United States securities and exchange commission logo
July 6, 2020
Frank Igwealor
Chief Executive Officer
Givemepower Corporation
370 Amapola Ave., Suite 200A
Torrance, CA 90501
Re: Givemepower
Corporation
Amendment No. 2 to
Form 10-12G
Filed June 25, 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.
Amendment 2 to Registration Statement on Form 10 filed June 25, 2020
General
1. We note your response
to comment 3. Please tell us how you calculated investment
securities for you and
Alpharidge Capital, LLC, your wholly owned subsidiary. In this
regard, we note that
Section 3(a)(1)(C) generally states that a company is an investment
company if it acquires
investment securities having a value exceeding 40% of the value
of its total assets
(exclusive of Government securities and cash items) on an
unconsolidated basis (
40% Test )(emphasis added).
Certain Relationships and Related Transactions
2. Please update your
related party transactions disclosure. In this regard, we note that your
total line of credit
increased to $163,201 as of March 31, 2020. Refer to Item 404(d) of
Regulation S-K.
Frank Igwealor
Givemepower Corporation
July 6, 2020
Page 2
Givemepower Corporation is Not an Investment Company Under the 1940 Act
3. We note your response to comment 4, but continue to note the reference
to Cannabinoid
Biosciences, Inc. Please clarify the relationship between your company
and Cannabinoid
Biosciences or remove the references.
Unaduited Consolidated Financial Statements for the Three Months Ended March
31, 2020
4. Given that your securities are all classified as trading securities,
please revise to clarify
what the other comprehensive income/loss presented within the equity
section on the
balance sheet represents. Clarify how your current presentation
complies with the
disclosure in Note 2 that all realized and unrealized gains and losses
on these securities are
included in the statements of operations. Also, revise the discussion
of the net loss at
March 31, 2020 to reflect your response to this comment, as
appropriate.
5. Please revise these financial statements to comply with Rule
8-03(a)(5) of Regulation S-X
as it applies to the statement of stockholders equity.
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 Jonathan Burr at 202-551-5833 or Pamela Howell at 202-551-3357 with any
other
questions.
FirstName LastNameFrank Igwealor Sincerely,
Comapany NameGivemepower Corporation
Division of
Corporation Finance
July 6, 2020 Page 2 Office of Real
Estate & Construction
FirstName LastName