Current Report Filing (8-k)
October 21 2020 - 01:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Form 8-K
CURRENT
REPORT
Pursuant to Section 13 OR
15(d) of The Securities Exchange Act of 1934
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Date of Report (Date of
earliest event reported):
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October 20,
2020
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GIVEMEPOWER
CORPORATION
(Exact name
of registrant as specified in its charter)
Nevada
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File
Number: 333-67318
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87-0291528
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(State of
incorporation)
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(Commission File
Number)
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(IRS Employer Identification
No.)
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370 Amapola Ave., Suite
200A, Torrance, CA 90501
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(Address of principal
executive offices) (Zip Code)
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(310)
895-1839
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(Registrant’s telephone
number, including area code)
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Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following
provisions:
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Forward-Looking
Statements
This report contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the “Securities Act”) and
Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). The Securities and Exchange Commission encourages
companies to disclose forward-looking information so that investors
can better understand a company’s future prospects and make
informed investment decisions. This 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. Factors that could cause our actual results of operations
and financial condition to differ materially are discussed in
greater detail under Risk Factors section of this
report.
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.
Item 2.01 - Completion of
Acquisition or Disposition of Assets.
On September 16, 2020, as
part of its sales of unregistered securities to certain
corporation, GiveMePower Corporation 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.
CBDX is a biopharmaceutical
company, which intends to engage in the discovery, development, and
commercialization of cures and novel therapeutics from proprietary
cannabinoid, cannabidiol, endocannabinoids, phytocannabinoids, and
synthetic cannabinoids product platform suitable for specific
treatments in a broad range of disease areas.
CED Capital is a specialty
real estate holding company for specialized assets including,
affordable housing, opportunity zones properties, medical real
estate investments, hemp and cannabis farms, dispensaries
facilities, CBD related commercial facilities, industrial and
commercial real estate, and other real estate related services.
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Item 3.02
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Unregistered Sales of Equity
Securities
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On September 15, 2020, GiveMePower Corporation (the “Company”)
entered into a stock purchase agreement with certain corporation
related to our President and CEO with respect to the private
placement of 1,000,000 shares of its preferred stock at a purchase
price of $3 in cash and a transfer of 100% interest in, and control
of Community Economic Development Capital, LLC (a California
Limited Liability Company), and 97% of the issued and outstanding
common stock of Cannabinoid Biosciences, Inc. (“CBDX”), a
California corporation.
On October 20, 2020, Corporation (the “Company”) entered into a
stock purchase agreement with Poverty Solutions, Inc. with respect
to the private placement of 5,000,000 shares of its common stock at
an aggregate purchase price of $20,000 in cash.
On October 20, 2020,
Corporation (the “Company”) entered into a Conditional Sign-On
Bonus Agreement with its President and CEO, Mr. Frank I Igwealor
under which the Company issued 10 million shares of the Company
common stock to Mr. Igwealor for agreeing to become the President
and CEO of the Company starting January 1, 2020 to
present.
The issuance of shares to
Kid Castle Educational Corporation, Frank I Igwealor and Poverty
Solutions Inc. were 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 Kid Castle Educational
Corporation 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. Kid Castle Educational
Corporation 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
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits
Exhibit No.
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Description
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10.1
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Securities Purchase
Agreement dated September 16, 2020
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10.2
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Securities Purchase
Agreement dated October 20, 2020
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10.3
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SIGN ON Bonus Agreement
dated October 20, 2020
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SIGNATURE
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
hereunto duly authorized.
GiveMePower
Corporation
Dated:
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October 20, 2020
By:
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/s/
Frank I
Igwealor
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Frank I Igwealor, CPA, JD,
CMA, CFM
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President and CEO
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