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GIVEMEPOWER CORPORATION

(GMPW)
Delayed OTC Markets  -  03:59 2022-09-23 pm EDT
0.1500 USD   -14.24%
08/19GIVEMEPOWER CORP MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)
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08/19GiveMePower Corporation Reports Earnings Results for the Second Quarter and Six Months Ended June 30, 2022
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05/16GIVEMEPOWER CORP MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)
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GIVEMEPOWER CORP : Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

10/21/2020 | 01:34pm EDT

Item 2.01 - Completion of Acquisition or Disposition of Assets.

On September 16, 2020, as part of its sales of unregistered securities to certain corporation, GiveMePower Corporation acquired 100% interest in, and control of Community Economic Development Capital, LLC ("CED Capital"), a California Limited Liability Company, and 97% of the issued and outstanding shares of Cannabinoid Biosciences, Inc. ("CBDX"), a California corporation.

CBDX is a biopharmaceutical company, which intends to engage in the discovery, development, and commercialization of cures and novel therapeutics from proprietary cannabinoid, cannabidiol, endocannabinoids, phytocannabinoids, and synthetic cannabinoids product platform suitable for specific treatments in a broad range of disease areas.

CED Capital is a specialty real estate holding company for specialized assets including, affordable housing, opportunity zones properties, medical real estate investments, hemp and cannabis farms, dispensaries facilities, CBD related commercial facilities, industrial and commercial real estate, and other real estate related services.

Item 3.02 Unregistered Sales of Equity Securities

On September 15, 2020, GiveMePower Corporation (the "Company") entered into a stock purchase agreement with certain corporation related to our President and CEO with respect to the private placement of 1,000,000 shares of its preferred stock at a purchase price of $3 in cash and a transfer of 100% interest in, and control of Community Economic Development Capital, LLC (a California Limited Liability Company), and 97% of the issued and outstanding common stock of Cannabinoid Biosciences, Inc. ("CBDX"), a California corporation.

On October 20, 2020, Corporation (the "Company") entered into a stock purchase agreement with Poverty Solutions, Inc. with respect to the private placement of 5,000,000 shares of its common stock at an aggregate purchase price of $20,000 in cash.

On October 20, 2020, Corporation (the "Company") entered into a Conditional Sign-On Bonus Agreement with its President and CEO, Mr. Frank I Igwealor under which the Company issued 10 million shares of the Company common stock to Mr. Igwealor for agreeing to become the President and CEO of the Company starting January 1, 2020 to present.

The issuance of shares to Kid Castle Educational Corporation, Frank I Igwealor and Poverty Solutions Inc. were completed in reliance on Rule 506 of Regulation D of the Securities Act of 1933, recognizing that these parties were all accredited investors, as defined under Rule 501 of Regulation D of the Securities Act of 1933. All securities issued were issued as restricted securities and were endorsed with a restrictive legend confirming that the securities could not be resold without registration under the Securities Act of 1933 or an applicable exemption from the registration requirements of the Securities Act of 1933. No general solicitation or general advertising was conducted in connection with the sales of the shares.

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The subscription agreement executed between us and Kid Castle Educational Corporation included statements that the securities had not been registered pursuant to the Securities Act of 1933 and that the securities may not be offered or sold in the United States unless the securities are registered under the Securities Act of 1933 or pursuant to an exemption from the Securities Act of 1933. Kid Castle Educational Corporation agreed by execution of the subscription agreement for the shares: (i) to resell the securities purchased only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933 or pursuant to an exemption from registration under the Securities Act of 1933; (ii) that we are required to refuse to register any sale of the securities purchased unless the transfer is in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933 or pursuant to an exemption from registration under the Securities Act of 1933; and (iii) not to engage in hedging transactions with regards to the securities purchased unless in compliance with the Securities Act of 1933. All securities issued were endorsed with a restrictive legend confirming that the securities had been issued pursuant to Regulation S of the Securities Act of 1933 and could not be resold without registration under the Securities Act of 1933 or an applicable exemption from the registration requirements of the Securities Act of 1933.

Item 9.01. Financial Statements and Exhibits.





(d)   Exhibits



Exhibit No.   Description
   10.1       Securities Purchase Agreement dated September 16, 2020
   10.2       Securities Purchase Agreement dated October 20, 2020




10.3   SIGN ON Bonus Agreement dated October 20, 2020




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