Current Report Filing (8-k)
October 21 2020 - 1:33PM
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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