Current Report Filing (8-k)
January 08 2020 - 10:26AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported):
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December 31, 2019
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GIVEMEPOWER CORPORATION
(Exact name of registrant
as specified in its charter)
Nevada
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File Number: 333-67318
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87-0291528
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(State of incorporation)
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(Commission File Number)
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(IRS
Employer Identification No.)
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370 Amapola Ave., Suite 200A,
Torrance, CA 90501
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(Address of principal executive
offices) (Zip Code)
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(310) 895-1839
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(Registrant’s telephone number,
including area code)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item
3.02
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Unregistered Sales of Equity Securities
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On
December 31,
2019, the company sold one (1) Special 2019 series A preferred share (one
preferred share is convertible 100,000,000 share of common stocks) of the
company for an agreed upon purchase price to Goldstein Franklin, Inc., a
California corporation. The Special preferred share controls 60% of the
company’s total voting rights. The issuance of the preferred share to Goldstein
Franklin, Inc. gave to Goldstein Franklin, the controlling vote to control and
dominate the affairs of the company going forward.
The issuance of shares to Goldstein
Franklin, Inc. was completed in reliance on Rule 506 of Regulation D of the
Securities Act of 1933, recognizing that these parties were all accredited
investors, as defined under Rule 501 of Regulation D of the Securities Act of
1933. All securities issued were issued as restricted securities and were
endorsed with a restrictive legend confirming that the securities could not be
resold without registration under the Securities Act of 1933 or an applicable
exemption from the registration requirements of the Securities Act of 1933. No
general solicitation or general advertising was conducted in connection with
the sales of the
shares.
The subscription agreement executed
between us and Goldstein
Franklin, Inc.
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. Goldstein Franklin, Inc. 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.
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Item
5.01
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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On December 31, 2019, the company sold one
(1) Special 2019 series A preferred share (one preferred share is convertible 100,000,000
share of common stocks) of the company for an agreed upon purchase price to Goldstein
Franklin, Inc., a California limited liability company.
As a result of the Securities Sales Agreement, all the
former officers of company resigned their appointments. The Company has
appointed Mr. Frank I Igwealor as the Company's Chief Executive Officer, Chief
Financial Officer and Chairman of the Board of Directors effective December 31,
2019.
Mr.
Igwealor have also been elected as new director of the Company. The changes to
the board of directors of the Company will not be effective until at least ten
days after an Information Statement is mailed or delivered to all of the
Company's shareholders in compliance with Section 14(f) of the Securities
Exchange Act of 1934, as amended, and Rule 14f-1 thereunder.
The
parties were arms-length at the time of entering into the transaction. There
was no relationship between the Company and Goldstein Franklin, Inc. or any affiliate, director, officer, or associate of the
Company.
Item 5.02
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Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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On December 31, 2019, the company
announced certain officer changes that will be effective immediately. Mr. Frank
I Igwealor, JD, CPA, CMA, CFM was elected the President and Chief Executive
Officer, Chief Financial Officer, and Company Secretary of the company.
There are no arrangements or
understandings between Mr. Igwealor and any other persons pursuant to which he
was selected to serve in his new position. There are no transactions in which
Mr. Igwealor has an interest requiring disclosure pursuant to Item 404(a) of
Regulation S-K.
Mr. Igwealor will become a party to
employment agreements with the company, which will provide for a base salary,
subject to adjustment, and participation in our cash incentive plan and other
employee benefit plans. The agreements would prohibit the executives from
competing with the company for a period of 12 months after termination of
employment. The agreements may be terminated without cause by either party on
12 months’ notice, during which period the executives are entitled to full
compensation under the agreements, including payment of base salary, target
cash incentive, and continuation of benefits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
GiveMePower
Corporation
Dated:
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January
6, 2020 By:
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/s/
Frank I Igwealor
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Frank
I Igwealor, CPA, JD, CMA, CFM
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President
and CEO
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