10-Q: GiveMePower Q3 2025: Losses Mount Amid Fintech Ambitions

GiveMePower Corporation reported a net loss of $24,622 for the nine months ended September 30, 2025, as it continues to pursue its fintech and real estate initiatives while facing significant operational challenges and a going concern warning.

Summary

• Net loss for the three months ended September 30, 2025, was $16,334, compared to $8,870 for the same period in 2024.
• Net loss for the nine months ended September 30, 2025, was $24,622, compared to $28,005 for the same period in 2024.
• Total operating expenses for the nine months ended September 30, 2025, were $24,622, down from $28,005 in 2024.
• The company reported $0 revenue for both the three and nine months ended September 30, 2025 and 2024.
• Cash and cash equivalents stood at $4,388 as of September 30, 2025, slightly up from $4,232 at December 31, 2024.
• Accumulated deficit increased to $6,640,079 as of September 30, 2025, from $6,615,457 at December 31, 2024.
• Total liabilities increased to $292,345 as of September 30, 2025, from $267,567 at December 31, 2024.
• The company has a negative working capital of $867 as of September 30, 2025.
• Management believes current cash balances are insufficient to fund operating plans for the next twelve months and relies on advances from officers and directors.
• The company is involved in litigation with the SEC, including a Wells Notice and a formal complaint filed on November 18, 2024, alleging securities law violations against the company, its officers, and related entities.
• Material weaknesses in internal control over financial reporting persist, including lack of written documentation, insufficient segregation of duties, absence of an independent audit committee, and inadequate monitoring controls.

Sentiment

Score: 2

Explanation: The company faces severe financial distress with zero revenue, increasing accumulated deficit, negative working capital, and a going concern warning. Significant legal challenges from the SEC and persistent internal control weaknesses further compound the negative outlook, despite ambitious future plans.

Positives

• Net loss for the nine months ended September 30, 2025, decreased to $24,622 from $28,005 in the prior year period.
• Total operating expenses for the nine months ended September 30, 2025, decreased to $24,622 from $28,005 in the prior year period.
• Cash and cash equivalents slightly increased to $4,388 as of September 30, 2025, from $4,232 at December 31, 2024.
• The Caveat Emptor tag was removed from the company's OTC Market profile on May 12, 2023, following the simplification of the balance sheet by selling Alpharidge Capital LLC.

Negatives

• The company reported $0 revenue for the three and nine months ended September 30, 2025 and 2024.
• Accumulated deficit increased to $6,640,079 as of September 30, 2025.
• The company has a negative working capital of $867 as of September 30, 2025.
• Current cash balances are insufficient to fund operating plans for the next twelve months.
• The company's ability to continue as a going concern is dependent on obtaining adequate capital or achieving profitability.
• Significant related party transactions, including advances from the controlling firm and CEO, raise concerns about independence and potential conflicts of interest.
• The company has no W-2 employees, relying on one full-time CEO and three part-time unpaid staff.

Risks

• **Going Concern**: The company does not have sufficient capital to sustain its operations for the next 24 months and its ability to continue as a going concern is dependent on raising additional funds or achieving profitability.
• **COVID-19 Impacts**: Subject to risks from COVID-19's impacts on the residential real estate industry, including limitations on in-person activities, lack of consumer desire for physical home tours, and deteriorating economic conditions.
• **Competition**: Operates in a highly competitive business environment against more established private equity firms, private investors, and management companies with greater capital, name recognition, and resources.
• **Government Regulation**: While currently subject to routine corporate regulations, future regulations on business acquisition/disposition or financial services could impact operations.
• **Intellectual Property**: Currently has no patents, trademarks, or other registered intellectual property.
• **Related Party Conflicts**: The CEO and director is involved in other business activities, potentially leading to conflicts of interest in selecting business opportunities.
• **Litigation**: Involved in litigation with the SEC, including a Wells Notice and a formal complaint alleging violations of the Securities Act and Exchange Act, which could result in injunctions, civil money penalties, and officer/director bars.
• **Internal Control Weaknesses**: Material weaknesses in internal control over financial reporting, including lack of written documentation, insufficient segregation of duties, absence of an independent audit committee, and inadequate monitoring controls.
• **Capital Raising Uncertainty**: No assurance that additional funding will be available on acceptable terms or at all, and equity financing may be dilutive.

Future Outlook

The company intends to commence its Banking and financial services division upon raising sufficient capital to acquire an operating bank. It plans to become a financial technology (FINTEC) company focusing on federally licensed banks, ML/AI-enabled loan and insurance underwriting, Blockchain-based transaction processing, cryptocurrency platforms, and emerging cryptocurrency opportunities. The company also anticipates reconsidering its real estate operations with the expected recommencement of interest rate cuts in September 2025. Management intends to fund future operations through private or public equity and/or debt offerings.

Management Comments

• "We cannot provide any assurance or guarantee that we will be able to generate significant revenues."
• "Potential investors must be aware that if the Company were unable to raise additional funds through its operation and the sale of our common stock and generate sufficient revenues, any investment made into the Company could be lost in its entirety."
• "Management intends to focus on raising additional funds for the following months and quarters going forward."
• "We believe that block chain technology is one of the most suited platform to implement, run and manage a U.S. wide digitized banking services whose reach encompasses most black persons living in the United States."
• "It is our believe that Machine-Learning (ML) and Artificial intelligence (AI), lending and insurance underwriting platform would enable a superior loan product with improved economics that can be shared between consumers and lenders."
• "Mr. Igwealor, our President and CEO and Ms. Ogbozor, one of our Directors, believes that they are innocent of the violations alleged in the November 18, 2024 SEC Complaint."
• "Our ability to continue as a going concern is still dependent on us obtaining adequate capital to fund operation or maintaining consecutive quarterly profitability."

Industry Context

The company aims to address the "unbanked, underserved residents of majorly black communities across the United State" through its FINTEC and real estate initiatives. This aligns with broader trends in financial inclusion and the application of advanced technologies (ML, AI, Blockchain) to traditional banking and lending. The focus on Opportunity Zones and Affordable Housing also taps into social impact investing and government-supported development. The company acknowledges the highly competitive nature of its target industries, facing established private equity firms and management companies. Its strategy to leverage AI/ML for credit decisions aims to disrupt traditional FICO-based systems, which is a common goal among innovative fintech lenders. The mention of companies like Microstrategy, Marathon Patent Group, Overstock, Square, and Paypal entering cryptocurrency highlights the increasing mainstream adoption and exploration of crypto opportunities, which GMPW also intends to pursue.

Comparison to Industry Standards

• The company's reliance on related party loans and lack of external capital raises for operational funding is not standard for a publicly traded company seeking to acquire banks and develop advanced fintech platforms.
• The absence of W-2 employees and reliance on one full-time CEO and unpaid part-time staff is highly unusual for a company with such ambitious goals, especially compared to established fintech or real estate firms.
• The stated goal of acquiring a "one-to-four branch federally licensed bank" in each jurisdiction is a specific niche, but the capital required (proposed $10 million offering) is relatively small for such an acquisition in the banking sector.
• The company's plan to leverage ML-AI models for lending aims to improve upon traditional FICO-based systems, which is a common goal among innovative fintech lenders, but GMPW lacks the established infrastructure and capital of these players.
• The 5% interest rate on the $2.2 million mortgage loan made by Alpharidge to Frank and Patience Igwealor in November 2021 was higher than the prevailing fixed mortgage rate of 3.10% on November 18, 2021, indicating a related-party transaction with terms favorable to the subsidiary at the time.

Corporate Governance

Legal Proceedings

• The company received a Wells Notice on July 1, 2024, from the SEC staff, indicating a preliminary determination to recommend an enforcement action.
• The proposed action would allege violations of Securities Act Sections 17(a)(1), (a)(2), (a)(3); and Securities Exchange Act Section 10(b) and Rules 10b-5(a), (b), (c) thereunder; and Exchange Act Sections 13(a) and 13(k) and Rules 12b-20 and 13a-1 thereunder.
• The SEC's recommendation may involve a civil injunctive action and seek remedies including an injunction and civil money penalties.
• On November 18, 2024, the SEC filed a formal complaint in the Central District of California against Givemepower Corporation (GMPW), Frank Igwealor (President and CEO), Patience Ogbozor (Director), and related entities (Alpharidge Capital LLC, American Community Capital, LP, Los Angeles Community Capital, Kid Castle Educational Corporation, and Video River Networks, Inc.).
• The lawsuit seeks various injunctions, including an officer and director bar and a penny stock bar against Igwealor and Ogbozor.
• Mr. Igwealor and Ms. Ogbozor believe they are innocent and have retained experienced attorneys to defend against the complaint.

Related Party Transactions

• The company's controlling firm and significant stockholder advanced $283,592 as of September 30, 2025 ($262,113 as of December 31, 2024) for working capital. These advances are non-interest bearing and payable on demand.
• A line of credit agreement for $41,200 (amended to $190,000 with maturity September 14, 2025) with Goldstein Franklin, Inc., owned and operated by Frank I. Igwealor (CEO). The balance was $0 as of September 30, 2025.
• A line of credit agreement for $1,500,000 with Los Angeles Community Capital, owned and operated by Frank I. Igwealor (CEO), with maturity May 4, 2025. The company had drawn $262,113 as of September 30, 2025.
• In 2020, Alpharidge (then a subsidiary) entered a proprietary model licensing agreement with Los Angeles Community Capital, accruing $4,747,906 in long-term liability by December 30, 2021.
• On October 12, 2021, Alpharidge made a $200,000 long-term loan to Community Economic Development Capital, LLC (CEDC), controlled by Frank I. Igwealor.
• On November 12, 2021, Alpharidge made a $2.2 million mortgage loan to Frank and Patience Igwealor to purchase real estate, with a 5% interest rate (higher than prevailing rates).
• On December 30, 2021, Alpharidge made a $314,000 mortgage loan to Community Economic Development Capital, LLC, controlled by Frank I. Igwealor.
• On December 30, 2021, GMPW repurchased 1,000,000 preferred shares from Kid Castle Educational Corporation (KDCE) in exchange for Alpharidge Capital LLC. All entities involved were controlled by officers and directors.
• On January 12, 2024, the company sold Alpharidge Capital LLC to American Community Capital, LP, controlled by Frank I. Igwealor, for $1,560,992 payable in monthly installments.
• The company shares a leased office space with two other affiliated organizations controlled by its principal shareholder, with shared rent between $650 and $850 per month.

Stakeholder Impact

• **Shareholders**: Significant risk of investment loss due to going concern issues, zero revenue, increasing deficit, and ongoing SEC litigation. Potential for dilution from future capital raises.
• **Employees**: Currently relies on one full-time CEO and three unpaid part-time staff, indicating limited employment opportunities and potential instability. Future hiring plans are contingent on securing financing.
• **Customers**: The company's ambitious plans for FINTEC and real estate services targeting black communities are currently unfunded and unproven, meaning no immediate impact on potential customers.
• **Creditors**: Primarily related parties (officers and directors) who have advanced funds. Their ability to recover these funds is at risk given the company's financial state.
• **Regulatory Authorities**: The SEC litigation indicates significant regulatory scrutiny and potential penalties, including officer/director bars, which could severely impact the company's ability to operate.

Next Steps

• Raise additional funds through private or public equity and/or debt offerings.
• Acquire an operating bank to commence the Banking and financial services division.
• Launch a cloud-based machine learning and artificial intelligence lending platform.
• Acquire or build a Blockchain-Powered Digital Currency Payment and Financial Transactions Processing platform (Blackchain).
• Evaluate and consider investments into potentially viable cryptocurrency opportunities.
• Reconsider restarting real estate operations with anticipated interest rate cuts in September 2025.
• Establish an audit committee of the Board of Directors.
• Hire a full-time Chief Financial Officer.
• Add experienced accounting and financial personnel.
• Retain third-party consultants to review internal controls and recommend improvements.
• Formalize employment contracts for current staff and hire additional employees/consultants as financial resources become available.
• Attorneys are working on an appropriate response to the SEC Wells Notice and defending against the formal complaint.

Key Dates

Recommendation

The company presents an extremely high-risk profile with zero revenue, a growing accumulated deficit, and a stated inability to fund operations for the next 12 months without external capital. The explicit "going concern" warning, coupled with ongoing SEC litigation alleging securities law violations against the company and its management, creates an untenable investment scenario. Furthermore, persistent material weaknesses in internal controls and heavy reliance on related-party financing underscore severe governance and operational deficiencies. Despite ambitious future plans in fintech and real estate, the current financial and legal realities make the stock a strong sell, as the risk of total capital loss is substantial.

Keywords

Fintech, Real Estate, SEC Filing, 10-Q, GiveMePower Corporation, GMPW, Financial Services, Opportunity Zones, Affordable Housing, Blockchain, AI Lending, Cryptocurrency, Going Concern, Related Party Transactions, SEC Litigation, Internal Controls, Microcap