UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period
ended September 30, 2020
[ ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period
from ___________ to _____________
Commission File
Number 000-31006
GIVEMEPOWER
CORPORATION
(Exact name of registrant as
specified in its charter)
Nevada
|
|
87-0291528
|
(State or other
jurisdiction
|
|
(I.R.S. Employer
|
of incorporation or
organization)
|
|
Identification
No.)
|
|
|
|
370 Amapola Ave., Suite
200A, Torrance California
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|
90501
|
(Address of principal
executive offices)
|
|
(Zip Code)
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310-895-1839
(Registrant’s telephone
number, including area code)
Indicate by check mark
whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X]
No [ ]
Indicate by check mark
whether the registrant has submitted electronically every
Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes [X] No
[ ]
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, a smaller reporting company or, an
emerging growth company. See the definitions of “large accelerated
filer,” “accelerated filer”, “smaller reporting company”, and
“emerging growth company”, in Rule 12b-2 of the Exchange
Act.
Large accelerated filer
[ ]
|
|
Accelerated filer
[ ]
|
Non-accelerated filer
[ ]
|
|
Smaller reporting company
[X]
|
(Do not check if smaller
reporting company)
|
|
Emerging growth company
[ ]
|
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
[ ]
Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). Yes [ ] No [X]
As of November 20, 2020,
there were 27,724,687 shares of the registrant’s
common stock, $0.001 par value per share, issued and
outstanding.
GIVEMEPOWER
CORPORATION
TABLE OF
CONTENTS
PART I.
– FINANCIAL INFORMATION
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|
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Item 1.
Consolidated Financial Statements
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1
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|
|
Item 2.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
|
17
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|
|
Item 3.
Quantitative and Qualitative Disclosures about Market
Risk
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23
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|
|
Item 4.
Controls and Procedures
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23
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|
|
PART
II. – OTHER INFORMATION
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|
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Item 1.
Legal Proceedings
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24
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|
Item 2.
Unregistered Sales of Equity Securities and Use of
Proceeds
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25
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Item 3.
Defaults Upon Senior Securities
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25
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Item 4.
Mine Safety Disclosures
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25
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Item 5.
Other Information
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25
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Item 6.
Exhibits
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26
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Signatures
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28
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PART I – FINANCIAL
INFORMATION
Item 1. Consolidated
Financial Statements
Condensed
Consolidated Balance Sheets as of September 30, 2020 (unaudited)
and December 31, 2019 (audited)
|
2
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|
|
Condensed
Consolidated Statements of Operations for the nine months ended
September 30, 2020 and 2019 (unaudited)
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3
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|
Condensed
Consolidated Statements of Changes in Shareholders’ Deficit as of
September 30, 2020 and 2019
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4
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|
Condensed
Consolidated Statements of Cash Flows for the nine months ended
September 30, 2020 and 2019
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4
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|
Notes
to the condensed consolidated financial statements
(unaudited)
|
5
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GIVEMEPOWER
CORPORATION
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CONSOLIDATED BALANCE
SHEETS
|
|
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(Unaudited)
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|
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September 30,
2020
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December 31,
2019
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ASSETS
|
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Current
Assets:
|
|
|
|
|
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Cash and cash
equivalents
|
$
|
5,340
|
|
$
|
500
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|
Investments - trading
securities
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|
22,961
|
|
|
45,396
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|
Accounts
receivable
|
|
152
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|
|
-
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|
Total Current
Assets
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|
28,453
|
|
|
45,896
|
|
|
|
|
|
|
|
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Property and
equipment, net
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13,249
|
|
|
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|
Investments -
real estate
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$
|
970,148
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|
$
|
-
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Total assets
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|
1,011,850
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45,896
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|
|
|
|
|
|
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LIABILITIES AND STOCKHOLDERS’
EQUITY (DEFICIT)
|
|
|
|
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Current
Liabilities:
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|
|
|
|
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|
Accrued expenses
|
|
943
|
|
|
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|
Accrued interest
|
|
1,406
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|
|
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Marginal loan
payable
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5,524
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|
|
4,317
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Line of credit - related
party, current portion
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163,632
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|
|
41,200
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Total Current
Liabilities
|
$
|
171,505
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|
$
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45,517
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|
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|
|
|
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|
Long-Term
Liabilities:
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|
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Notes payable - net of
current portion
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$
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150,000
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|
$
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-
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|
Line of credit -
related party, net of current portion
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766,718
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0
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|
Total Long-Term Liabilities
|
|
916,718
|
|
|
0
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|
Total Liabilities
|
$
|
1,088,223
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|
$
|
45,517
|
|
|
|
|
|
|
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STOCKHOLDERS’ EQUITY
(DEFICIT)
|
|
|
|
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|
Preferred stock, $.001 par
value, 1,000,000 and 10,000,000 shares authorized, 0 and I,000,000
issued and outstanding as at December 31, 2019 and September 30,
2020 respectively.
|
|
3
|
|
$
|
-
|
|
|
|
|
|
|
|
|
Common Stock, $0.001
par value, 49,000,000 and 1,200,000,000 shares authorized,
27,724,687 issued and outstanding as at December 31, 2019 and
September 30, 2020 respectively.
|
1,975
|
|
$
|
-
|
|
Additional paid in
capital
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53,763
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|
|
-
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|
Accumulated
deficit
|
|
(132,114)
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|
|
379
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|
Total Stockholders’ Equity (Deficit)
|
$
|
(76,373)
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|
$
|
379
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|
Total Liabilities and
Stockholders’ Equity (Deficit)
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|
1,011,850
|
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45,896
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|
The accompanying notes to
unaudited condensed consolidated financial statements
GIVEMEPOWER
CORPORATION
|
CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
|
(unaudited)
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|
Nine Months Ended September
30
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Three Months Ended September
30
|
|
|
2020
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|
2019
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2020
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|
2019
|
Trading securities
revenue:
|
|
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Sales of
investments under trading securities
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$
|
261,400
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$
|
-
|
|
$
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29,250
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$
|
|
-
|
Cost of sales -
trading securities
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182,206
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-
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10,063
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|
|
-
|
Net gain from sales of
investments under trading securities
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|
79,194
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|
|
-
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19,187
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|
|
-
|
|
|
|
|
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Property
revenue:
|
|
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|
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|
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|
Sales of
investment under property
|
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1,205,000
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|
|
|
|
|
|
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Cost of sales -
property
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1,179,827
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|
|
|
|
|
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|
Net gain from sales of
investments property
|
|
25,173
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|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
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|
|
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|
General and
administrative
|
|
128,083
|
|
|
|
|
|
22,271
|
|
|
|
Total operating
expenses
|
|
128,083
|
|
|
-
|
|
|
22,271
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from
operations
|
|
(23,716)
|
|
|
|
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|
(3,084)
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|
|
|
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|
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|
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|
|
|
|
|
Other income
(expense):
|
|
|
|
|
|
|
|
|
|
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|
Interest expense,
net
|
|
(1,590)
|
|
|
|
|
|
(1,549)
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Unrealized gain
(loss)
|
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(107,187)
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|
|
-
|
|
|
(39,359)
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|
|
-
|
Total other expense,
net
|
|
(108,777)
|
|
|
-
|
|
|
(40,908)
|
|
|
-
|
Loss before income tax
provision
|
|
(132,493)
|
|
|
-
|
|
|
(43,992)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax
provision
|
|
-
|
|
|
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(132,493)
|
|
$
|
-
|
|
$
|
(43,992)
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per
Share:
Basic and Diluted
|
$
|
(0.005)
|
|
$
|
-
|
|
$
|
(0.002)
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common
Shares Outstanding: Basic and Diluted
|
|
27,724,687
|
|
|
27,724,687
|
|
|
27,724,687
|
|
|
27,724,687
|
|
The accompanying notes to
unaudited condensed consolidated financial statements
|
|
GIVEMEPOWER
CORPORATION
|
CONDENSED CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
Preferred
Stock
|
Common Stock
|
Additional
|
Accumulated
|
Total
Stockholders'
|
|
Shares
|
Amount
|
Shares
|
Amount
|
Paid In
Capital
|
Deficit
|
Equity
|
Balance as of July 1,
2020
|
1
|
$
-
|
27,724,687
|
$
-
|
$
-
|
$
(88,122)
|
$
(88,122)
|
Issuances of preferred
stock
|
1,000,000
|
3
|
-
|
-
|
-
|
-
|
3
|
Issuances of common
stock
|
|
|
|
1,975
|
-
|
-
|
1,975
|
Acquisition of
business
|
-
|
-
|
-
|
-
|
53,763
|
-
|
53,763
|
Net loss
|
|
|
|
|
|
(43,992)
|
(43,992)
|
Balances - September 30,
2020
|
1,000,001
|
$
3
|
27,724,687
|
$ 1,975
|
$
53,763
|
$
(132,114)
|
$
(76,373)
|
|
Preferred
Stock
|
Common Stock
|
Additional
|
Accumulated
|
Total
Stockholders'
|
|
Shares
|
Amount
|
Shares
|
Amount
|
Paid In
Capital
|
Deficit
|
Equity
|
Balances - July 1,
2019
|
-
|
$
-
|
-
|
$
-
|
$
-
|
$
-
|
$
-
|
Issuances of preferred
stock
|
1
|
-
|
-
|
|
|
|
|
Issuances of common
stock
|
|
-
|
27,724,684
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
Balances - September 31,
2019
|
|
$
-
|
27,724,684
|
$
-
|
$
-
|
$
-
|
$
-
|
|
Preferred
Stock
|
Common Stock
|
Additional
|
Accumulated
|
Total
Stockholders'
|
|
Shares
|
Amount
|
Shares
|
Amount
|
Paid In
Capital
|
Deficit
|
Equity
|
Balance as of January 1,
2020
|
1
|
$
-
|
27,724,687
|
$
-
|
$
-
|
$
379
|
$
379
|
Issuances of preferred
stock
|
1,000,000
|
3
|
-
|
-
|
-
|
-
|
3
|
Issuances of common
stock
|
|
|
|
1,975
|
-
|
-
|
1,975
|
Acquisition of
business
|
-
|
-
|
-
|
-
|
53,763
|
-
|
53,763
|
Net loss
|
|
|
|
|
|
(132,493)
|
(132,493)
|
Balances - September 30,
2020
|
1,000,001
|
$
3
|
27,724,687
|
$ 1,975
|
$
53,763
|
$
(132,114)
|
$
(76,373)
|
|
Preferred
Stock
|
Common Stock
|
Additional
|
Accumulated
|
Total
Stockholders'
|
|
Shares
|
Amount
|
Shares
|
Amount
|
Paid In
Capital
|
Deficit
|
Equity
|
Balances - January 1,
2019
|
-
|
$
-
|
-
|
$
-
|
$
-
|
$
-
|
$
-
|
Issuances of preferred
stock
|
1
|
-
|
-
|
|
|
|
|
Issuances of common
stock
|
|
-
|
27,724,684
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
Balances - September 31,
2019
|
|
$
-
|
27,724,684
|
$
-
|
$
-
|
$
-
|
$
-
|
|
|
|
The accompanying notes to
unaudited condensed consolidated financial statements.
|
GIVEMEPOWER
CORPORATION
|
CONDENSED CONSOLIDATED
STATEMENTS OF CASHFLOWS
|
(unaudited)
|
|
|
|
Nine Months Ended September
30, 2020
|
Cash flows from operating
activities:
|
|
|
|
|
Depreciation
|
|
$
|
6,579
|
|
Cash from sales of trading
securities
|
|
|
253,246
|
|
Fund disbursed
|
|
|
(15,662)
|
|
Accrued interest
|
|
|
1,394
|
|
Purchase of trading
securities
|
|
|
(266,958)
|
|
|
|
|
|
|
Net cash used in operating
activities
|
|
|
(21,401)
|
|
|
|
|
|
|
Cash flows from investing
activities:
|
|
|
|
|
Acquisition of
businesses
|
|
|
(24,152)
|
|
Payment for real estate
investment
|
|
|
(970,148)
|
|
Purchase of fixed
assets
|
|
|
(19,828)
|
|
Net cash used in investing
activities
|
|
|
(1,014,128)
|
|
|
|
|
|
|
Cash flows from financing
activities
|
|
|
|
|
Proceeds from issuance of
notes payable
|
|
|
150,000
|
|
Proceeds from issuance of
marginal loan payable
|
|
|
1,219
|
|
Proceeds from issuance of
line of credit - short term - related party
|
|
|
122,432
|
|
Proceeds from issuance of
line of credit - long term - related party
|
|
|
766,718
|
|
Net cash provided by
financing activities
|
|
|
1,040,369
|
|
|
|
|
|
|
Net increase in
cash
|
|
|
4,840
|
|
Cash at the beginning of the
period
|
|
|
500
|
|
Cash at end of the
period
|
|
$
|
5,340
|
|
Supplemental disclosures of
cash flow information Cash paid during the period
for:
|
|
|
|
|
Interest
paid
|
|
$
|
115.49
|
|
Income taxes
paid
|
|
$
|
0
|
|
|
|
|
|
|
The accompanying notes are
an integral part of these condensed consolidated financial
statements
|
GIVEMEPOWER
CORPORATION
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
1. NATURE OF
OPERATIONS
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 local black businesses in
urban America; and (2) creating real estate properties and
businesses in opportunity zones and other distressed neighborhood
across America. The Company’s 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. The Company’s real estate division invests in Opportunity
Zones, Affordable Housing, and specialized real estate
properties.
GiveMePower
Corporation
(the “PubCo” or “Company”),
a Nevada corporation,
was incorporated
on June 7, 2001, to
sell software geared to end
users and developers involved in the design, manufacture, and
construction of engineered products located in Canada and the
United States. The PubCo has been dormant and non-operating since
year 2009. PubCo is a public reporting company registered with the
Securities Exchange Commissioner (“SEC”). In November 2009, the
Company filed Form 15D, Suspension of Duty to Report, and as a
result, the Company was not required to file any SEC forms since
November 2009.
On December 31, 2019, PubCo
sold one Special 2019 series A preferred share (“Series A Share”)
for $38,000 to Goldstein Franklin, Inc. (“Goldstein”), a California
corporation. One Series A Share is convertible to 100,000,000
shares of common stocks at any time. The Series A Share also
provided with 60% voting rights of the PubCo. On the same day,
Goldstein sold one-member unit of Alpharidge Capital, LLC
(“Alpharidge”), a California limited liability corporation,
representing 100% member owner of Alpharidge. As a result,
Alpharidge become a wholly owned subsidiary of PubCo as of December
31, 2019.
The transaction above 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 removea majority of the membersof the governing body of the combinedentity immediately
following the
completion
of the transaction,
the stockholders
of PubCo will have the significant
influenceand the abilityto elect or appointor to remove a majorityof 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 ofAlpharidge.
They manufacture and
wholesale custom processed beef, pork, chicken, lamb, veal and
seafood. In addition, they are redistributors of a wide variety of
dry goods, frozen foods, disposables and janitorial products. Their
sales, distribution and finance processes are very efficient and
can be expanded to add new product lines, including fresh produce
and dairy.
As discussed in Note 12, on September
16, 2020, as part of its sales of unregistered securities to
certain corporation related to its 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 the Company consolidates all
investees operating results if the Company expects 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”), after
elimination of intercompany transactions and accounts.
Current Business and
Organization - Alpharidge
The Company, through its three
wholly owned subsidiaries, Alpharidge Capital, LLC (“Alpharidge”),
Malcom Wingate Cush Franklin LLC (“MWCF”), and Opportunity Zone
Capital LLC (“OZC”), seeks to empower
black persons in the United States through financial tools and
resourcesas
follows:
·
Alpharidge 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; and
·
MWCF financial empowerment –
MWCF would utilize operate the tools of financial
education/training, mergers and
acquisitions, private equity and business lending to invest and
empower young black entrepreneurs, seeding their viable business
plans and ideas and creating jobs in their communities.
MWCF is primarily focused on:
(1) creating and empowering local black businesses in urban
America; and (2) creating real estate in opportunity zones and
other distressed neighborhood across America.
·
Cash Management, Opportunistic
and Event-Driven Investments: The Company
keeps no more than 10% of its total assets in liquid cash or
investments portfolio, which is actively managed by its directors
and officers and invest primarily in equity investments on a long
and short basis. The Company’s cash management policy which
requires that the Company actively invests its excess cash into
stocks, bonds and other securities is intended to provide the
company greater levels of liquidity and current income. The
Company uses proprietary trading models to capitalize on real-time
market anomalies and generate ongoing income in the forms similar
to hedge funds. Where necessary, the Company uses seeded
entities to pursue real-time market transactions in publicly
traded securities including but not limited to stocks, bonds,
options, futures, forex, warrants, and other
instruments.
Current Business and
Organization - CED Capital
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 its 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, its 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. This strategy includes the following
components:
|
|
Owning Specialized Real
Estate Properties and Assets for Income. The Company
intends to acquire multifamily housings, economic development real
estates, hemp farms, CBD processing facilities and multifamily
properties, hemp farms, CBD processing and medical-use cannabis
facilities leased licensed growers who will continue their
cultivation operations after its acquisition of the property. The
Company expects to hold acquired properties for investment and to
generate stable and increasing rental income from leasing these
properties to licensed growers.
|
|
|
Owning Specialized Real
Estate Properties and Assets for
Appreciation. The Company
intends to lease its acquired properties under long-term,
triple-net leases. However, from time to time, the Company may
elect to sell one or more properties if the Company believes it to
be in the best interests of its stockholders. Accordingly, the
Company will seek to acquire properties that it believes also have
potential for long-term appreciation in value.
|
|
|
Affordable
Housing. Its motto is:
“acquiring distressed/troubled properties, securing generous
government subsidies, empowering low-income families, and
generating above-market returns to investors.”
|
|
|
Preserving Financial
Flexibility on the Company’s Balance
Sheet. The Company intends to
focus on maintaining a conservative capital structure, in order to
provide us flexibility in financing its growth
initiatives.
|
Current Business and
Organization - CBDX
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.
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Basis of
Presentation
The accompanying financial
statements have been prepared using the accrual basis of accounting
in accordance with generally accepted accounting principles
(“GAAP”) promulgated in the United States of America. Inter-company
balances and transactions have been eliminated upon
consolidation.
Principles of
Consolidation
The Consolidated Financial
Statements include the accounts of GiveMePower Corporation and all
of its controlled subsidiary companies. All significant
intercompany accounts and transactions have been eliminated.
Investments in business entities in which the company does not have
control, but it has the ability to exercise significant influence
over operating and financial policies (generally 20% to 50%
ownership) are accounted for using the equity method of accounting.
Operating results of acquired businesses are included in the
Consolidated Statements of Income from the date of acquisition. The
company consolidates variable interest entities if it is deemed to
be the primary beneficiary of the entity. Operating results for
variable interest entities in which the company is determined to be
the primary beneficiary are included in the Consolidated Statements
of Income from the date such determination is made. For convenience
and ease of reference, the company refers to the financial
statement caption “Income before Income Taxes and Equity Income” as
“pre-tax income” throughout the Notes to the Consolidated Financial
Statements.
COVID-19 Risks, Impacts and
Uncertainties
COVID-19 Risks, Impacts and
Uncertainties — the company is subject to the risks arising from
COVID-19's impacts on the residential real estate industry. The
Company’s management believes that these impacts, which include but
are not limited to the following, could have a significant negative
effect on its future financial position, results of operations, and
cash flows: (i) prohibitions or limitations on in-person
activities associated with residential real estate transactions;
(ii) lack of consumer desire for in-person interactions and
physical home tours; and (iii) deteriorating economic conditions,
such as increased unemployment rates, recessionary conditions,
lower yields on individuals' investment portfolios, and more
stringent mortgage financing conditions. In addition, the company
has considered the impacts and uncertainties of COVID-19 in its use
of estimates in preparation of its consolidated financial
statements. These estimates include, but are not limited to,
likelihood of achieving performance conditions under
performance-based equity awards, net realizable value of inventory,
and the fair value of reporting units and goodwill for
impairment.
In April 2020, following the
government lockdown order, the company asked all employees to begin
to work from their homes and the company also reduced the number of
hours available to each of its employees by approximately by
approximately 75%. These actions taken in response to the economic
impact of COVID-19 on its business resulted in a reduction of
productivity for the three and six months ended September 30, 2020.
All cost related to these actions are included in general and
administrative expenses, as these costs were determined to be
direct and incremental.
Use of Estimates and
Assumptions
The preparation of financial
statements in conformity with the GAAP requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Advertising and
Marketing Costs
Advertising and marketing
costs are recorded as general and administrative expenses when they
are incurred. The Company incurred $16,325 in advertising and
marketing expenses for the nine months ended September 30,
2020.
Revenue
Recognition
The Company recognizes
revenue in accordance with Accounting Standards Codification
(“ASC”) 606, Revenue from Contracts with Customers. The Company’s
net revenue primarily consists of revenues from: (1) sales of
investment properties, and (2) sales of trading securities using
its broker firm, TD Ameritrade less original purchase cost. Net
trading revenues primarily consist of revenues from trading
securities earned upon completion of trade, net of any trading
fees. A trading is completed when earned and recognized at a point
in time, on a trade-date basis, as the Company executes trades. The
Company records trading revenue on a net basis, trading sales less
original purchase cost. Net realized gains and losses from
securities transactions are determined for federal income tax and
financial reporting purposes on the first-in, first-out method and
represent proceeds on disposition of investments less the cost
basis of investments. Net investment properties primarily consist
of revenues from purchasing properties from auctions and open
market and selling after the Company improves the properties. The
investment expenses that is deducted from sales consist of closing
costs, commissions, developer's fees, escrow & title fee,
property taxes, recording charges, and seller credit.
Investment – Trading
Securities
All investment securities
are classified as trading securities and are carried at fair value
in accordance with ASC 320 Investments — Debt and Equity
Securities. Investment transactions are recorded on a trade date
basis. Realized gains or losses on sales of investments are based
on the first-in, first-out or the specific identification method.
Realized and unrealized gains or losses on investments are recorded
in the statements of operations as realized and unrealized gains or
losses as net revenue. All investment securities are held and
transacted by the Company’s broker firm, TD Ameritrade. The Company
did not hold more than 3% of equity of the shares of any public
companies as investments as of September 30, 2020.
All investments that are
listed on a securities exchange are valued at their last sales
price on the primary securities exchange on which such securities
are traded on such date. Securities that are not listed on any
exchange but are traded over-the-counter are valued at the mean
between the last “bid” and “ask” price for such security on such
date. The Company does not have any investment securities for which
market quotes are not readily available.
The Company’s trading
securities are held by a third-party brokerage firm, TD Ameritrade,
and composed of publicly traded companies with readily available
fair value which are quoted prices in active markets.
Income
Taxes
Under the asset and
liability method prescribed within ASC 740, Income Taxes, the
Company recognizes deferred tax assets and liabilities for the
future tax consequences attributable to differences between
financial statement carrying amounts of assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be realized or settled. The effect of a change in tax
rates on deferred tax assets and liabilities is recognized in
income in the period that includes the enactment date.
The realizability of deferred tax assets is assessed throughout the
year and a valuation allowance is recorded if necessary, to reduce
net deferred tax assets to the amount more likely than not to be
realized. Certain prior period deferred tax disclosures were
reclassified to conform with current period
presentation.
ASC 740 provides that a tax
benefit from an uncertain tax position may be recognized when it is
more likely than not that the position will be sustained upon
examination, including resolutions of any related appeals or
litigation processes, based on the technical merits of the
position. ASC 740 also provides guidance on measurement,
derecognition, classification, interest and penalties, accounting
in interim periods, disclosure, and transition.
The Company’s practice is to
recognize interest accrued related to unrecognized tax benefits in
interest expense and penalties in selling and administrative
expense. As of September 30, 2020, the Company had no accrued
interest or penalties.
Concentrations of
Credit Risk
The Company's financial
instruments that are exposed to concentrations of credit risk
primarily consist of its cash and cash equivalents. The Company
places its cash and cash equivalents with financial institutions of
high credit worthiness. The Company maintains cash balances at
financial institutions within the United States which are insured
by the Federal Deposit Insurance Corporation (“FDIC”) up to limits
of approximately $250,000. The Company has not experienced any
losses with regard to its bank accounts and believes it is not
exposed to any risk of loss on its cash bank accounts. It is
possible that at times, the company’s cash and cash equivalents
with a particular financial institution may exceed any applicable
government insurance limits. In such situation, the Company's
management would assess the financial strength and credit
worthiness of any parties to which it extends funds, and as such,
it believes that any associated credit risk exposures would be
addressed and mitigated.
Fair Value of
Financial Instruments
The Company utilizes ASC
820-10, Fair Value Measurement and Disclosure, for valuing
financial assets and liabilities measured on a recurring basis.
Fair value is defined as the exit price, or the amount that would
be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants as of the
measurement date. The guidance also establishes a hierarchy for
inputs used in measuring fair value that maximizes the use of
observable inputs and minimizes the use of unobservable inputs by
requiring that the most observable inputs be used when available.
Observable inputs are inputs market participants would use in
valuing the asset or liability and are developed based on market
data obtained from sources independent of the Company. Unobservable
inputs are inputs that reflect the Company’s assumptions about the
factors market participants would use in valuing the asset or
liability. The guidance establishes three levels of inputs that may
be used to measure fair value:
Level 1. Observable inputs
such as quoted prices in active markets;
Level 2. Inputs, other than
the quoted prices in active markets, that are observable either
directly or indirectly; and
Level 3. Unobservable inputs
in which there is little or no market data, which require the
reporting entity to develop its own assumptions.
The Company’s financial
instruments consisted of cash, accounts payable and accrued
liabilities, and line of credit. The estimated fair value of cash,
accounts payable and accrued liabilities, due to or from affiliated
companies, and notes payable approximates its carrying amount due
to the short maturity of these instruments.
The table below describes
the Company’s valuation of financial instruments using guidance
from ASC 820-10:
Description
|
|
Level 1
|
|
|
Level 2
|
|
Level 3
|
|
|
|
|
|
|
|
|
|
|
Investments – trading
securities – December 31, 2019
|
|
$
|
45,396
|
|
$
|
-
|
|
$
|
-
|
Investments – trading
securities – September 30, 2020
|
|
$
|
22,961
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Leases
Prior to January 1, 2019,
the Company accounted for leases under Accounting Standards
Codification (ASC) 840, Accounting for Leases. Effective from
January 1, 2019, the Company adopted the guidance of ASC 842,
Leases, which requires an entity to recognize a right-of-use asset
and a lease liability for virtually all leases. On February 25,
2016, the FASB issued Accounting Standards Update No. 2016-02,
Leases (Topic 842), to increase transparency and comparability
among organizations by recognizing lease assets and lease
liabilities on the balance sheet and disclosing key information
about leasing transactions. ASC 842 requires that lessees recognize
right of use assets and lease liabilities calculated based on the
present value of lease payments for all lease agreements with terms
that are greater than twelve months.
ASC 842 distinguishes leases
as either a finance lease or an operating lease that affects how
the leases are measured and presented in the statement of
operations and statement of cash flows. ASC 842 supersedes nearly
all existing lease accounting guidance under GAAP issued by the
Financial Accounting Standards Board (“FASB”) including ASC Topic
840, Leases.
The Company does not have
operating and financing leases as of September 30, 2020. The
adoption of ASC 842 did not materially impact its results of
operations, cash flows, or presentation thereof.
Recent Accounting
Standards Updates
In February 2016, the FASB
issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic
842), which supersedes FASB ASC Topic 840, Leases. This ASU
requires the recognition of right-of-use assets and lease
liabilities by lessees for those leases classified as operating
leases under previous guidance. In addition, among other changes to
the accounting for leases, this ASU retains the distinction between
finance leases and operating leases. The classification criteria
for distinguishing between financing leases and operating leases
are substantially like the classification criteria for
distinguishing between capital leases and operating leases under
previous guidance.
Recently Adopted
Accounting Pronouncements
ASU 2016-02 — On October
1, 2019, the Company adopted
Accounting Standards Update ("ASU")
2016- 02, Leases, by applying the standard at the adoption
date, recognizing a cumulative-effect adjustment to the opening
balance of retained earnings. As a result, restated financial
information and the additional disclosures required under the new
standard will not be provided for the comparative periods
presented. The new guidance requires quantitative and qualitative
disclosures that provide information about the amounts related to
leasing arrangements recorded in the condensed consolidated
financial statements. The Company elected a package of practical
expedients available under the new guidance, which allows an
entity to not reassess prior conclusions related to existing
contracts containing leases, lease classification and initial
direct costs. In addition, the Company has elected to apply the
short-term lease exception for lease arrangements with a maximum
term of 12 months or less. Upon the adoption of the lease standard,
the Company recognized a right-of-use ("ROU") asset and a lease
liability on the Condensed Consolidated Balance Sheet related to
non-cancelable operating leases.
Recently Issued
Accounting Pronouncements
ASU 2019-12 — In December
2019, the Financial Accounting Standards Board ("FASB")
issued ASU 2019- 12, Simplifying the Accounting for
Income Taxes. The amendments in ASU 2019-12 simplify the accounting
for income taxes by removing certain exceptions to the general
principles in Accounting Standards Codification ("ASC") Topic 740,
Income Taxes. The amendments also improve consistent application of
and simplify GAAP for other areas of Topic 740 by clarifying and
amending existing guidance. ASU 2019-12 will be effective for the
Company's fiscal year beginning October 1, 2021, with early
adoption permitted. The transition requirements are dependent upon
each amendment within this update and will be applied either
prospectively or retrospectively. The Company does not expect this
ASU to have a material impact on its condensed consolidated
financial statements.
ASU 2016-13 — In June 2016,
the FASB issued ASU 2016-13, Measurement of Credit Losses on
Financial Instruments. The main objective of ASU 2016-13 is to
provide financial statement users with more decision-useful
information about an entity's expected credit losses on financial
instruments and other commitments to extend credit at each
reporting date. To achieve this objective, the amendments in this
update replace the incurred loss impairment methodology in current
GAAP with a methodology that reflects expected credit losses and
requires consideration of a broader range of reasonable and
supportable information to develop credit loss estimates.
Subsequent to issuing ASU 2016-13, the FASB has issued additional
standards for the purpose of clarifying certain aspects of ASU
2016- 13, as well as providing codification improvements and
targeted transition relief under the standard. The subsequently
issued ASUs have the same effective date and transition
requirements as ASU 2016-13. ASU 2016-13 will be effective for the
Company's fiscal year beginning October 1, 2020, using a modified
retrospective approach. Early adoption is permitted. The Company is
currently assessing the impact this ASU will have on its condensed
consolidated financial statements.
3.
INVESTMENT SECURITIES (TRADING)
The Company applied the fair
value accounting treatment for trading securities per ASC 320, with
unrealized gains and losses recorded in net income each period.
Debt securities classified as trading should be measured at fair
value in the currency in which the debt securities are denominated
and remeasured into the investor’s functional currency using the
spot exchange rate at the balance sheet date.
Investments in equity
securities as of September 30, 2020 are summarized based on the
following:
September 30,
2020
|
|
Cost
|
|
|
Changes in Fair
Value
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
Stocks
|
|
$
|
22,366
|
|
$
|
(6,403)
|
|
$
|
15,963
|
Options
|
|
|
20,955
|
|
|
(13,957)
|
|
|
6,998
|
Investments – Trading
Securities
|
|
$
|
43,321
|
|
$
|
(20,360)
|
|
$
|
22,961
|
|
|
|
|
|
|
|
|
|
|
Trading securities are
treated using the fair value method, whereby the value of the
securities on the company’s balance sheet is equivalent to their
current market value. These securities will be recorded
in the current assets
section under the Investment Securities account and will be offset
in the shareholder’s equity section under the unrealized proceeds
from sale of short-term investments” account. The Short Term
Investments account amount represents the current market value of
the securities, and the “Unrealized Proceeds From Sale of Short
Term Investments” account represents the cash proceeds that the
company would receive if it were to sell the investments at the end
of the specified accounting period.
Nine months ended September
30, 2020
|
|
Amount
|
|
|
|
Total beginning balance -
fair market
|
$
|
45,396
|
Total investment purchases -
cost
|
|
217,251
|
Total investment sales -
cost
|
|
(181,717)
|
Unrealized losses
|
|
(57,969)
|
Investment - Trading
Securities
|
$
|
22,961
|
4. REAL ESTATE INVESTMENTS
Current Holdings of Real Estate
Investments:
As of
September 30, 2020, the Company has two available-for-sale real
estate properties with a carrying amount of $970,148:
|
|
Purchase Cost
|
|
|
Leasehold
improvement
|
|
Total cost at September 30,
2020
|
|
|
|
|
|
|
|
|
|
|
SFR – 11253 S New Hampshire,
90044
|
|
$
|
321,498
|
|
$
|
38,323
|
|
$
|
359,821
|
SFR – 4904 S Wilton Place,
90062
|
|
|
498,984
|
|
|
111,343
|
|
|
610,327
|
Investments – Trading
Securities
|
|
$
|
820,482
|
|
$
|
149,666
|
|
$
|
970,148
|
|
|
|
|
|
|
|
|
|
|
Inventory
costs include direct home acquisition costs and any capitalized
improvements. The following is the Real Estate Investments
activities for the period under review:
The
Company purchased the 11253 S New Hampshire, Los Angeles, CA 90044
property in June of 2020 at a cost of $321,498. The Company
financed the purchase with borrowing from its controlling
shareholder. The Company’s goal for the property was to
improve and resell to eligible homebuyers as part of its mission of
promoting homeownership affordable housing. As of September
30, 2020, the Company has expended $38,323 on improvement of the
property.
The 4904 S
Wilton Place, Los Angeles, CA 90062 property was bought in April,
2019 for $498,984. Its goal for the property was to improve
and resell to eligible homebuyers as part of its mission of
promoting homeownership affordable housing. As of September
30, 2020, the Company has expended $111,343 on improvement of the
property.
5.
MARGINAL LOAN PAYABLE
The Company entered into a
marginal loan agreement as part of its new trading account process
in 2019 with TD Ameritrade, the Company’s brokerage to continue the
purchase of securities and to fund the underfunded balance.
The marginal loan payable bears interest at 0% per annum and
interest and unpaid principal balance is payable on the maturity
date. The balance of this account as of September 30, 2020 is
$5,524.
6.
SBA LOAN PAYABLE
On July 3, 2020, the Company
entered into SBA loan the amount of $150,000 with maturity date of
July 2, 2050. The SBA loan bears interest at 3.75% per annum.
Repayment starts on 12 months after closing.
Total interest expense was
$1,406 and $0 for the three months ended September 30, 2020 and
2019, respectively, and $1,406 and $0 for the nine months ended
September 30, 2020 and 2019, respectively.
7.
LINE OF CREDIT – RELATED PARTY
The Company considers its
founders, managing directors, employees, significant shareholders,
and the portfolio Companies to be affiliates. In addition,
companies controlled by any of the above named is also classified
as affiliates.
Line of credit from related
party consisted of the following:
|
September 30,
2020
|
|
December 31,
2019
|
September 2019 (line of
credit) - Line of credit with
maturity date of February 28, 2021 with 0% interest per annum with
unpaid principal balance and accrued interest payable on the
maturity date.
|
$
|
163,632
|
$
|
41,200
|
May 20, 2020 (line of
credit) Line of credit with
maturity date of May 4, 2025 with 0% interest per annum with unpaid
principal balance and accrued interest payable on the maturity
date.
|
|
766,718
|
|
-
|
Total Line of credit -
related party
|
|
930,350
|
|
41,200
|
Less: current
portion
|
|
(163,632)
|
|
(41,200)
|
Total Line of credit -
related party
|
$
|
766,718
|
$
|
-
|
Goldstein Franklin,
Inc. - $190,000 line of credit
On February 28, 2020, the
Company amended its line of credit agreement to increase it to the
amount of $190,000 with maturity date of February 28, 2021. The
line of credit bears interest at 0% per annum and interest and
unpaid principal balance is payable on the maturity date. The
Company had unused line of credit of $26,368 as of September 30,
2020.
Los Angeles Community
Capital - $1,500,000 line of credit
On May 5, 2020, the Company
amended its line of credit agreement to increase it to the amount
of $1,500,000 with maturity date of May 4, 2025. The line of credit
bears interest at 0% per annum and interest and unpaid principal
balance is payable on the maturity date. The Company had unused
line of credit of $733,282 as of September 30, 2020.
8.
NET TRADING REVENUE
The Company recognizes
revenue in accordance with Accounting Standards Codification
(“ASC”) 606, Revenue from Contracts with Customers. The Company’s
net revenue primarily consists of revenues from sales of trading
securities using its broker firm, TD Ameritrade less original
purchase cost. Net trading revenues primarily consist of revenues
from trading securities earned upon completion of trade, net of any
trading fees. A trading is completed when earned and recognized at
a point in time, on a trade-date basis, as the Company executes
trades. The Company records trading revenue on a net basis, trading
sales less original purchase cost.
Net trading revenue
consisted of the following:
Nine Months Ended September
30, 2020
|
Total
|
Revenue from sales of
securities
|
$
|
261,400
|
Cost of
securities
|
|
(182,206)
|
Net trading
revenue
|
$
|
79,194
|
9.
SALES – INVESTMENT PROPERTY
Sales and other disposition of properties
from Real Estate Investments holdings:
Dispositions
Below is the schedule of the
details of the Real Estate Investments sales transactions during
the period:

10.
EARNINGS (LOSS) PER SHARE
A basic earnings per share
is computed by dividing net income to common stockholders by the
weighted average number of shares outstanding for the year.
Dilutive earnings per share include the effect of any potentially
dilutive debt or equity under the treasury stock method, if
including such instruments is dilutive. The Company’s diluted
earnings (loss) per share is the same as the basic earnings/loss
per share for the period nine months ended September 30, 2020, as
there are no potential shares outstanding that would have a
dilutive effect.
Nine Months Ended September
30, 2020
|
Amount
|
Net loss
|
$
|
(132,493)
|
Dividends
|
|
-
|
Stock option
|
|
-
|
Adjusted net loss
attribution to stockholders
|
$
|
(132,493)
|
|
|
|
Weighted-average shares of
common stock outstanding
|
Basic and
Diluted
|
|
27,724,687
|
Net changes in fair value at
end of year
|
|
|
Basic and
Diluted
|
$
|
(0.005)
|
11.
INCOME TAXES
As of September 30, 2020,
the Company had a net operating loss carry forward of $132,493,
which may be available to reduce future years’ taxable income
through 2040. The company uses the tax rate of 40% for its
tax-assets estimates.
The provision for income
taxes differs from the amount computed by applying the statutory
federal income tax rate to income before provision for income
taxes. The sources and tax effects of the differences for the
periods presented are as follows:
Realization of deferred tax
assets is dependent upon sufficient future taxable income during
the period that deductible temporary differences and carry-forwards
are expected to be available to reduce taxable income. Due to the
change in ownership provisions of the Income Tax laws of the United
States, 2020 net operating loss carry forwards of approximately $0
for federal income tax reporting purposes may be subject to annual
limitations. Should a change in ownership occur net operating
income carry forwards may be limited as to use in future years. As
the realization of required future taxable income is uncertain, the
Company recorded a valuation allowance.
Nine Months
Ended September 30,
2020
|
|
Amount
|
Deferred tax
assets:
|
|
|
Net
operating income
|
$
|
52,997
|
Other
temporary differences
|
|
-
|
|
|
|
Total deferred tax
assets
|
|
52,997
|
Less- valuation
allowance
|
|
(52,997)
|
Total deferred tax
assets
|
$
|
-
|
The Company did not have
material income tax provision (benefit) because of net loss and
valuation allowances against deferred income tax provision for the
period nine months ended September 30, 2020.
A reconciliation of the
Company’s effective tax rate to the statutory federal rate is as
follows:
Description
|
|
Rate
|
Statutory federal
rate
|
|
21%
|
State income taxes net of
federal income tax benefit and others
|
0%
|
Permanent differences for
tax purposes and others
|
0%
|
Change in valuation
allowance
|
|
-21%
|
Effective tax
rate
|
|
-
|
The income tax benefit
differs from the amount computed by applying the U.S. federal
statutory tax rate of 21%, primarily due to the change in the
valuation allowance and state income tax benefit, offset by
nondeductible expenses. Deferred income taxes reflect the net tax
effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes.
12.
RELATED PARTY TRANSACTIONS
The Company had the
following related party transactions:
·
Line of Credit – On
September 15, 2019, the Company entered into a line of credit
agreement in the amount of $41,200 with Goldstein Franklin, Inc.
which is owned and operated by Frank I. Igwealor, Chief Executive
Officer of the Company. The maturity date of the line of credit is
February 15, 2020. The line of credit agreement was amended to the
amount of $190,000 and maturity date of February 28, 2021. The line
of credit bears interest at 0% per annum and interest and unpaid
principal balance is payable on the maturity date. As of September
30, 2020, the Company had drawn $163,632 from the LOC.
·
Line of credit - On May 5,
2020, the Company entered into a line of credit agreement in the
amount of $1,500,000 with Los Angeles Community Capital, which is
owned and operated by Frank I. Igwealor, Chief Executive Officer of
the Company. The maturity date of the line of credit is May 4,
2025. The line of credit bears interest at 0% per annum and
interest and unpaid principal balance is payable on the maturity
date. The Company had unused line of credit of $1,280,902 as of
September 30, 2020.
·
In addition, during the nine
months ended September 30, 2020, the Company pursuant to the terms
of loan agreement, paid to an entity controlled by its CEO $95,750
respectively, as developer’s fees from the sales amount of the two
real estate investment properties sold. Although the $95,750
was less than the 10% of the total sales amount of $1,205,000, the
Company agreed with the lender to take less than 10% in
accommodation because one of the two properties sold had
unanticipated cost overrun.
13.
COMMITMENTS AND CONTINGENCIES
Commitments
The Company has no real
property and do not presently owned any interests in real estate.
30% of the total office space was allocated for its office use and
the rent would be shared with two other related organizations
controlled by the director. At present, there is no written lease
with the landlord and the rent is on a month-to-month
basis.
The Company’s executive,
administrative and operating offices are located at 370 Amapola
Ave., Suite 200A, Torrance, California 90501. Its principal
shareholder and seasonal staff use this location. The approximate
cost of the shared office space varies between $650 and $850 per
month.
Contingencies
From time to time, the
Company may be involved in certain legal actions and claims arising
in the normal course of business. Management is of the opinion that
such matters will be resolved without material effect on the
Company’s financial condition or results of operations.
14.
SUBSEQUENT EVENTS
The Company evaluated all
events or transactions that occurred after September 30, 2020 up
through November 2, 2020, the date the financial statements were
available to be issued. During these periods, the Company did not
have any material recognizable subsequent events required to be
disclosed as of and for the period ended September 30,
2020.
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:
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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”);
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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;
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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;
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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
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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.
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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
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|
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Number
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Description
|
|
|
|
|
|
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10.1*
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Form of
Line of Credit Agreement by and between the Company and certain
related parties
|
|
|
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31.1*
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Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act.
|
|
|
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31.2*
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Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act.
|
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32.1**
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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.
|
|
|
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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
|
*
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Filed herewith.
|
**
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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
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|
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Date: November 23,
2020
|
By:
|
/s/ Frank I
Igwealor
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|
|
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.
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