ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking
Statements
This Quarterly Report
on Form 10-Q (this “Quarterly Report”) contains forward-looking statements. The
Securities and Exchange Commission (the “SEC”) encourages companies to disclose
forward-looking information so that investors can better understand a company’s
future prospects and make informed investment decisions. This Quarterly Report
and other written and oral statements that we make from time to time contain
such forward-looking statements that set out anticipated results based on
management’s plans and assumptions regarding future events or performance. We
have tried, wherever possible, to identify such statements by using words such
as “anticipate,”“estimate,”“expect,”“project,”“intend,”“plan,”“believe,”“will”
and similar expressions in connection with any discussion of future operating
or financial performance. In particular, these include statements relating to
future actions, future performance or results of current and anticipated sales
efforts, expenses, the outcome of contingencies, such as legal proceedings, and
financial results.
We caution that the
factors described herein, and other factors could cause our actual results of
operations and financial condition to differ materially from those expressed in
any forward-looking statements we make and that investors should not place
undue reliance on any such forward-looking statements. Further, any
forward-looking statement speaks only as of the date on which such statement is
made, and we undertake no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which such statement is made
or to reflect the occurrence of anticipated or unanticipated events or
circumstances. New factors emerge from time to time, and it is not possible for
us to predict all of such factors. Further, we cannot assess the impact of each
such factor on our results of operations or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements.
General
Business Overview
GiveMePower
Corporation is one
of the few black-controlled public companies in America. The Company operates
and manages a portfolio of financial services assets and operations to empower
black persons in the United States through
financial tools and resources.
Givemepower is primarily focused on:
(1) creating and empowering black entrepreneurs and businesses in urban
America; and (2) creating real estate properties and businesses in opportunity
zones and other distressed neighborhood across America. Our financial services division
has not started operations, but intends to conduct operations in the areas of
private equity and business lending, investing in young black entrepreneurs and
seeding their viable business plans and ideas. Our real estate division invests
in Opportunity Zones, Affordable Housing, and specialized real estate
properties.
Business
History
GiveMePower
Corporation (the “PubCo” or “Company”), a Nevada corporation, was incorporated
on September 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 was 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.
On
September 16, 2020, as part of its sales of unregistered securities to certain
corporation related to our President and CEO, the Company, for $3 in cash and
1,000,000 shares of its preferred stock, acquired 100% interest in, and control
of Community Economic Development Capital, LLC (“CED Capital”), a California
Limited Liability Company, and 97% of the issued and outstanding shares of
Cannabinoid Biosciences, Inc. (“CBDX”), a California corporation. This transaction was accounted for under the Consolidation
Method using the variable interest entity (VIE) model wherein we consolidate
all investees operating results if we expect to assume more than 50% of another
entity’s expected losses or gains.
The consolidated
financial statements of the Company therefore include its wholly owned
subsidiaries of Alpharidge Capital LLC. (“Alpharidge”), Community Economic Development
Capital, LLC. (“CED Capital”), and Cannabinoid Biosciences, Inc. (“CBDX”), and subsidiaries, in which GiveMePower has a controlling voting
interest and entities consolidated under the variable interest entities (“VIE”)
provisions of ASC 810, “Consolidation” (“ASC 810”).
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.
Current Business and
Organization
The Company, through
its three wholly owned subsidiaries, Alpharidge Capital, LLC, Malcom Wingate Cush Franklin LLC
(Black-Wealth-Gateway), and Opportunity Zone Capital LLC (“OZC”), has three distinct lines of businesses that comprise of the
following:
·
Alpharidge’s
- 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
·
OZC
Real estate operations – Real estate operations would consist primarily of
rental real estate, affordable housing projects, opportunity zones, other
property development and associated HOA activities. OZC 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.
·
Malcom
Wingate Cush Franklin LLC (Black-Wealth-Gateway) – intend to operate and manage
a portfolio of controlling and non-controlling interests in Retail Banking,
Commercial Banking, Investment Banking, Institutional Client Services,
Securities, Investing, Lending and Investment Management operations. Ideally, Black-Wealth-Gateway
intends to own directly or indirectly, shares of common stock of select active
banking and financial services operations in which Black-Wealth-Gateway
exercises control.
Alpharidge Capital, LLC
Biopharmaceutical
Investments
Our
specialty biopharmaceutical 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.
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.
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.
Community Economic
Development Capital, LLC.
Community Economic Development Capital, LLC. (“CED
Capital”), a California limited liability company, is a specialty real estate holding company for specialized
assets including, affordable housing, opportunity zones properties, hemp and
cannabis farms, dispensaries facilities, CBD related commercial facilities,
industrial and commercial real estate, and other real estate related services.
CED Capital principal business objective is to
maximize returns through a combination of (1) generating good profit while
making substantial social impact, (2) sustainable long-term growth in cash
flows from increased rents, and (3) potential long-term appreciation in the
value of our properties from capital gains upon future sale. The Company is
engaged primarily in the ownership, operation, management, acquisition,
development and redevelopment of predominantly multifamily housing and
specialized industrial properties in the United States. Additionally, our
specialized industrial property strategy is to acquire and own a portfolio of
specialized industrial properties, including multifamily properties, hemp
farms, CBD processing and medical-use cannabis facilities leased to tenants
holding the requisite state licenses to operate in the regulated medical-use
cannabis industry.
Cannabinoid Biosciences, Inc.
Cannabinoid
Biosciences, Inc. (“CBDZ”), a California corporation was incorporated on May 6,
2014, to operate as a biotechnology and specialty pharmaceutical holding
company that engages in the discovery, development, and commercialization of
cures and novel therapeutics from cannabinoid, cannabidiol, endocannabinoids,
phytocannabinoids, and synthetic cannabinoids product platform suitable for
specific treatments in a broad range of disease areas. CBDZ engages in
biopharmaceutical research and development operation with aim of identifying
viable drug candidates to go into clinical trials and if successful, be
submitted to the FDA for approval.
Opportunity
Zone Capital LLC
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.
Malcom
Wingate Cush Franklin LLC (“Black-Wealth-Gateway”)
Malcom
Wingate Cush Franklin LLC (a ”Black-Wealth-Gateway”) operates and manages a
portfolio of Retail Banking, Commercial Banking, Investment Banking,
Institutional Client Services, Securities, Investing, Lending and Investment
Management assets and operations. Black-Wealth-Gateway owns directly or
indirectly, shares of common stock of several active banking and financial
services subsidiaries in which Black-Wealth-Gateway exercises control.
Black-Wealth-Gateway
Mission
The
Black-Wealth-Gateway is a financial institution that creates, aggregates,
facilitates, builds, grows, promotes, preserves and redistributes wealth to
black persons. The Black-Wealth-Gateway was founded on 13th day of September,
2014, when certain of the descendants of Cush, the eldest son of Ham, a son of
Noah, resolved to establish a bank, a financial services company to: (1) cater
to black persons banking needs, (2) finance projects that primarily benefit
black persons, (3) capitalize viable ideas by black persons, (4) fund wealth
creation and community economic development visions of black persons, (5)
invest in black entrepreneurs, and (6) empower black men and women across the
earth to pursue worthy dreams and build great communities and cities like
Nimrod (Genesis 10:8-12). The premier Black-Wealth-Gateway shall be
headquartered in the United States of America, the land of the free and home to
the brave; a land where providence had strategically place many of the best of
the descendants of Cush. The bank will transact and promote activities across
the earth to-and-fro beyond the rivers of Cush (Zephaniah. 3:10 (NIV)). The
purpose of the establishment of this entity is to promote and carter to the
financial and economic interest of black people, therefore, it shall be called
or referred to as the Black Bank (Jeremiah 13:23). The Black Bank will harvest
and finance the implementation of the bests of the ideas and visions of our
forebears from Cush to Nimrod, Marcus Garvey, Booker T. Washington, W.E.B
Dubois, Rev. Martin Luther King Jr., Patrice Lumumba, Thomas Sankara, Toussaint
Louverture and Steve Biko for the prosperity and wellbeing of black people
across the face of the earth.
Rollups
Mergers and Acquisitions
In
general, GiveMePower Corporation 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.
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.
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 resources, capital base, and insignificant revenue
from operations, minimal assets to generate future revenue.
There is no guarantee that we could raise sufficient capital to implement our
business plan and achieve profitability.
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.
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.
Black-Wealth-Gateway. Black-Wealth-Gateway intends to
own directly or indirectly, shares of common stock of several active banking
and financial services operations in which Black-Wealth-Gateway exercises
control.
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
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.
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.
Competition
Our business is highly
competitive. We are in direct competition with more
established private equity firms, private investors and management
companies. 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. These competitors
may 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.
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. Moreover, we believe that we
distinguish ourselves in the ways our model envisaged transformation of
businesses.
Government Regulation
Our
activities currently are subject to no particular regulation by governmental
agencies other than that routinely imposed on corporate
businesses. However, we may be subject to the rules governing
acquisition and disposition of businesses, real estates and personal properties
in each of the state where we have our operations. We may also be subject
to various state laws designed to protect buyers and sellers of
businesses. We cannot predict the impact of future regulations
on either us or our business model.
Intellectual Property
We
currently have no patents, trademarks or other registered intellectual
property. We do not consider the grant of patents, trademarks
or other registered intellectual property essential to the success of our
business.
Employees
We
do not have a W-2 employee at the present. Frank Ikechukwu Igwealor, our
President, Chief Executive Officer and Chief Financial Officer, is our only
full-time staff as of September 30, 2020, pending when we could formalize an
employment contract for him. In addition to Mr. Igwealor, we
have three part-time unpaid staff who helps with bookkeeping and administrative
chores. Most of our part-time staff, officers, and directors will devote their
time as needed to our business and are expect to devote at least 15 hours per
week to our business operations. We plan on formalizing employment contract
for those staff currently helping us without pay. Furthermore, in the
immediate future, we intend to use independent contractors and consultants to
assist in many aspects of our business on an as needed basis pending financial
resources being available. We may use independent contractors and consultants
once we receive sufficient funding to hire additional employees. Even then, we
will principally rely on independent contractors for substantially all of our
technical and marketing needs.
The
Company has no written employment contract or agreement with any person.
Currently, we are not actively seeking additional employees or engaging any
consultants through a formal written agreement or contract. Services are
provided on an as-needed basis to date. This may change in the event that we are able to secure financing through equity or
loans to the Company. As our company grows, we expect to hire more full-time
employees.
Plan of
Operation for the Next Twelve (12) Months
As
GMPW moves ahead to implement its business plan, the Company begins to
identify, acquire and complimentary businesses and internally-manage real estate holdings focused on affordable
housing, Opportunity Zone and urban revitalization across the United States. We plan to acquire both single family
residence (SFR) and multi-family and commercial properties including
sale-leaseback transactions and third-party purchases. On our commercial
properties (opportunity zone) we expect to lease our properties on a triple-net
lease basis, where the tenant is responsible for all aspects of and costs
related to the property and its operation during the lease term, including
structural repairs, maintenance, taxes and insurance.
We plan to conduct our affordable housing business
through a traditional umbrella partnership real estate holding company, in
which our properties are owned by our Operating Partnership, directly or
through subsidiaries. We shall be the sole general partner of our Operating
Partnership and own, directly or through a subsidiary, 100% of the limited
partnership interests in our Operating Partnership.
GMPW
through Alpharidge Capital and CED Capital currently own two real properties
located in Los Angeles County. The total cost of the property as of September
30, 2020 is $970,148. It is expected that the eventual cost would of the
properties would increase far above $970,148 before the company could put the
properties to productive use. Using the real properties as collateral, we
believe that we could always obtain the capital needed to acquire and
rehabilitate properties.
There
is no assurance that we would be able to put the property to good use such as
renting it to eligible low-income family / tenant. If we are unable to put
them to productive use, we would be forced to sell them and use the money
generated from the sales to pay off the loans used to acquire them.
To
effectively fund our business plan, we must raise additional capital. But
there can be no assurance that we will be able to raise the capital necessary
to acquire, own or hold profitable businesses and real properties. Moreover,
there can be no assurance that we will be able to raise the capital necessary
to execute our business plan and also to acquire, own or hold complimentary
businesses and real properties.
Within
the next twelve months, we intend to use income generated from our operations
to hire employees that would help us to raise capital to build our company.
There is no assurance that we would be able to generate income from our
operations in the near future.
We intend to
implement the following tasks within the next twelve months:
-
Month
1-3: Phase 1 (1-3 months in duration; complete rehabilitation of the
opportunity zone located property and put it to good use)
-
Identify
4 other properties to acquire
-
Identify
2 profitable businesses to acquire
-
Sign
purchase agreement with the sellers of the 2 profitable businesses and 4
properties identified above;
-
Acquire
and consolidate the revenue from those six acquisitions.
-
Month
3-6 Phase 2 (1-3 months in duration; cost control, process improvements,
admin & mngt.).
-
Integrate
acquisitions into GMPW’s model – consolidate the management of the
acquired businesses and properties including integration of their
accounting and finance systems, synchronization
of their operating systems, and harmonization of their human resources
functions.
-
Start
Crowdfund Raise of $50 million for Opportunity Zone acquisitions and use
the proceeds to effectuate our business plan.
-
Complete
and file quarterly reports and other required filings for the quarter
-
Month
6-9: Phase 3 (1-3 months in duration; $5 million in estimated fund
receipt)
-
Identify
and acquire 2 profitable businesses and 4 properties that are
complementary/similar properties or assets in the target market
-
Month
9-12: Phase 4 (1-3 months duration; use acquired businesses’ free cash
flow for more acquisitions)
-
Run
the businesses efficiently, giving employees a conducive and friendly
workplace and add value to investors and shareholders by identifying and
reducing excesses and also identifying and executing growth strategies
-
Acquire
2 profitable businesses and 4 more properties especially in regions where
RE is at or below their book-value.
-
Operating
expenses during the twelve months would be as follows:
-
For
the nine months through April 30, we anticipate to incur general and
other operating expenses of $338,000.
-
For
the nine months through October 31, 2021 we anticipate to incur
additional general and other operating expenses of $382,000.
As
noted above, the execution of our current plan of operations requires us to
raise significant additional capital immediately. If we are successful in
raising at least $620,000 in capital, we hope that the Company will have
sufficient cash resources to fund its plan of operations for the next twelve
months. If we are unable to do so, our ability to continue as a going concern
will be in jeopardy, likely causing us to curtail and possibly cease
operations.
We
continually evaluate our plan of operations discussed above to determine the
manner in which we can most effectively utilize our limited cash resources. The
timing of completion of any aspect of our plan of operations is highly
dependent upon the availability of cash to implement that aspect of the plan
and other factors beyond our control. There is no assurance that we will
successfully obtain the required capital or revenues, or, if obtained, that the
amounts will be sufficient to fund our ongoing operations. The inability to
secure additional capital would have a material adverse effect on us, including
the possibility that we would have to sell or forego a portion or all of our
assets or cease operations. If we discontinue our operations, we will not have
sufficient funds to pay any amounts to our stockholders.
Because
our working capital requirements depend upon numerous factors there can be no
assurance that our current cash resources will be sufficient to fund our
operations. At present, we have no committed external sources of capital, and
do not expect any significant product revenues for the foreseeable future.
Thus, we will require immediate additional financing to fund future operations.
There can be no assurance, however, that we will be able to obtain funds on
acceptable terms, if at all.
Components of Our Results of Operations
Revenue—We generate revenue primarily from net revenue from trading,
commissions and fees charged on each real estate services transaction closed by
our lead agents or partner agents, and from the sale of homes.
Properties Revenue—Properties revenue consists of revenue earned when we sell homes
that we previously bought directly from homeowners. Properties revenue is
recorded at closing on a gross basis, representing the sales price of the home.
Intercompany Eliminations—Revenue earned from transactions between operating segments are
eliminated in consolidating our financial statements. Intercompany transactions
primarily consist of services performed from our real estate services segment
for our properties segment.
Cost of Revenue and Gross Margin
Cost of revenue
consists primarily of home-touring and field expenses, listing expenses, home
costs related to our properties segment, office and occupancy expenses, and
depreciation and amortization related to fixed assets and acquired intangible
assets. Home costs related to our properties segment include home purchase
costs, capitalized improvements, selling expenses directly attributable to the
transaction, and home maintenance expenses.
Gross profit is
revenue less cost of revenue. Gross margin is gross profit expressed as a
percentage of revenue. Our gross margin has and will continue to be affected by
a number of factors, but the most important are the mix of revenue from our
relatively higher-gross-margin real estate services segment and our relatively
lower-gross-margin properties segment, real estate services revenue per
transaction, agent and support-staff productivity, personnel costs and
transaction bonuses, and, for properties, the home purchase costs.
Results of Operations
Three Months ended September 30, 2020
Revenue and net gain
from sales of investments under trading securities ― The Company
recorded $19,187 in net gain from sales of investments under trading securities
for the three months ended September 30, 2020 as compared to $0 for the same
period of September 30, 2019. The Company did not record any other revenue for
the period under review.
Operating Expenses ― Total
operating expenses for the three months ended September 30, 2020 was $22,272 as
compared to $0 in the same period in, 2019.
Net Loss ―
Net loss for three months ended September 30, 2020 was $43,992, as compared to
net loss of $0 for the nine months ended September 30, 2019.
Nine Months ended September 30, 2020, as
Compared to Nine Months ended September 30, 2019
Revenue and
net gain from sales of investments under trading securities ― The
Company recorded $79,194 in net gain from sales of investments under trading
securities and $25,173 in net gain from sales of investment under properties, for
the nine months ended September 30, 2020 as compared to $0 for the same period
of September 30, 2019.
Operating
Expenses ― Total operating expenses for the nine months ended September
30, 2020 was $128,083 as compared to $0 in the same period in, 2019, due to
increased operating activities during the period ended September 30, 2020.
Net Loss ― Net
loss for nine months ended September 30, 2020 was $132,493, as compared to net
loss of $0 for the nine months ended September 30, 2019.
Financial Condition, Liquidity and Capital Resources
As of September 30, 2020, the Company had a working deficit of $143,052,
consisting of $5,340 in cash, $22,961 in Trading Securities, $152 in accounts
receivable, minus $943 of accrued expense, $1,406 in accrued interest, $5,542
in marginal loan payable, and $163,632 of line credit.
The Company had $22,961
inventory of Trading Securities as of September 30, 2020 as compared to $0 for
the period ending December 31, 2019.
For the nine months
ended September 30, 2020, the Company used $21,401 on operating activities, used
$1,014,128 on investing activities and generated $1,040,369 from financing
activities, resulting in an increase in total cash of $4,840 and a cash balance
of $5,340 for the period. For the nine months period ended September 30, 2019,
the Company used cash of $0 in operating activities, used cash of $0 for
investing activities and obtained cash of $0 from financing activities,
resulting in an increase in cash of $0 and a cash balance of $0 at the end of
such period.
Total notes payable
for related and unrelated parties increased by $1,040,357 for the period ended
September 30, 2020, compared to the fiscal year ended December 31, 2019 of $45,517.
As of September 30,
2020, total stockholders’ deficit increased to $76,373 compared to total
stockholders’ equity of $379 as of December 31, 2019.
As of September 30,
2020, the Company had a cash balance of $5,340 (i.e. cash is used to fund
operations). The Company does not believe our current cash balances will be
sufficient to allow us to fund our operating plan for the next twelve months.
Our ability to continue as a going concern is dependent on us obtaining adequate
capital to fund operating losses until we become profitable. If we are unable
to obtain adequate capital, we could be forced to cease operations or
substantially curtail its drug development activities. These conditions raise
substantial doubt as to our ability to continue as a going concern. The
accompanying financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts and
classification of liabilities should we be unable to continue as a going
concern.
Our principal sources
of liquidity in the past has been cash generated from loans to us by our major
shareholder. In order to be able to achieve our strategic goals, we need to
further expand our business and implement our business plan. To continue to
develop our business plan and generate sales, significant capital has been and
will continue to be required. Management intends to fund future operations
through private or public equity and/or debt offerings. We continue to engage
in preliminary discussions with potential investors and broker-dealers, but no
terms have been agreed upon. There can be no assurances, however, that
additional funding will be available on terms acceptable to us, or at all. Any
equity financing may be dilutive to existing shareholders. We do not currently
have any contractual restrictions on our ability to incur debt and, accordingly
we could incur significant amounts of indebtedness to finance operations. Any
such indebtedness could contain covenants which would restrict our operations.
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 is material to investors.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America (“U.S.
GAAP”) requires estimates and assumptions that affect the reported amounts of
assets and liabilities, revenues and expenses, and related disclosures of
contingent assets and liabilities in the consolidated financial statements and
accompanying notes. The SEC has defined a company’s critical accounting
policies as the ones that are most important to the portrayal of the company’s
financial condition and results of operations, and which require the company to
make its most difficult and subjective judgments, often as a result of the need
to make estimates of matters that are inherently uncertain.
Based on this
definition, we have identified the critical accounting policies and judgments
addressed which are described in Note 2 to our condensed consolidated financial
statements included elsewhere in this Quarterly Report. Although we believe
that our estimates, assumptions and judgments are reasonable, they are based
upon information presently available. Actual results may differ significantly
from these estimates under different assumptions, judgments or conditions.
Item 3. Quantitative and Qualitative Disclosures About Market
Risk.
Not required for
smaller reporting companies.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As required by
Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule
13a-15(b), we have carried out an evaluation (the “Evaluation”), under the
supervision and with the participation of our management, including our Chief
Executive Officer and Interim Chief Financial Officer, of the effectiveness of
the design and operation of our management, and the design and operation of our
disclosure controls and procedures as of September 30, 2020. Based upon an
evaluation of the effectiveness of disclosure controls and procedures, our
Chief Executive Officer and Interim Chief Financial Officer has concluded that
as of the end of the period covered by this Quarterly Report, our disclosure
controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the
Exchange Act) were not effective because of the material weaknesses described
below, in order to provide reasonable assurance that information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified by the rules and forms of the SEC
and is accumulated and communicated to management, including the Chief
Executive Officer and Interim Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure (see below for further
discussion).We had neither the resources, nor the personnel, to provide an
adequate control environment.
Due to our limited
resources, the following material weaknesses in our internal control over
financial reporting continued to exist at September 30, 2020:
|
●
|
we
do not have written documentation of our internal control policies and
procedures. Written documentation of key internal controls over financial
reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002
(the “Sarbanes-Oxley Act”);
|
|
|
|
|
●
|
we
do not have sufficient segregation of duties within accounting functions,
which is a basic internal control. Due to our limited size and early stage
nature of operations, segregation of all conflicting duties may not always be
possible and may not be economically feasible; however, to the extent
possible, the initiation of transactions, the custody of assets and the
recording of transactions should be performed by separate individuals;
|
|
●
|
although
we have recently established an independent audit committee of our Board of
Directors, the establishment is very young and may not have made significant
difference;
|
|
|
|
|
●
|
insufficient
monitoring and review controls over the financial reporting closing process,
including the lack of individuals with current knowledge of GAAP that led to
the restatement of our previously issued financial statements; and
|
|
|
|
|
●
|
we
continue to outsource the functions of controller on an interim basis to
assist us in implementing the necessary financial controls over the financial
reporting and the utilization of internal management and staff to effectuate
these controls.
|
We believe that these material weaknesses primarily related, in
part, to our lack of sufficient staff with appropriate training in GAAP and SEC
rules and regulations with respect to financial reporting functions, and the
lack of robust accounting systems, as well as the lack of sufficient resources
to hire such staff and implement these accounting systems.
While we have
established an audit committee of our Board of Directors comprised of two
independent directors, if and when our financial resources allow, we plan to
take a number of additional actions to correct these material weaknesses
including, but not limited to, hiring a full-time Chief Financial Officer,
adding experienced accounting and financial personnel and retaining third-party
consultants to review our internal controls and recommend improvements.
It should be noted
that any system of controls, however well designed and operated, can provide
only reasonable and not absolute assurance that the objectives of the system
are met. In addition, the design of any control system is based in part upon
certain assumptions about the likelihood of certain events. Because of these
and other inherent limitations of control systems, there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote.
Changes in Internal Control Over
Financial Reporting
There were no
material changes in our internal control over financial reporting (as defined
in Rule 13a- 15(f) under the Exchange Act) that occurred as of September 30,
2020, that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
CEO and CFO Certifications
Exhibits 31.1 and
31.2 to this Quarterly Report are the Certifications of the Chief Executive
Officer and the Interim Chief Financial Officer, respectively. These
Certifications are required in accordance with Section 302 of the
Sarbanes-Oxley Act (the “Section 302 Certifications”). This Item 4 of this
Quarterly Report, which you are currently reading, is the information
concerning the Evaluation referred to above and in the Section 302
Certifications and this information should be read in conjunction with the Section
302 Certifications for a more complete understanding of the topics presented.
PART II - OTHER
INFORMATION
ITEM 1. Legal Proceedings
There are no legal
proceedings that have occurred within the past ten years concerning our
directors or officers which involved a criminal conviction, a criminal
proceeding, an administrative or civil proceeding limiting one’s participation
in the securities or banking industries, or a finding of securities or
commodities law violations.
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 November 4, 2020, 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 2. Unregistered Sales of Equity
Securities and Use of Proceeds
Recent Sales of Unregistered Securities
During the nine
months ended September 30, 2020, the Company issued 0 shares of its common
stock. The Company issued 1,000,000 shares of its preferred stock to an entity
controlled by our President and CEO as part of consideration for the
acquisition of two operating businesses.
Use of Proceeds of Registered Securities
Not applicable.
Purchases of Equity Securities by Us and
Affiliated Purchasers
During the nine
months ended September 30, 2020, the Company has not purchased any equity
securities nor have any officers or directors of the Company.
ITEM 3. Defaults Upon Senior Securities
The Company is not aware of any defaults upon its senior
securities.
ITEM 4. Mine Safety Disclosures
Not applicable.
ITEM 5. Other Information.
None.
ITEM 6. Exhibits
Exhibit
|
|
|
Number
|
|
Description
|
|
|
|
|
|
|
10.1*
|
|
Form of Line of Credit Agreement by and between the Company and certain
related parties
|
|
|
|
|
|
|
31.1*
|
|
Certification of Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act.
|
|
|
|
31.2*
|
|
Certification of Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act.
|
|
|
|
32.1**
|
|
Certification of Principal Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS*
|
|
XBRL
Instance Document
|
101.SCH*
|
|
XBRL
Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL
Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed
herewith.
|
**
|
Furnished
herewith.
|
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
|
GIVEMEPOWER
CORPORATION
|
|
|
Date: November 23,
2020
|
By:
|
/s/ Frank I
Igwealor
|
|
|
Frank I Igwealor
|
|
|
President, Chief
Executive Officer and Interim Chief Financial Officer (Principal Executive
Officer, Principal Financial Officer and Principal Accounting Officer)
|
Exhibit 31.1
CERTIFICATION OF CEO
PURSUANT TO RULE 13a-14(a) OR 15d-14(a)
OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002
I, Frank I Igwealor,
certify that:
1. I have reviewed
this Quarterly Report on Form 10-Q of GIVEMEPOWER CORPORATION;
2. Based on my
knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my
knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
4. The registrant’s
other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
(a) Designed such
disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed such
internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, 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;
(c) Evaluated the
effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) Disclosed in this
report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s
other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
(a) All significant
deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report
financial information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant’s internal
control over financial reporting.
/s/ Frank I
Igwealor
|
|
Frank I Igwealor
|
|
President and
Chief Executive Officer
|
|
Date: November
23, 2020
Exhibit 31.2
CERTIFICATION OF CFO
PURSUANT TO RULE 13a-14(a) OR 15d-14(a)
OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002
I, Frank I Igwealor,
certify that:
1. I have reviewed
this Quarterly Report on Form 10-Q of GIVEMEPOWER CORPORATION;
2. Based on my
knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my
knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
4. The registrant’s
other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
(a) Designed such
disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed such
internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, 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;
(c) Evaluated the
effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) Disclosed in this
report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s
other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
(a) All significant
deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report
financial information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant’s internal
control over financial reporting.
/s/ Frank I
Igwealor
|
|
Frank I Igwealor
|
|
Interim Chief
Financial Officer
|
|
Date: November
23, 2020
Exhibit 32.1
CERTIFICATION OF CEO
AND CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with
the Quarterly Report of GIVEMEPOWER CORPORATION (the “Company”) on Form 10-Q
for the quarter ended September 30, 2020, as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Frank I Igwealor, the
Chief Executive Officer and Interim Chief Financial Officer of the Company,
hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge:
(1) the Report fully
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
(2) the information
contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.
/s/ Frank I
Igwealor
|
|
Frank I Igwealor
|
|
President, Chief
Executive Officer and
Interim Chief
Financial Officer
|
|
Date: November
23, 2020
This Certification accompanies this Report pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Give Me Power (PK) (USOTC:GMPW)
Historical Stock Chart
From Aug 2024 to Sep 2024
Give Me Power (PK) (USOTC:GMPW)
Historical Stock Chart
From Sep 2023 to Sep 2024