United States securities and exchange commission logo
June 2, 2020
Frank Igwealor
Chief Executive Officer
Givemepower Corporation
370 Amapola Ave., Suite 200A
Torrance, CA 90501
Re: Givemepower
Corporation
Form 10-12G
Filed May 11, 2020
File No. 000-31006
Dear Mr. Igwealor:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Form 10-12G filed May 11, 2020
General
1. Please provide a
detailed analysis why neither the company nor its wholly-owned
subsidiary is an
investment company under Section 3(a)(1) under the Investment
Company Act given the
company's stated intention that part of its business is
"investments in
securities, warrants, bonds, or options of public and private companies in
various industries but
focusing on specialty biopharmaceutical companies" and that
currently virtually all
of its assets are in securities. We also note your statement that "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."
Accordingly, please also provide an analysis as to why the company is not
a "special situation
investment company."
Frank Igwealor
Givemepower Corporation
June 2, 2020
Page 2
2. Much of the information in the registration statement is as of
December 31, 2019. Please
update the information as of the most recent time practicable.
Business, page 4
3. Please clarify the business of your company. Specifically, we note
your disclosure that
you intend to operate a hedge fund, invest in private equity,
biopharmceuticals, and real
estate. Please also describe the mezzanine finance component of your
business plan.
Additionally, please disclose the total number of employees, including
full time
employees. See Item 101(h)(4) of Regulation S-K.
4. We note the reference to the three aftermarket auto parts retail
businesses that you state in
the risk factors section fit your investment/acquisition criteria.
Please discuss the current
status of any discussions or negotiations, including whether any
agreements have been
entered into.
Security Ownership of Certain Beneficial Owners and Management, page 38
5. Please include the beneficial ownership of Mr. Igwealor the shares
held through Goldstein
Franklin Inc. In addition, please include Ms. Ogbozor and the amount
held by officers
and directors as a group in the table. See Item 403(b) of Regulation
S-K. In addition,
please revise the percent held by Goldstein Franklin, as it appears
the percent ownership is
78% rather than 60%.
Directors and Executive Officers, page 39
6. Please briefly discuss the specific experience, qualifications,
attributes or skills that led to
the conclusion that the person should serve as a director.
Additionally, please discuss the
principal occupation and employment for the past five years, including
the name, and
principal business of any corporation or other organization. Please
also indicate any other
directorships held during the last five years for each director. See
Item 401(e) of
Regulation S-K.
Exhibits
7. Please, for exhibits incorporated by reference, include an active link
to the exhibit. See
Item 601(a)(2) of Regulation S-K.
8. Please file the $100,000 line of credit with Goldstein Franklin, Inc. as
referenced in
FirstName LastNameFrank Igwealor
footnote 5 to the financial statements. See Item 601(b)(10) of
Regulation S-K. In
Comapany NameGivemepowerdisclosure of the material terms of this line of credit
in the
addition, please include Corporation
June 2,registration 2
2020 Page statement and clarify whether the term has been extended.
FirstName LastName
Frank Igwealor
FirstName LastNameFrank Igwealor
Givemepower Corporation
Comapany NameGivemepower Corporation
June 2, 2020
Page 3
June 2, 2020 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Paul Cline at 202-551-3851 or Robert Telewicz at
202-551-3438 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Michael Killoy at 202-551-7576 or Pam Howell at 202-551-3357 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Real Estate
& Construction