision for the period August
30, 2019 (date of formation) to December 31, 2019
A
reconciliation of the Company’s effective tax rate to the statutory federal
rate is as follows:
Description
|
|
Rate
|
Statutory federal rate
|
|
21%
|
State income taxes net of federal income
tax benefit and others
|
0%
|
Permanent differences for tax purposes and
others
|
0%
|
Change in valuation allowance
|
|
-21%
|
Effective tax rate
|
|
-
|
The income tax benefit differs from the amount computed by applying the
U.S. federal statutory tax rate of 21%, primarily due to the change in the valuation
allowance and state income tax benefit, offset
by nondeductible expenses. Deferred income taxes reflect
the net tax effects of temporary differences between the carrying
amounts of assets
and liabilities for financial reporting purposes and the amounts used
for income tax purposes.
9.
RELATED PARTY TRANSACTIONS
The Company had the following
related party transactions:
·
Line of Credit – On September 15, 2019, the Company entered
into a line of credit
agreement in the amount
of $41,200 with Goldstein Franklin, Inc. which is owned and operated by Frank I. Igwealor, Chief
Executive Officer of the Company. The maturity date of the line of credit is February 15, 2020. The line of credit bears interest at 0% per annum and
interest and unpaid principal balance is payable on the maturity date. The
Company had unused line of credit of $48,800 as of December 31, 2019
10.
COMMITMENTS AND CONTINGENCIES
Contingencies
From time to
time, the Company may be involved in certain legal actions and claims arising
in the normal course of business. Management is of the opinion that such
matters will be resolved without material effect on the Company’s financial
condition or results of operations.
11.
SUBSEQUENT EVENTS
The Company
evaluated all events or transactions that occurred after December 31, 2019 up
through the date the financial statements were available to be issued. During
these periods, the Company did not have any material recognizable subsequent
events required to be disclosed as of and for the year ended December 31, 2019.
SIGNATURES
|
|
|
|
|
|
Pursuant to the requirements of Section 12 of
the Securities Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
|
|
|
|
|
|
GIVEMEPOWER CORPORATION
|
|
|
|
DATED:
|
May 7, 2020
|
|
BY:
|
/s/Frank I Igwealor
|
|
|
Frank I Igwealor, CPA, CMA, CFM
|
|
|
President; Chief Executive Officer;
|
|
|
Chief Financial Officer
|
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