This report contains certain forward-looking statements and information relating to us that are based on the beliefs and assumptions made by our management as well as information currently available to the management. When used in this document, the words "anticipate," "believe," "estimate," "expect," and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties, and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, or expected.
You should read the following discussion of our financial condition and results of operations together with the audited consolidated financial statements and notes to the financial statements included elsewhere in this Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed under "Item 1A. Risk Factors" and other sections in this Annual Report.
General
The following discussion highlights
--------------------------------------------------------------------------------
As at the date of this filing, the Company does not currently, nor does it intend, in the future to, maintain an ownership interest in any cannabis growing, marijuana dispensaries or production facilities. The Company only targets businesses that are focused on Hemp-based CBD products, which are "Farm Bill" compliant. The Company does not grow, process, own, handle, transport, or sell cannabis or marijuana as the Company is organized and directed to operate strictly in accordance with all applicable state and federal laws. A "Farm Bill" compliant business is one that strictly cultivates and utilizes "hemp" as specified by the Bill.
Basis of Presentation
The audited financial statements for our fiscal years ended
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries, in which the Company has a controlling voting interest and entities consolidated under the variable interest entities ("VIE") provisions of ASC 810, "Consolidation" ("ASC 810"). Inter-company balances and transactions have been eliminated upon consolidation.
ASC 810 requires that the investor with the controlling financial interest
should consolidate the investee/affiliate. ASC 810-10 requires that an equity
interest investor consolidates a VIE when it retains an investment in the
entity, is considered a variable interest investor in the entity, and is the
primary beneficiary of the entity. An investor in a VIE is a "variable interest
beneficiary" when, per an arrangement's governing documents, the investor will
absorb a portion of the VIE's expected losses or will receive a portion of the
entity's "residual returns." The variable interest beneficiary retaining a
controlling financial interest in the VIE is designated as its "primary
beneficiary" and must consolidate the VIE. A variable interest beneficiary
retains a "controlling financial interest" in a VIE when that beneficiary
retains the power to direct the activities of the VIE that have the greatest
influence over the VIE's economic performance and retains an obligation to
absorb the VIE's significant losses or the right to receive benefits from the
VIE that could potentially be significant to the VIE. Based on the ASC 810 test
above,
Because GiveMePower Corporation is 88% controlled by
Overview Corporate History
On
--------------------------------------------------------------------------------
Following the share sales to
Furthermore, on
The current structure of the Company resulted from a purchase of voting control
of the Company by
After the closing of the transaction,
We used the acquisition of method of accounting for acquisition of subsidiaries
by the Group method to account for the purchase of
Strategy
The acquisition of control by the shareholders of
The Company ("CBDZ and KDCE" or "KDCE" or "CBDZ") seeks to make and sell CBD
products across
Plan of Operations for the Next Twelve Months
--------------------------------------------------------------------------------
Kid Castle will need approximately
We intend to implement the following tasks within the next twelve months:
1. Month 1-3: Phase 1 (1-3 months in duration;$600,000 to$1 million in estimated fund receipt) a. Hire the 2 biologist/scientists, Henry and Leke, hire 1 bookkeepers, business development manager and officer manager to implement our business plan. b. Acquire and consolidate stakes in the operations of at least two select biopharma businesses. 2. Month 3-6 Phase 2 (1-3 months in duration; cost control, process improvements, admin & management.). a. Integrate acquired business into the Company's model - consolidate the operations of the businesses including integration of their accounting and finance systems, synchronization of their operating systems, and harmonization of their human resources functions. b. Complete and file quarterly reports and other required filings for the quarter 3. Month 6-9: Phase 3 (1-3 months in duration;$600,000 to$900,000 in estimated fund receipt) a. Identify and acquire complementary/similar businesses or assets in the target market 4. Month 9-12: Phase 4 (1-3 months duration; use acquired businesses' free cash flow for more acquisitions) a. Run the businesses efficiently, giving employees a conducive and friendly workplace and add value to investors and shareholders by identifying and reducing excesses and also identifying and executing growth strategies b. Acquire more businesses that are below their book-value or undervalued businesses, restructure the businesses, and sell the businesses for profit or hold them for cash flow. 5. Operating expenses during the twelve months would be as follows: a. For the six months throughFebruary 28, 2022 , we anticipate to incur general and other operating expenses of$388,000 . b. For the six months throughAugust 31, 2021 we anticipate to incur additional general and other operating expenses of$378,000 .
The execution of our current plan of operations requires us to raise significant additional capital immediately. If we are successful in raising capital through the sale of shares or borrowing, we believe that the Company will have sufficient cash resources to fund its plan of operations for the next twelve months.
If we are unable to do so, our ability to continue as a going concern will be in jeopardy, likely causing us to curtail and possibly cease operations.
We continually evaluate our plan of operations discussed above to determine the manner in which we can most effectively utilize our limited cash resources. The timing of completion of any aspect of our plan of operations is highly dependent upon the availability of cash to implement that aspect of the plan and other factors beyond our control. There is no assurance that we will successfully obtain the required capital or revenues, or, if obtained, that the amounts will be sufficient to fund our ongoing operations. The inability to secure additional capital would have a material adverse effect on us, including the possibility that we would have to sell or forego a portion or all of our assets or cease operations. If we discontinue our operations, we will not have sufficient funds to pay any amounts to our stockholders.
Even if we raise additional capital in the near future, if our current business plan is not successfully executed, our ability to fund our biopharmaceutical research and development, or our financial product deployment and services efforts would likely be seriously impaired. The ability of a biopharmaceutical research and development business and continuing operations is conditioned upon moving the development of products and services toward commercialization. If in the future we are not able to demonstrate adequate progress in the development and commercialization of our product, we will not be able to raise the capital we need to continue our business operations and business activities, and we will likely not have sufficient liquidity or cash resources to continue operating.
--------------------------------------------------------------------------------
Because our working capital requirements depend upon numerous factors there can be no assurance that our current cash resources will be sufficient to fund our operations. At present, we have no committed external sources of capital, and do not expect any significant product revenues for the foreseeable future. Thus, we will require immediate additional financing to fund future operations. There can be no assurance, however, that we will be able to obtain funds on acceptable terms, if at all.
MERGERS AND ACQUISITION Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries, in which the Company has a controlling voting interest and entities consolidated under the variable interest entities ("VIE") provisions of ASC 810, "Consolidation" ("ASC 810"). Inter-company balances and transactions have been eliminated upon consolidation.
On
Critical Accounting Policies, Estimates and New Accounting Pronouncements
Management's discussion and analysis of its financial condition and plan of
operations is based upon our financial statements, which have been prepared in
accordance with accounting principles generally accepted in
Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the accompanying financial
statements, we had limited/insignificant cash flows from operations for the
twelve months ended
Recently Adopted Accounting Standards
Leases
--------------------------------------------------------------------------------
In
In considering its qualitative disclosure obligations under ASC 842-20-50-3, the Company determined that it has no leases subject to treatment under ASC 842-20-50-3.
The adoption of this guidance resulted in no significant impact to our results of operations or cash flows.
Revenue Recognition
For annual reporting periods after
Income Taxes
We recognize deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or
tax returns in accordance with applicable accounting guidance for accounting for
income taxes, using currently enacted tax rates in effect for the year in which
the differences are expected to reverse. We record a valuation allowance when
necessary to reduce deferred tax assets to the amount expected to be realized.
For the year ended
Loss Contingencies
Consistent with ASC 450-20-50-1C, if the Company determines that there is a reasonable possibility that a material loss may have been incurred, or is reasonably estimable, regardless of whether the Company accrued for such a loss (or any portion of that loss), the Company will confer with its legal counsel, consistent with ASC 450. If the material loss is determinable or reasonably estimable, the Company will record it in its accounts and as a liability on the balance sheet. If the Company determines that such an estimate cannot be made, the Company's policy is to disclose a demonstration of its attempt to estimate the loss or range of losses before concluding that an estimate cannot be made, and to disclose it in the notes to the financial statements under Contingent Liabilities.
Net Income (Loss) Per Common Share
We report net income (loss) per common share in accordance with ASC 260, "Earnings per Share." This statement requires dual presentation of basic and diluted earnings with a reconciliation of the numerator and denominator of the earnings per share computations. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period and excludes the effects of any potentially dilutive securities. Diluted net income (loss) per share gives effect to any dilutive potential common stock outstanding during the period. The computation does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings.
Related Party Transactions
--------------------------------------------------------------------------------
We follow ASC subtopic 850-10, "Related Party Transactions," for the identification of related parties and disclosure of related party transactions.
Pursuant to ASC 850-10-20, related parties include: a) affiliates of the
Material related party transactions are required to be disclosed in the financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Revenue, Assets and Liabilities of Consolidated Subsidiary and Financial Statement Relationship
GiveMePower Corporation is 88% owned and controlled by
Results of Operations
Comparison of Fiscal Years 2020 and 2019
Our financial statements are prepared using accounting principles generally
accepted in
Revenues - The Company recorded
Operating Expenses - Our general and administrative expenses were
Net Loss - The Company recorded net loss of
Accumulated Deficit - As at
--------------------------------------------------------------------------------
Liquidity and Capital Resources
Cash and Cash Equivalent - As at
Other Current Assets - Inventory and Receivables - As at
Other Assets - Investments and Real Estate - As at
Related parties liabilities - As at
We anticipate that our cash position is not sufficient to fund current operations. We have limited lending relationships with commercial banks and are dependent upon the completion of one or more financings or equity raises to fund our continuing operations. We anticipate that we will seek additional capital through debt or equity financings. While we are aggressively pursuing financing, there can be no assurance that we will be successful in our capital raising efforts. Any additional equity financing may result in substantial dilution to our stockholders.
Since 2019, all of our operations have been financed through advances from a
company controlled by our president and CEO. As of
Our financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. Our ability to continue as a going concern is dependent upon our ability to raise additional debt or equity funding to meet our ongoing operating expenses and ultimately in merging with another entity with experienced management and profitable operations. No assurances can be given that we will be successful in achieving these objectives.
We have not established revenue generating operations and will be dependent upon obtaining financing to pursue any future extensive acquisitions and activities. The revenues, if any, generated from our operations or acquisitions may not be sufficient to fund our operations or planned growth. We will require additional capital to continue to operate our business, and to further expand our business. Sources of additional capital through various financing transactions or arrangements with third parties may include equity or debt financing, bank loans or revolving credit facilities. We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means.
We will now be obligated to file annual, quarterly and current reports with the
Off-Balance Sheet Arrangements
--------------------------------------------------------------------------------
As of
Contractual Obligations Not applicable.
© Edgar Online, source