SEC v. FRANK IGWEALOR; PATIENCE OGBOZOR; ALPHARIDGE CAPITAL, LLC; AMERICAN COMMUNITY CAPITAL, LP; GIVEMEPOWER, INC.; KID CASTLE EDUCATIONAL CORPORATION, et al., No. 2:24-cv-09941, Central District of California (Nov. 19, 2024) — Complaint

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ABIGAIL ROSEN (NY Bar No. 4397048)
THOMAS W. PEIRCE (NJ Bar No. 005122001)
100 Pearl Street, Suite 20-100
New York, NY 10004-2616
Email: [email protected]
Telephone: (212) 336-0473 (Rosen)

LOCAL COUNSEL:
JASMINE STARR (Cal. Bar. No. 259473)
444 S. Flower Street, Suite 900
Los Angeles, CA 90071
Email: [email protected]
Telephone: (323) 965-3 998
Facsimile: (213) 443-1904

Attorneys for Plaintiff
Securities and Exchange Commission

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA

SECURITIES AND EXCHANGE
COMMISSION,
                       Plaintiff,
        vs.

FRANK IGWEALOR, PATIENCE
OGBOZOR, ALPHARIDGE CAPITAL,
LLC, AMERICAN COMMUNITY
CAPITAL, LP, GIVEMEPOWER, INC.,
KID CASTLE EDUCATIONAL
CORPORATION, LOS ANGELES
COMMUNITY CAPITAL, and VIDEO
RIVER NETWORKS, INC.,

                        Defendants.

Case No.  2:24-cv-09941

COMPLAINT

DEMAND FOR JURY TRIAL

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Plaintiff Securities and Exchange Commission (“Commission” or “SEC”), for
its Complaint against Defendants Frank Igwealor (“Igwealor”), Patience Ogbozor
(“Ogbozor”), Alpharidge Capital, LLC (“Alpharidge”), American Community
Capital, LP (“American Community Capital”), GiveMePower, Inc.
(“GiveMePower”), Kid Castle Educational Corporation (“Kid Castle”), Los Angeles
Community Capital (“LA Community Capital”), and Video River Networks, Inc.
(“Video River Networks”), (collectively, “the Defendants”), alleges as follows:
SUMMARY
1. From at least June 2021 to the present Defendant Igwealor engaged in a
scheme to 1) obtain control of publicly-traded penny stock companies; 2)
misappropriate funds from one such company for the purchase of a home; and 3)
enrich himself through unlawful sales of stock in some of those companies. Igwealor
also made materially false statements to his broker and in filings with the
Commission, in furtherance of these unlawful acts. Each of the remaining Defendants
participated in certain of these acts.
2. In November 2021, Igwealor and Defendant Ogbozor, Igwealor’s
spouse, misappropriated over $2.2 million from Defendant Alpharidge, a subsidiary
of Defendant GiveMePower, a publicly-traded company that they controlled. They
used the $2.2 million to purchase their personal residence in Playa del Rey, California
and then papered the transaction by having Defendant Alpharidge issue them a $2.2
million mortgage. Under the terms of the mortgage, no payments of principal or
interest were due until 2031. In violation of federal securities laws, the mortgage was
not disclosed in Defendant GiveMePower’s annual report filed with the Commission.
3. Igwealor then orchestrated sham transactions involving Defendants Kid
Castle and Video River Networks, two other publicly-traded companies under his
control, and Defendant LA    Community Capital, a non-public entity controlled by
Igwealor, to obfuscate the original misappropriation, and avoid repayment.

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4. In addition, from at least July 2021 through February 2022, Igwealor
sold hundreds of millions of shares of three penny stock issuers he controlled, far in
excess of volume limitations for stock sales by affiliates under federal securities laws.
Igwealor sold the shares through accounts in his name and in the names of
Defendants Alpharidge and American Community Capital, private companies he
controlled, all through accounts which he controlled. In connection with the unlawful
sale of stock of one issuer, Igwealor made fraudulent misrepresentations to his
broker-dealer falsely disclaiming his control of that issuer.
VIOLATIONS
5. By virtue of the foregoing conduct and as alleged further herein,
Defendant Igwealor violated: Sections 5(a) and 5(c) [15 U.S.C. §§ 77e(a) and 77e(c)]
and Sections 17(a)(1), 17(a)(2) and 17(a)(3) [15 U.S.C. §§ 77q(a)(1), 77q(a)(2) and
77q(a)(3)] of the Securities Act of 1933 (“Securities Act”); Section 10(b) of the
Securities Exchange Act of 1934 (“Exchange Act”) and Rules 10b-5(a), (b) and (c)
thereunder [15 U.S.C. § 78j(b) and 17 C.F.R. §§ 240.10b-5(a), 10b-5(b) and 10b-5 (c)
thereunder];  and aided and abetted violations of Exchange Act Sections13(a) and
13(k) and Rules 12b-20 and 13a-1 thereunder [15 U.S.C. §§ 78m(a) and 15 U.S.C. §
78m(k) and 17 C.F.R. § 240.12b-20 and 17 C.F.R. § 240.13a-1 thereunder].
6. By virtue of the foregoing conduct and as alleged further herein,
Defendant Ogbozor violated Securities Act Section 17(a)(3) [15 U.S.C. §§ 77q(a)(3)]
and aided and abetted violations of Exchange Act Section 13(k) [15 U.S.C. §
78m(k)].
7. By virtue of the foregoing conduct and as alleged further herein,
Defendant Alpharidge violated Securities Act Sections 5(a) and 5(c)[15 U.S.C. §§
77e(a) and 77e(c)] and Exchange Act Section 10(b) and Rules 10b-5(a), and (c)
thereunder [15 U.S.C. § 78j(b) and 17 C.F.R. §§ 240.10b-5(a) and 10b-5 (c)].

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8. By virtue of the foregoing conduct and as alleged further herein,
Defendant American Community Capital violated Securities Act Sections 5(a) and
5(c) [15 U.S.C. §§ 77e(a) and 77e(c)].
9. By virtue of the foregoing conduct and as alleged further herein,
Defendant GiveMePower violated Securities Act Sections 17(a)(1) and 17(a)(3) [15
U.S.C. §§ 77q(a)(1) and 77q(a)(3)] and Exchange Act Sections 10(b), 13(a) and 13(k)
and Rules 10b-5, 12b-20 and 13a-1 thereunder [15 U.S.C. § 78j(b), 78m(a) and
78(m)(k) and 17 C.F.R. §§ 240.10b-5(a),(b) and (c) and 13a-1 thereunder].
10. By virtue of the foregoing conduct and as alleged further herein,
Defendants Kid Castle and Video River Networks violated Exchange Act Sections
10(b), 13(a) and 13(k) and Rules 10b-5, 12b-20 and 13a-1 thereunder [15 U.S.C. §
78j(b), 78m(a) and 78(m)(k) and 17 C.F.R. §§ 240.10b-5(a),(b) and (c) and 13a-1
thereunder].
11. By virtue of the foregoing conduct and as alleged further herein,
Defendant LA Community Capital violated Exchange Act Section 10(b) and Rule
10b-5 thereunder [15 U.S.C. § 78j(b) and 17 C.F.R. §§ 240.10b-5(a) and (c)
thereunder].
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
12. The Commission brings this action pursuant to the authority conferred
upon it by Securities Act Section 20(b) [15 U.S.C. § 77t(b)] and Exchange Act
Sections 21(d)(1) and 21(d)(5) [15 U.S.C. §§ 78u(d)(1) and 78u(d)(5)].
13. The Commission seeks a final judgment: (a) permanently enjoining
Defendants from violating the federal securities laws and rules that this Complaint
alleges they have violated; (b) ordering Defendants Igwealor, Ogbozor, Alpharidge,
American Community Capital and LA Community Capital to each disgorge all ill-
gotten gains they each received as a result of the violations alleged herein and to pay
prejudgment interest thereon, pursuant to Exchange Act Sections 21(d)(3), 21(d)(5),
and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; (c) ordering

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Defendants to pay civil money penalties pursuant to Securities Act Section 20(d) [15
U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; (d)
prohibiting Igwealor and Ogbozor from serving as an officer or director of any
company that has a class of securities registered under Exchange Act Section 12 [15
U.S.C. § 78l] or that is required to file reports under Exchange Act Section 15(d) [15
U.S.C. § 78o(d)], pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and
Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; (e) prohibiting Igwealor,
Alpharidge and American Community Capital from participating in any offering of a
penny stock, including engaging in activities with a broker, dealer, or issuer for
purposes of issuing, trading, or inducing or attempting to induce the purchase or sale
of any penny stock, under Exchange Act Section 21(d)(6) [15 U.S.C. § 78u(d)(6)];
and (f) ordering any other and further relief the Court may deem just and proper.
JURISDICTION AND VENUE
14. This Court has jurisdiction over this action pursuant to  Securities Act
Section   22(a) [15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].
15. Defendants, directly or indirectly, made use of the means or
instrumentalities  of interstate commerce or of the mails in connection with the
transactions, acts, practices, and courses of business alleged herein.
16. Venue lies in the Central District of California (the “District”) under
Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15
U.S.C. § 78aa]. Defendants transacted business in the District, and certain of the acts,
practices, transactions, and courses of business alleged in this Complaint occurred
within the District. Among other things, Defendants Igwealor and Ogbozor purchased
real property in the District using proceeds from their scheme.
DEFENDANTS
17. Igwealor, age 53, resides in Playa Del Rey, California. He is an active
member of the California bar since March 2021;  a California-licensed CPA;  and an
investment adviser with, and President and CEO of, Goldstein Franklin, Inc.

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(“Goldstein Franklin”), an investment adviser registered with California. He is the
control person for multiple issuers whose common stock is quoted and traded on
OTC Link, an inter-dealer quotation system operated by OTC Markets Group, Inc.
that allows broker-dealers to buy and sell over-the-counter securities (“OTC
Issuers”).
18. Ogbozor, age 39, resides in Playa Del Rey, California. She is married to
Igwealor. At relevant times, she was a   director of at least three OTC Issuers
controlled by Igwealor.
19. Alpharidge is a California limited liability company headquartered in
Torrance, California. From about December 31, 2020 through December 30, 2021, it
was a subsidiary of GiveMePower. At that point, it became a direct subsidiary of Kid
Castle and an indirect subsidiary of Video River Networks. On January 12, 2024,
Kid Castle sold Alpharidge to American Community Capital.  Alpharidge acquires
OTC Issuers, typically by obtaining custodianship under Nevada state law, and
trades in the stock of companies in Igwealor’s portfolio, including those acquired
through the Nevada custodianship process. Igwealor was the CEO and sole
employee of Alpharidge at all relevant times.
20.  American Community Capital is a limited partnership headquartered in
Los Angeles, California. LA Community Capital and Goldstein Franklin are its
General Partners.
21. GiveMePower is a Nevada-registered corporation headquartered in
Torrance, California. Its common stock is quoted and traded on OTC Link under the
ticker symbol GMPW, and registered with the Commission pursuant to Section
12(g) of the Exchange Act. Igwealor is the company’s CEO and CFO and Ogbozor
is a director. GiveMePower was a subsidiary of Kid Castle until December 30, 2021
when GiveMePower sold its subsidiary Alpharidge to Kid Castle in exchange for
Kid Castle’s ownership stake in GiveMePower.

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22.  Kid Castle is a Delaware-registered corporation headquartered in
Torrance, California. Its common stock is quoted and traded on OTC Link under the
ticker symbol KDCE, and registered with the Commission pursuant to Section 12(g)
of the Exchange Act. Igwealor is the company’s Chairman, a director, CEO and
CFO. Ogbozor was a director until at least December 2023.
23. LA Community Capital is a California-registered corporation
headquartered in Los Angeles, California. Igwealor is the CEO, Secretary, CFO, and
agent for the service of process. Its   2021 and 2022 tax returns show annual revenue
of $1,000 and that it claims Public Charity Status.
24. Video River Networks is a Nevada-registered corporation
headquartered in Torrance, California. Its common stock is quoted and traded on
OTC Link under the ticker symbol NIHK, registered with the Commission pursuant
to Section 12(g) of the Exchange Act. Igwealor is the company’s President, CEO and
CFO. Ogbozor was a director until at least December 2023.
FACTS
The Misappropriation of $2.2 Million by Igwealor and Ogbozor for the
Purchase of Their Home
25. In about November 2021, Igwealor and Ogbozor purchased a home in
Playa del Rey, California.
26. Instead of obtaining a mortgage from a financial institution, Igwealor
and Ogbozor took just over $2.2 million from Alpharidge, a company that Igwealor
controlled.
27. At the time that Igwealor and Ogbozor took these funds, Alpharidge was
a   wholly-owned subsidiary of GiveMePower, a public company.
28. In addition, Igwealor was the CEO and Ogbozor was a director of
GiveMePower.

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29. Specifically, Igwealor and Ogbozor both signed a deed of trust, dated
November 22, 2021, which conveyed the home to them and reflected that Alpharidge
was the holder of a $2.2 million mortgage on the property.
30. The next day, Igwealor wired just over $2.2 million from Alpharidge to
an escrow agent for the purchase of the property.
31. Igwealor was the sole signatory for Alpharidge’s bank accounts, which
immediately prior to the November 23, 2021 wire for the purchase of Igwealor’s and
Ogbozor’s home, held about $4.3 million.
32. That same day, Igwealor and Ogbozor signed a document which
memorialized the $2.2 million mortgage from Alpharidge (the “Alpharidge Mortgage
Note”).
33. The Alpharidge Mortgage Note set a 5% annual interest rate and did not
require payment of principal or interest until the maturity date of November 23, 2031.
34. Igwealor and Ogbozor have not made any payments on the Alpharidge
Mortgage Note.
Igwealor’s Concealment of the Alpharidge Mortgage Note and Transfer of
the Note from GiveMePower to Kid Castle
35. On December 30, 2021, GiveMePower sold Alpharidge (including the
Alpharidge Mortgage Note) to Kid Castle, a subsidiary of Video River Networks. All
of these entities were at all relevant times controlled by Igwealor.
36. The sale of Alpharidge was a cashless transaction whereby Kid Castle
gave its 87% controlling interest in GiveMePower to GiveMePower in exchange for
Alpharidge.
37. On April 15, 2022, GiveMePower filed its annual report on Form 10-K
with the Commission (the “2021 GiveMePower Form 10-K”). Igwealor signed the
2021 GiveMePower Form 10-K as GiveMePower’s President, CEO, CFO, Principal
Executive Officer, Treasurer, Principal Accounting Officer, Principal Financial
Officer, Director and Secretary. Ogbozor signed as a Director.

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38. Igwealor and Ogbozor also signed certifications pursuant to Section
302(A) of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Certifications”), which
among other things, certified that they had “reviewed this annual report on Form 10-
K of GiveMePower Corporation” and that the report “does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report.”
39. The 2021 GiveMePower Form 10-K represented that the company’s
financial statements had been prepared in accordance with Generally Accepted
Accounting Principles (“GAAP”), that GiveMePower “did not make any share award
to the entities and persons in transactions that would be classified as related parties’
transactions,” and, after listing three related party transactions not including the
mortgage, indicated that “[t]here have been no other related party transactions, or any
other transactions or relationships required to be disclosed pursuant to Item 404 of
Regulation S-K.”
40. According to GAAP (Accounting Standards Codification 850), a related
party is a person or entity that is related to the reporting entity. This includes
individuals with control, joint control, or significant influence over the entity; close
family members of those individuals; and entities under common control or joint
control.  The GiveMePower Form 10-K listed Frank Igwealor as a related party.
41. Item 404(a) generally requires a description of transactions since the
beginning of the registrant’s last fiscal year in excess of $120,000 in which the
registrant was a participant and any “related person had or will have a direct or
indirect material interest.”
42. Notwithstanding the representations in the 2021 GiveMePower Form 10-
K, that the financial statements had been prepared in accordance with GAAP and
Item 404 of Regulation S-K, the filing did not mention the mortgage given to
Igwealor and Ogbozor pursuant to the Alpharidge Mortgage Note, nor did it mention

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the sale of the Alpharidge Mortgage Note in connection with its description of the
sale of Alpharidge, which were related party transactions under GAAP and Item 404
of Regulation S-K.
43. The granting of the mortgage under the Alpharidge Mortgage Note and
the sale of the Alpharidge Mortgage Note were related party transactions because,
during the relevant time-period, Alpharidge, GiveMePower, and the mortgagee were
all under Igwealor’s control.
44. The consolidated balance sheet for 2021, contained in the 2021
GiveMePower Form 10-K, reported assets of $647,575 as of December 31, 2021,
after the issuance of the mortgage, indicating that the approximate $2.2 million taken
by Igwealor and Ogbozor had been a material portion of the company’s overall assets.
45. The failure to disclose the Alpharidge Mortgage Note was also a material
omission by GiveMePower because a reasonable investor would want to know that
the company’s officers had received a substantial and illegal personal loan from the
issuer.
46. Igwealor knew, recklessly disregarded, or should have known, that the
Alpharidge Mortgage Note and the sale of the note were required disclosures, at the
time that he signed and filed the 2021 GiveMePower Form 10-K.
Igwealor’s Transfer of the Alpharidge Mortgage Note from GiveMePower
to LA Community Capital
47. A year after the transfer of Alpharidge, including the Alpharidge
Mortgage Note, from GiveMePower to Kid Castle, Igwealor caused Alpharidge to
transfer the Alpharidge Mortgage Note to LA Community Capital, a private non-
profit corporation controlled by Igwealor, in a purported swap transaction.
48. Igwealor signed and executed an agreement transferring the Alpharidge
Mortgage Note and nine other notes to LA Community Capital for “long term debt
owed to” LA Community Capital and its affiliates (the “Purported LACC Debt”)

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(collectively, the “Swap Agreement”) on behalf of both Alpharidge and LA
Community Capital.
49. According to the Swap Agreement, as of December 30, 2022, the
Alpharidge Mortgage Note had a “face amount of $2.2 million and accrued interest
total of $0.11 million” and the additional notes had a “total face value of $3.5
million.”
50. The Purported LACC Debt was a fiction. The Swap Agreement provides
no information as to the source or amount of the Purported LACC Debt. LA
Community Capital’s tax filings for 2021 and 2022 reported no debt owed to it.
Moreover, Igwealor provided the Commission with no evidence of the Purported
LACC Debt in response to a subpoena calling for such documents.
51. On April 18, 2023, Kid Castle and Video River Networks each filed with
the Commission an annual report on Form 10-K for the year ending December 31,
2022 (the “2022 Kid Castle Form 10-K” and “2022 Video River Networks Form 10-
K,” respectively). Igwealor signed both filings and the Sarbanes-Oxley Certifications
which were attached to the filings.
52. The 2022 Kid Castle Form 10-K and the 2022 Video River Networks
Form 10-K disclosed the Swap Agreement but, like the Swap Agreement itself, did
not disclose any meaningful detail about the Purported LACC Debt.
53. Thus, the representations in the 2022 Kid Castle Form 10-K and 2022
Video River Networks Form 10-K that the Alpharidge Mortgage Note and nine other
notes had been swapped for debt were materially false and misleading.
54. These statements were materially false and misleading because LA
Community Capital did not have long-term debt to exchange in connection with the
Swap Agreement. As a result, Kid Castle and Video River Networks did not receive
anything of value in exchange for the notes.
55. These statements were also materially misleading because they failed to
disclose that the purpose of the Swap Agreement was to allow Igwealor and Ogbozor

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to avoid repaying the mortgage. By transferring the Alpharidge Mortgage Note to LA
Community Capital, Igwealor, in effect, made himself both mortgagee and mortgagor.
56. A reasonable investor of Kid Castle or Video River Networks would
have wanted to know that an asset of $2.2 million was given away in a sham
transaction in exchange for nothing of value, for the benefit of an officer and director
of the company.
57. Igwealor knew, recklessly disregarded, or should have known, that
disclosures about the Swap Agreement in the 2022 Kid Castle Form 10-K and the
2022 Video River Networks Form 10-K were false and misleading.
The Illegal Stock Sales by Igwealor, Alpharidge and American Community
Capital
58. Between July 16, 2021 and February 28, 2022, Igwealor, Alpharidge,
and American Community Capital (together, the “Section 5 Defendants”) sold
hundreds of millions of shares of three OTC Issuers controlled by Igwealor:
International Star, Inc. (“International Star”), JPX Global, Inc. (“JPX Global”) and
Tonner-One World Holdings, Inc. (“Tonner”) (collectively, the “Section 5 Issuers”).
59. The Section 5 Defendants’ total profits from these illegal stock sales was
approximately $6 million.
60. Under Securities Act Section 5 [15 U.S.C. § 77e] and Rule 144 [17
C.F.R. §240.144], in the absence of an exemption, affiliates of an issuer are subject to
limitations on the amount of shares of that issuer that they may sell. There was no
Section 5 exemption applicable to the Section 5 Defendants.
61. For securities not traded on a national securities exchange, Rule 144(e)
sets volume limitations for stock sales by affiliates, in which the amount of securities
sold by an affiliate during a three-month period may not exceed 1% of the shares
outstanding. These limitations remain applicable for 90 days after the person is no
longer an affiliate.

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62. The securities of the Section 5 Issuers were not traded on a national
securities exchange.
63. Rule 144(a)(1) defines an “affiliate of an issuer” as a person that
“directly, or indirectly through one or more intermediaries, controls, or is controlled
by, or is under common control with, such issuer.”
64. Rule 144(e)(3) provides that for purposes of applying the volume
limitation, “[w]hen two or more affiliates or other persons agree to act in concert for
the purpose of selling securities of an issuer, all securities of the same class sold for
the account of all such persons during any three-month period shall be aggregated . .
.”
65. The Section 5 Defendants were affiliates of each other and were also
affiliates of the Section 5 Issuers throughout the relevant period because the issuers,
Alpharidge and American Community Capital were under the common control of
Igwealor, and Igwealor controlled each of the Section 5 Issuers throughout the
relevant time.
Igwealor’s Control of the Section 5 Issuers
International Star
66. Igwealor controlled International Star from June 3, 2021 until at least
July 20, 2021.
67. On June 3, 2021, pursuant to a motion filed by Alpharidge, the District
Court of Clark County, Nevada appointed Alpharidge as custodian of International
Star, Inc.
68. Igwealor also controlled International Star’s preferred shares, through
Community Economic Development, another entity controlled by Igwealor. As the
holder of the issuer’s preferred shares, Community Economic Development
controlled the company,  including the appointment of directors, and held 60% voting
rights over all classes of stock.

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69. Igwealor’s control of International Star continued until at least July 20,
2021, when, according to International Star’s annual disclosure statement for the year
ending December 31, 2021, Community Economic Development sold its preferred
shares to an unrelated third party.
70. The limitations on the Section 5 Defendants’ sales of International Star
stock extended to October 18, 2021, 90 days after the sale of the preferred shares.
JPX Global
71. Igwealor controlled JPX Global from July 7, 2021 through the present.
72. On July 7, 2021, pursuant to a motion filed by Alpharidge, the District
Court of Clark County, Nevada appointed Alpharidge as custodian of JPX Global.
73. The same day, Alpharidge sold 100% of JPX Global’s Series A preferred
shares to Igwealor’s entity Community Economic Development which gave it
majority control of JPX Global.
74. As of JPX Global’s most recent quarterly disclosure report, published on
August 13, 2023, Igwealor is JPX Global’s CFO.
Tonner
75. Igwealor controlled Tonner from at least September 6, 2021 through
February 2022 through his private purchase of control shares from the prior owners.
During that time, Igwealor held himself out to the transfer agent as an officer of
Tonner, including as Tonner’s controller and principal accounting officer, and gave
instructions to the transfer agent. In addition for a portion of this period, he held more
than ten percent of Tonner’s outstanding shares.
The Section 5 Defendants’ Illegal Stock Sales
76. The Section 5 Defendants’ sales of common stock of each of
International Star, JPX Global and Tonner were sold through accounts controlled by
Igwealor, in his own name, and in the names of Alpharidge and American
Community Capital.

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77. These sales repeatedly exceeded Rule 144’s limitation of one percent of
the issuer’s outstanding shares over a three-month period.
78. Between July 16 and October 18, 2021, when the Section 5 Defendants
were subject to restrictions on sales of International Star stock, they collectively sold
over 35 million shares of International Star in excess of the volume limitation.
79. During this period, their combined stock sales exceeded 1% of
International Star’s outstanding shares of common stock on 18 days.
80. The Section 5 Defendants’ profit from the unlawful sale of International
Star shares was at least $300,000.
81. Between August 11, 2021 and November 9, 2021, when the Section 5
Defendants were subject to restrictions on sales of JPX Global, they collectively sold
more than 63 million shares of JPX Global in excess of the volume limitation.
82. Between August 11, 2021 and November 9, 2021, these sales exceeded
1% of JPX Global’s outstanding shares of common stock on 34 days.
83. The Section 5 Defendants’ profit from the unlawful sales of JPX Global
shares was approximately $1.5 million.
84. Between September 22, 2021 and February 28, 2022, when the Section 5
Defendants were subject to restrictions on sales of Tonner, they collectively sold
more than 565 million Tonner shares in excess of the volume limitation.
85. During this period, their combined stock sales exceeded 1% of Tonner’s
outstanding shares of common stock on 35 days.
86. The Section 5 Defendants’ profit from the unlawful sale of Tonner shares
was approximately $4.2 million.
Igwealor’s Lie to His Brokerage Firm to Circumvent Trading Restrictions
on His Sale of  International Star Shares
87. In connection with the Section 5 Defendants’ sales of International Star
stock, Igwealor gave false information to the compliance department of the broker-
dealer where he maintained a brokerage account under the name of American

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Community Capital, in order to circumvent the broker-dealer’s internal controls
regarding the illegal sales of stock by affiliates.
88. Specifically, on June 7, 2021, the broker-dealer sent Igwealor a message
stating:
“Your holdings and/or recent trading activity in [International Star] in your
[brokerage] account indicate that you may be an ‘affiliate’ of this security as
defined in Rule 405 under the Securities Act of 1933 or applicable securities
laws and regulations. If you are an affiliate, there are significant trading
restrictions to be in compliance with the rules . . . [the Brokerage Firm] has
therefore restricted you from further trading in [International Star.] If you wish
to trade this security and would like to have this trading restriction on this
security temporarily removed, please respond to this customer service ticket
with your reasoning.”
89. Two days later, Igwealor responded to the message stating as follows:
“I’m writing to request for the removal of the current trading restriction on
[International Star] on the notion that I might be an affiliate of [International
Star]. My Name is Frank I Igwealor. I’m the principal of American
Community Capital, LP. I’m not an affiliate of [International Star], I’m not in
any way, shape or form related to [International Star]. I’m just a passive
shareholder in the company. Several factors were considered in making its
[sic] the determination that Mr. Igwealor, the owner of the stockholder was not
an affiliate for purposes of Rule 405 . . . (1) Mr. Igwealor does not own 10% or
more of the company outstanding shares; (2) the stockholder was not an officer
or director; (3) he cannot designate a director; and (4) he does not have the
ability to influence company management or policy and there were no other
indicia of control over the company.” (Emphasis added.)
90. Igwealor’s June 9, 2021 message to the broker-dealer was false because
he was an affiliate of International Star at that time.

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91. As a result of Igwealor’s June 9, 2021 message, the broker-dealer lifted
the trading restrictions on the American Community Capital account for a two-week
period from June 22, 2021 to July 6, 2021.
92. On July 14, 2021, Igwealor sent another message to the broker-dealer
renewing his request to lift the trading restrictions, which it did on July 15, 2021.
93. Contrary to Igwealor’s statement that he was “not in any way, shape or
form related to [International Star]”   Igwealor’s entity Alpharidge was, among other
things, the court-appointed custodian of International Star.
94. Contrary to Igwealor’s statement that he “cannot designate a director,”
Igwealor appointed an associate as President, CEO, Treasurer, Secretary and Director
of International Star.
95. Igwealor knew, recklessly disregarded, or should have known, that his
statements to his broker-dealer were false, and that, by providing this false
information he circumvented the broker-dealer’s internal controls, which would have
prevented his sales of International Star stock.
FIRST CLAIM FOR RELIEF
Violations of Sections 5(a) and 5(c) of the Securities Act
[15 U.S.C. §§ 77e(a) and 77e(c)]
(Against Igwealor, Alpharidge and American Community Capital)
96. The SEC realleges and incorporates by reference paragraphs 1 through
95 above.
97. Defendants Igwealor, Alpharidge and American Community Capital,
directly or indirectly: (i) made use of the means and instruments of transportation or
communications in interstate commerce or of the mails to sell securities through the
use or medium of any prospectus or otherwise
 for which no exemption from
registration has been available; and (ii ) made use of the means and instruments of
transportation or communication in interstate commerce or of the mails to offer to sell

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through the use or medium of a prospectus or otherwise, securities as to which no
registration statement had been filed.
98. By engaging in the conduct described above, Defendants Igwealor,
Alpharidge and American Community Capital, and each of them, have violated and
are violating Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and
77e(c)].
SECOND CLAIM FOR RELIEF
Violation of Sections   17(a)(1) of the Securities Act
[15 U.S.C. §(s) 77q(a)(1)]
(Against Igwealor and GiveMePower)
99. The SEC realleges and incorporates by reference paragraphs 1 through
98 above.
100. Igwealor and GiveMePower, directly or indirectly, with scienter, in the
offer or sale of securities, by the use of the means or instruments of transportation or
communication in interstate commerce or by the use of the mails have employed, are
employing, or are about to employ devices, schemes or artifices to defraud.
101. By reason of the foregoing, Igwealor and GiveMePower, and each of
them, have violated and are violating Section 17(a)(1) of the Securities Act [15
U.S.C. § 77q(a)(1)].
THIRD CLAIM FOR RELIEF
Violation of Section 17(a)(2) of the Securities Act
[15 U.S.C. §(s) 77q(a)(2)]
(Against Igwealor)
102. The SEC realleges and incorporates by reference paragraphs 1 through
101 above.
103. Igwealor, directly or indirectly, in the offer or sale of securities, by the
use of the means or instruments of transportation or communication in interstate
commerce or by the use of the mails: has obtained, is obtaining or is about to obtain

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money or property by means of untrue statements of material fact and omissions to
state material facts necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.
104. By reason of the foregoing, Igwealor has violated and is violating
Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)].
FOURTH CLAIM FOR RELIEF
Violation of Section 17(a)(3) of the Securities Act
[15 U.S.C. §(s) 77q(a)(3)]
(Against Igwealor, Ogbozor, and GiveMePower)
105. The SEC realleges and incorporates by reference paragraphs 1 through
104 above.
106. Igwealor, Ogbozor and GiveMePower, directly or indirectly, in the offer
or sale of securities, by the use of the means or instruments of transportation or
communication in interstate commerce or by the use of the mails, have engaged, are
engaged, or are about to engage in transactions, acts, practices and courses of
business that operated or would operate as a fraud upon purchasers of securities.
107. By reason of reason of the foregoing, Igwealor, Ogbozor and
GiveMePower, and each of them, have violated and are violating Section 17(a)(3) of
the Securities Act [15 U.S.C. § 77q(a)(3)].
FIFTH CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and
Rules 10b-5(a) and (c) thereunder
[15 U.S.C. § 78j(b) and 17 C.F.R. §§ 240.10b-5(a) and 10b-5 (c)]
(Against Igwealor, Alpharidge, LA Community Capital, GiveMePower, Kid
Castle, and Video River Networks)
108. The SEC realleges and incorporates by reference paragraphs 1 through
107 above.

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109. Igwealor, Alpharidge, LA Community Capital, GiveMePower, Kid
Castle, Video River Networks, directly and indirectly, by the use of the means and
instrumentalities of interstate commerce, or of the mails, in connection with the
purchase and sale of securities:
have employed, are employing, and are about to employ devices, schemes, or
artifices to defraud [Rule 10b-5(a)];  and
have engaged in acts, practices or courses of business which have operated, are
operating and will operate as a fraud or deceit upon other persons, including
purchasers and sellers of such securities; [Rule 10b-5(c)].
110. By reason of the foregoing, Igwealor, Alpharidge, LA Community
Capital, GiveMePower, Kid Castle, Video River Networks, and each of them, have
violated and are violating Section 10(b)of the Exchange Act [15 U.S.C. § 78j(b)] and
Rules   10b-5 [17 C.F.R. §§240.10b-5(a) and (c)].
SIXTH CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5(b) thereunder
[15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5(b)  ]
(Against Igwealor, GiveMePower, Kid Castle, and Video River Networks)
111. The SEC realleges and incorporates by reference paragraphs 1 through
110 above.
112. Igwealor, GiveMePower, Kid Castle, Video River Networks, directly and
indirectly, by the use of the means and instrumentalities of interstate commerce, or of
the mails, in connection with the purchase and sale of securities have made, are
making and are about to make untrue statements of material fact, or have omitted, are
omitting and are about to omit to state material facts necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading [Rule 10b-5(b)].

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113. By reason of the foregoing, Igwealor, GiveMePower, Kid Castle, Video
River Networks, and each of them, have violated and are violating Section 10(b) of
the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. §240.10b-5(b)].
SEVENTH CLAIM FOR RELIEF
Violations of Exchange Act
Section 13(a) and Rules 12b-20 and 13a-1 thereunder
[15 U.S.C. § 78m(a) and 17 C.F.R. § 240.12b-20 and 17 C.F.R. § 240.13a-1]
(Against GiveMePower, Kid Castle and Video River Networks)
114. The SEC realleges and incorporates by reference paragraphs 1 through
113 above.
115. Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rule 13a-1
thereunder [17 C.F.R. §§ 240.13a-1] requires   issuers of registered securities to file
with the SEC factually accurate annual reports (on Form 10-K).
116. Exchange Act Rule 12b-20 [17 C.F.R. § 240.12b-20] provides that, in
addition to the information expressly required to be included in a statement or report,
there shall be added such further material information, if any, as may be necessary to
make the required statements, in light of the circumstances under which they were
made, not misleading.
117. By engaging in the foregoing conduct, Defendants   GiveMePower, Kid
Castle and Video River Networks, and each of them, have violated and are violating
Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20 and 13a-1
thereunder [17 C.F.R. §§ 240.12b-20, 240.13a-1].

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EIGHTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Exchange Act
Section 13(a) and Rules 12b-20 and 13a-1 thereunder
[15 U.S.C. § 78m(a) and 17 C.F.R. § 240.12b-20 and 17 C.F.R. § 240.13a-1]
(Against Igwealor)
118. The SEC realleges and incorporates by reference paragraphs 1 through
117 above.
119. Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rule 13a-1
thereunder [17 C.F.R. § 240.13a-1] requires   issuers of registered securities to file with
the SEC factually accurate annual reports (on Form 10-K).
120. Exchange Act Rule 12b-20 [17 C.F.R. § 240.12b-20] provides that, in
addition to the information expressly required to be included in a statement or report,
there shall be added such further material information, if any, as may be necessary to
make the required statements, in light of the circumstances under which they were
made, not misleading.
121. By engaging in the foregoing conduct, Defendant Igwealor knowingly
and recklessly provided substantial assistance to, and thereby aided and abetted
Defendants GiveMePower’s , Kid Castle’s  and Video River Networks’  violations of
Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20 and 13a-1
thereunder [17 C.F.R. §§ 240.12b-20, 240.13a-1].
NINTH CLAIM FOR RELIEF
Violations of Exchange Act
Section 13(k) [15 U.S.C. § 78m(k)]
(Against GiveMePower, Kid Castle and Video River Networks)
122. The SEC realleges and incorporates by reference paragraphs 1 through
121 above.
123. The Alpharidge Mortgage Note was a direct or indirect personal loan to
Igwealor and Ogbozor from GiveMePower, Kid Castle and Video River Networks.

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124. Igwealor and Ogbozor directed the issuance of the Alpharidge Mortgage
Note as evidenced by their having signed it, and knew that the transaction was for
their personal benefit.
125. By engaging in the conduct described above, GiveMePower, Kid Castle
and Video River Networks, and each of them, have violated and are violating Section
13(k) of the Exchange Act, 15 U.S.C. § 78m(k).
TENTH CLAIM FOR RELIEF
Aiding and Abetting Violations of Exchange Act
Section 13(k) [15 U.S.C. § 78m(k)]
(Against Igwealor and Ogbozor)
126. The SEC realleges and incorporates by reference paragraphs 1 through
125 above.
127. The Alpharidge Mortgage Note was a direct or indirect personal loan to
Igwealor and Ogbozor from GiveMePower, Kid Castle and Video River Networks.
128. Igwealor and Ogbozor directed the issuance of the Alpharidge Mortgage
Note as evidenced by their having signed it, and knew that the transaction was for
their personal benefit.
129. By engaging in the conduct described above, Defendant Igwealor
knowingly and recklessly provided substantial assistance to, and thereby aided and
abetted GiveMePower’s, Kid Castle’s and Video River Networks’ violations of
Section 13(k) of the Exchange Act, 15 U.S.C. § 78m(k).
130. By engaging in the conduct described above, Defendant Ogbozor
knowingly and recklessly provided substantial assistance to, and thereby aided and
abetted GiveMePower’s violations   of Section 13(k) of the Exchange Act, 15 U.S.C. §
78m(k).
RELIEF REQUESTED
 WHEREFORE, the Commission respectfully requests that this Court:

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I.
 Enter a Final Judgment finding that Defendants committed the violations
alleged in the Complaint;
II.
In a form consistent with Rule 65(d) of the Federal Rules of Civil Procedure,
permanently restrain and enjoin all Defendants, their officers, agents, servants,
employees, attorneys and those persons in active concert or participation with
Defendants who receive actual notice of the order of this Court, by personal service
or otherwise, and each of them from, directly or indirectly, engaging in the
transactions, acts, practices or courses of business described above, or in conduct of
similar purport and object  , to the extent each defendant violated or aided abetted the
statutes and rules discussed above, in violation of Sections 5(a) and 5(c) [15 U.S.C.
§§ 77e(a) and 77e(c)], 17(a) [15 U.S.C. §(s) 77q(a)] of the Securities Act and
Sections 10(b) [15 U.S.C. § 78j(b)], 13(a) [15 U.S.C. § 78m(a)] and 13(k) [15 U.S.C.
§ 78m(k)] of the Exchange Act and Rules 10b-5, 12b-20 and 13a-1 thereunder [17
C.F.R. § 240.10b-5, 17 C.F.R. § 240.12b-20, and 17 C.F.R. § 240.13a-1];
III.
Ordering Defendants Igwealor, Ogbozor, Alpharidge, American Community
Capital, and LA Community Capital to disgorge all ill-gotten gains they received
directly or indirectly, with pre-judgment interest thereon, as a result of the alleged
violations, pursuant to Exchange Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15
U.S.C. §§ 78u(d)(3), 78u(d)(5), 78u(d)(7)];
IV.
Ordering Defendants Igwealor, Ogbozor, Alpharidge, American Community
Capital, and GiveMePower to pay civil penalties pursuant to Securities Act Section
20(d) [15 U.S.C. § 77t(d)]; and all Defendants to pay civil penalties pursuant to
Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)];

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V.
Ordering that Igwealor and Ogbozor be permanently prohibited from serving as
an officer or director of a public company, pursuant to Section 21(d)(2) of the
Securities Exchange Act of 1934 [15 U.S.C. § 78u(d)(2)];
VI.
Ordering that Igwealor, Alpharidge and American Community Capital be
permanently prohibited from participating in any offering of a penny stock, including
engaging in activities with a broker, dealer, or issuer for purposes of issuing, trading,
or inducing or attempting to induce the purchase or sale of any penny stock, under
Exchange Act Section 21(d)(6) [15 U.S.C. § 78u(d)(6)] and Securities Act Section
20(g)(1) [15 U.S.C. § 77t)(g)(1); and
VII.
Granting any other and further relief this Court may deem just and proper.
JURY DEMAND
The Commission hereby requests a trial by jury.
Dated: November 18, 2024
 /s/ Jasmine Starr
Jasmine Starr
Abigail Rosen (pro hac vice pending)
Thomas W. Peirce (pro hac vice pending)
Attorneys for Plaintiff
Securities and Exchange Commission

Of Counsel:
Antonia M. Apps
Tejal D. Shah
Michael D. Paley
SECURITIES AND EXCHANGE COMMISSION

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ABIGAIL ROSEN (NY Bar No. 4397048) 
THOMAS W. PEIRCE (NJ Bar No. 005122001) 
100 Pearl Street, Suite 20-100 
New York, NY 10004-2616 
Email: [email protected] 
Telephone: (212) 336-0473 (Rosen) 
 
LOCAL COUNSEL: 
JASMINE STARR (Cal. Bar. No. 259473) 
444 S. Flower Street, Suite 900 
Los Angeles, CA 90071 
Email: [email protected] 
Telephone: (323) 965-3998 
Facsimile: (213) 443-1904 
 
Attorneys for Plaintiff 
Securities and Exchange Commission 
 

UNITED STATES DISTRICT COURT 
CENTRAL DISTRICT OF CALIFORNIA 

 

 
SECURITIES AND EXCHANGE 
COMMISSION, 

                       Plaintiff, 

        vs. 
 
FRANK IGWEALOR, PATIENCE 
OGBOZOR, ALPHARIDGE CAPITAL, 
LLC, AMERICAN COMMUNITY 
CAPITAL, LP, GIVEMEPOWER, INC., 
KID CASTLE EDUCATIONAL 
CORPORATION, LOS ANGELES 
COMMUNITY CAPITAL, and VIDEO 
RIVER NETWORKS, INC., 
 
                        Defendants. 

 

 
Case No.  2:24-cv-09941 

 
COMPLAINT 

 

DEMAND FOR JURY TRIAL 

 

 

 

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Plaintiff Securities and Exchange Commission (“Commission” or “SEC”), for 

its Complaint against Defendants Frank Igwealor (“Igwealor”), Patience Ogbozor 

(“Ogbozor”), Alpharidge Capital, LLC (“Alpharidge”), American Community 

Capital, LP (“American Community Capital”), GiveMePower, Inc. 

(“GiveMePower”), Kid Castle Educational Corporation (“Kid Castle”), Los Angeles 

Community Capital (“LA Community Capital”), and Video River Networks, Inc. 

(“Video River Networks”), (collectively, “the Defendants”), alleges as follows: 

SUMMARY 

1. From at least June 2021 to the present Defendant Igwealor engaged in a 

scheme to 1) obtain control of publicly-traded penny stock companies; 2) 

misappropriate funds from one such company for the purchase of a home; and 3) 

enrich himself through unlawful sales of stock in some of those companies. Igwealor 

also made materially false statements to his broker and in filings with the 

Commission, in furtherance of these unlawful acts. Each of the remaining Defendants 

participated in certain of these acts. 

2. In November 2021, Igwealor and Defendant Ogbozor, Igwealor’s 

spouse, misappropriated over $2.2 million from Defendant Alpharidge, a subsidiary 

of Defendant GiveMePower, a publicly-traded company that they controlled. They 

used the $2.2 million to purchase their personal residence in Playa del Rey, California 

and then papered the transaction by having Defendant Alpharidge issue them a $2.2 

million mortgage. Under the terms of the mortgage, no payments of principal or 

interest were due until 2031. In violation of federal securities laws, the mortgage was 

not disclosed in Defendant GiveMePower’s annual report filed with the Commission. 

3. Igwealor then orchestrated sham transactions involving Defendants Kid 

Castle and Video River Networks, two other publicly-traded companies under his 

control, and Defendant LA Community Capital, a non-public entity controlled by 

Igwealor, to obfuscate the original misappropriation, and avoid repayment.  

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4. In addition, from at least July 2021 through February 2022, Igwealor 

sold hundreds of millions of shares of three penny stock issuers he controlled, far in 

excess of volume limitations for stock sales by affiliates under federal securities laws. 

Igwealor sold the shares through accounts in his name and in the names of 

Defendants Alpharidge and American Community Capital, private companies he 

controlled, all through accounts which he controlled. In connection with the unlawful 

sale of stock of one issuer, Igwealor made fraudulent misrepresentations to his 

broker-dealer falsely disclaiming his control of that issuer.  

VIOLATIONS 

5. By virtue of the foregoing conduct and as alleged further herein, 

Defendant Igwealor violated: Sections 5(a) and 5(c) [15 U.S.C. §§ 77e(a) and 77e(c)] 

and Sections 17(a)(1), 17(a)(2) and 17(a)(3) [15 U.S.C. §§ 77q(a)(1), 77q(a)(2) and 

77q(a)(3)] of the Securities Act of 1933 (“Securities Act”); Section 10(b) of the 

Securities Exchange Act of 1934 (“Exchange Act”) and Rules 10b-5(a), (b) and (c) 

thereunder [15 U.S.C. § 78j(b) and 17 C.F.R. §§ 240.10b-5(a), 10b-5(b) and 10b-5 (c) 

thereunder]; and aided and abetted violations of Exchange Act Sections13(a) and 

13(k) and Rules 12b-20 and 13a-1 thereunder [15 U.S.C. §§ 78m(a) and 15 U.S.C. § 

78m(k) and 17 C.F.R. § 240.12b-20 and 17 C.F.R. § 240.13a-1 thereunder]. 

6. By virtue of the foregoing conduct and as alleged further herein, 

Defendant Ogbozor violated Securities Act Section 17(a)(3) [15 U.S.C. §§ 77q(a)(3)] 

and aided and abetted violations of Exchange Act Section 13(k) [15 U.S.C. § 

78m(k)]. 

7. By virtue of the foregoing conduct and as alleged further herein, 

Defendant Alpharidge violated Securities Act Sections 5(a) and 5(c)[15 U.S.C. §§ 

77e(a) and 77e(c)] and Exchange Act Section 10(b) and Rules 10b-5(a), and (c) 

thereunder [15 U.S.C. § 78j(b) and 17 C.F.R. §§ 240.10b-5(a) and 10b-5 (c)]. 

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8. By virtue of the foregoing conduct and as alleged further herein, 

Defendant American Community Capital violated Securities Act Sections 5(a) and 

5(c) [15 U.S.C. §§ 77e(a) and 77e(c)]. 

9. By virtue of the foregoing conduct and as alleged further herein, 

Defendant GiveMePower violated Securities Act Sections 17(a)(1) and 17(a)(3) [15 

U.S.C. §§ 77q(a)(1) and 77q(a)(3)] and Exchange Act Sections 10(b), 13(a) and 13(k) 

and Rules 10b-5, 12b-20 and 13a-1 thereunder [15 U.S.C. § 78j(b), 78m(a) and 

78(m)(k) and 17 C.F.R. §§ 240.10b-5(a),(b) and (c) and 13a-1 thereunder]. 

10. By virtue of the foregoing conduct and as alleged further herein, 

Defendants Kid Castle and Video River Networks violated Exchange Act Sections 

10(b), 13(a) and 13(k) and Rules 10b-5, 12b-20 and 13a-1 thereunder [15 U.S.C. § 

78j(b), 78m(a) and 78(m)(k) and 17 C.F.R. §§ 240.10b-5(a),(b) and (c) and 13a-1 

thereunder]. 

11. By virtue of the foregoing conduct and as alleged further herein, 

Defendant LA Community Capital violated Exchange Act Section 10(b) and Rule 

10b-5 thereunder [15 U.S.C. § 78j(b) and 17 C.F.R. §§ 240.10b-5(a) and (c) 

thereunder]. 

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

12. The Commission brings this action pursuant to the authority conferred 

upon it by Securities Act Section 20(b) [15 U.S.C. § 77t(b)] and Exchange Act 

Sections 21(d)(1) and 21(d)(5) [15 U.S.C. §§ 78u(d)(1) and 78u(d)(5)]. 

13. The Commission seeks a final judgment: (a) permanently enjoining 

Defendants from violating the federal securities laws and rules that this Complaint 

alleges they have violated; (b) ordering Defendants Igwealor, Ogbozor, Alpharidge, 

American Community Capital and LA Community Capital to each disgorge all ill-

gotten gains they each received as a result of the violations alleged herein and to pay 

prejudgment interest thereon, pursuant to Exchange Act Sections 21(d)(3), 21(d)(5), 

and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; (c) ordering 

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Defendants to pay civil money penalties pursuant to Securities Act Section 20(d) [15 

U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; (d) 

prohibiting Igwealor and Ogbozor from serving as an officer or director of any 

company that has a class of securities registered under Exchange Act Section 12 [15 

U.S.C. § 78l] or that is required to file reports under Exchange Act Section 15(d) [15 

U.S.C. § 78o(d)], pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and 

Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; (e) prohibiting Igwealor, 

Alpharidge and American Community Capital from participating in any offering of a 

penny stock, including engaging in activities with a broker, dealer, or issuer for 

purposes of issuing, trading, or inducing or attempting to induce the purchase or sale 

of any penny stock, under Exchange Act Section 21(d)(6) [15 U.S.C. § 78u(d)(6)]; 

and (f) ordering any other and further relief the Court may deem just and proper. 

JURISDICTION AND VENUE 

14. This Court has jurisdiction over this action pursuant to Securities Act 

Section   22(a) [15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa]. 

15. Defendants, directly or indirectly, made use of the means or 

instrumentalities  of interstate commerce or of the mails in connection with the 

transactions, acts, practices, and courses of business alleged herein. 

16. Venue lies in the Central District of California (the “District”) under 

Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 

U.S.C. § 78aa]. Defendants transacted business in the District, and certain of the acts, 

practices, transactions, and courses of business alleged in this Complaint occurred 

within the District. Among other things, Defendants Igwealor and Ogbozor purchased 

real property in the District using proceeds from their scheme. 

DEFENDANTS 

17. Igwealor, age 53, resides in Playa Del Rey, California. He is an active 

member of the California bar since March 2021; a California-licensed CPA; and an 

investment adviser with, and President and CEO of, Goldstein Franklin, Inc. 

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(“Goldstein Franklin”), an investment adviser registered with California. He is the 

control person for multiple issuers whose common stock is quoted and traded on 

OTC Link, an inter-dealer quotation system operated by OTC Markets Group, Inc. 

that allows broker-dealers to buy and sell over-the-counter securities (“OTC 

Issuers”). 

18. Ogbozor, age 39, resides in Playa Del Rey, California. She is married to 

Igwealor. At relevant times, she was a director of at least three OTC Issuers 

controlled by Igwealor.  

19. Alpharidge is a California limited liability company headquartered in 

Torrance, California. From about December 31, 2020 through December 30, 2021, it 

was a subsidiary of GiveMePower. At that point, it became a direct subsidiary of Kid 

Castle and an indirect subsidiary of Video River Networks. On January 12, 2024, 

Kid Castle sold Alpharidge to American Community Capital.  Alpharidge acquires 

OTC Issuers, typically by obtaining custodianship under Nevada state law, and 

trades in the stock of companies in Igwealor’s portfolio, including those acquired 

through the Nevada custodianship process. Igwealor was the CEO and sole 

employee of Alpharidge at all relevant times. 

20.  American Community Capital is a limited partnership headquartered in 

Los Angeles, California. LA Community Capital and Goldstein Franklin are its 

General Partners. 

21. GiveMePower is a Nevada-registered corporation headquartered in 

Torrance, California. Its common stock is quoted and traded on OTC Link under the 

ticker symbol GMPW, and registered with the Commission pursuant to Section 

12(g) of the Exchange Act. Igwealor is the company’s CEO and CFO and Ogbozor 

is a director. GiveMePower was a subsidiary of Kid Castle until December 30, 2021 

when GiveMePower sold its subsidiary Alpharidge to Kid Castle in exchange for 

Kid Castle’s ownership stake in GiveMePower. 

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22.  Kid Castle is a Delaware-registered corporation headquartered in 

Torrance, California. Its common stock is quoted and traded on OTC Link under the 

ticker symbol KDCE, and registered with the Commission pursuant to Section 12(g) 

of the Exchange Act. Igwealor is the company’s Chairman, a director, CEO and 

CFO. Ogbozor was a director until at least December 2023. 

23. LA Community Capital is a California-registered corporation 

headquartered in Los Angeles, California. Igwealor is the CEO, Secretary, CFO, and 

agent for the service of process. Its 2021 and 2022 tax returns show annual revenue 

of $1,000 and that it claims Public Charity Status. 

24. Video River Networks is a Nevada-registered corporation 

headquartered in Torrance, California. Its common stock is quoted and traded on 

OTC Link under the ticker symbol NIHK, registered with the Commission pursuant 

to Section 12(g) of the Exchange Act. Igwealor is the company’s President, CEO and 

CFO. Ogbozor was a director until at least December 2023. 

FACTS 

The Misappropriation of $2.2 Million by Igwealor and Ogbozor for the 

Purchase of Their Home 

25. In about November 2021, Igwealor and Ogbozor purchased a home in 

Playa del Rey, California.  

26. Instead of obtaining a mortgage from a financial institution, Igwealor 

and Ogbozor took just over $2.2 million from Alpharidge, a company that Igwealor 

controlled.  

27. At the time that Igwealor and Ogbozor took these funds, Alpharidge was 

a wholly-owned subsidiary of GiveMePower, a public company.  

28. In addition, Igwealor was the CEO and Ogbozor was a director of 

GiveMePower.  

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29. Specifically, Igwealor and Ogbozor both signed a deed of trust, dated 

November 22, 2021, which conveyed the home to them and reflected that Alpharidge 

was the holder of a $2.2 million mortgage on the property.  

30. The next day, Igwealor wired just over $2.2 million from Alpharidge to 

an escrow agent for the purchase of the property.  

31. Igwealor was the sole signatory for Alpharidge’s bank accounts, which 

immediately prior to the November 23, 2021 wire for the purchase of Igwealor’s and 

Ogbozor’s home, held about $4.3 million. 

32. That same day, Igwealor and Ogbozor signed a document which 

memorialized the $2.2 million mortgage from Alpharidge (the “Alpharidge Mortgage 

Note”).  

33. The Alpharidge Mortgage Note set a 5% annual interest rate and did not 

require payment of principal or interest until the maturity date of November 23, 2031.  

34. Igwealor and Ogbozor have not made any payments on the Alpharidge 

Mortgage Note. 

Igwealor’s Concealment of the Alpharidge Mortgage Note and Transfer of 

the Note from GiveMePower to Kid Castle  

35. On December 30, 2021, GiveMePower sold Alpharidge (including the 

Alpharidge Mortgage Note) to Kid Castle, a subsidiary of Video River Networks. All 

of these entities were at all relevant times controlled by Igwealor. 

36. The sale of Alpharidge was a cashless transaction whereby Kid Castle 

gave its 87% controlling interest in GiveMePower to GiveMePower in exchange for 

Alpharidge.  

37. On April 15, 2022, GiveMePower filed its annual report on Form 10-K 

with the Commission (the “2021 GiveMePower Form 10-K”). Igwealor signed the 

2021 GiveMePower Form 10-K as GiveMePower’s President, CEO, CFO, Principal 

Executive Officer, Treasurer, Principal Accounting Officer, Principal Financial 

Officer, Director and Secretary. Ogbozor signed as a Director. 

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38. Igwealor and Ogbozor also signed certifications pursuant to Section 

302(A) of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Certifications”), which 

among other things, certified that they had “reviewed this annual report on Form 10-

K of GiveMePower Corporation” and that the report “does not contain any untrue 

statement of a material fact or omit to state a material fact necessary to make the 

statements made, in light of the circumstances under which such statements were 

made, not misleading with respect to the period covered by this report.”   

39. The 2021 GiveMePower Form 10-K represented that the company’s 

financial statements had been prepared in accordance with Generally Accepted 

Accounting Principles (“GAAP”), that GiveMePower “did not make any share award 

to the entities and persons in transactions that would be classified as related parties’ 

transactions,” and, after listing three related party transactions not including the 

mortgage, indicated that “[t]here have been no other related party transactions, or any 

other transactions or relationships required to be disclosed pursuant to Item 404 of 

Regulation S-K.”  

40. According to GAAP (Accounting Standards Codification 850), a related 

party is a person or entity that is related to the reporting entity. This includes 

individuals with control, joint control, or significant influence over the entity; close 

family members of those individuals; and entities under common control or joint 

control.  The GiveMePower Form 10-K listed Frank Igwealor as a related party.    

41. Item 404(a) generally requires a description of transactions since the 

beginning of the registrant’s last fiscal year in excess of $120,000 in which the 

registrant was a participant and any “related person had or will have a direct or 

indirect material interest.” 

42. Notwithstanding the representations in the 2021 GiveMePower Form 10-

K, that the financial statements had been prepared in accordance with GAAP and 

Item 404 of Regulation S-K, the filing did not mention the mortgage given to 

Igwealor and Ogbozor pursuant to the Alpharidge Mortgage Note, nor did it mention 

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the sale of the Alpharidge Mortgage Note in connection with its description of the 

sale of Alpharidge, which were related party transactions under GAAP and Item 404 

of Regulation S-K.  

43. The granting of the mortgage under the Alpharidge Mortgage Note and 

the sale of the Alpharidge Mortgage Note were related party transactions because, 

during the relevant time-period, Alpharidge, GiveMePower, and the mortgagee were 

all under Igwealor’s control. 

44. The consolidated balance sheet for 2021, contained in the 2021 

GiveMePower Form 10-K, reported assets of $647,575 as of December 31, 2021, 

after the issuance of the mortgage, indicating that the approximate $2.2 million taken 

by Igwealor and Ogbozor had been a material portion of the company’s overall assets. 

45. The failure to disclose the Alpharidge Mortgage Note was also a material 

omission by GiveMePower because a reasonable investor would want to know that 

the company’s officers had received a substantial and illegal personal loan from the 

issuer. 

46. Igwealor knew, recklessly disregarded, or should have known, that the 

Alpharidge Mortgage Note and the sale of the note were required disclosures, at the 

time that he signed and filed the 2021 GiveMePower Form 10-K. 

Igwealor’s Transfer of the Alpharidge Mortgage Note from GiveMePower 

to LA Community Capital  

47. A year after the transfer of Alpharidge, including the Alpharidge 

Mortgage Note, from GiveMePower to Kid Castle, Igwealor caused Alpharidge to 

transfer the Alpharidge Mortgage Note to LA Community Capital, a private non-

profit corporation controlled by Igwealor, in a purported swap transaction.  

48. Igwealor signed and executed an agreement transferring the Alpharidge 

Mortgage Note and nine other notes to LA Community Capital for “long term debt 

owed to” LA Community Capital and its affiliates (the “Purported LACC Debt”) 

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(collectively, the “Swap Agreement”) on behalf of both Alpharidge and LA 

Community Capital.  

49. According to the Swap Agreement, as of December 30, 2022, the 

Alpharidge Mortgage Note had a “face amount of $2.2 million and accrued interest 

total of $0.11 million” and the additional notes had a “total face value of $3.5 

million.” 

50. The Purported LACC Debt was a fiction. The Swap Agreement provides 

no information as to the source or amount of the Purported LACC Debt. LA 

Community Capital’s tax filings for 2021 and 2022 reported no debt owed to it. 

Moreover, Igwealor provided the Commission with no evidence of the Purported 

LACC Debt in response to a subpoena calling for such documents.  

51. On April 18, 2023, Kid Castle and Video River Networks each filed with 

the Commission an annual report on Form 10-K for the year ending December 31, 

2022 (the “2022 Kid Castle Form 10-K” and “2022 Video River Networks Form 10-

K,” respectively). Igwealor signed both filings and the Sarbanes-Oxley Certifications 

which were attached to the filings.  

52. The 2022 Kid Castle Form 10-K and the 2022 Video River Networks 

Form 10-K disclosed the Swap Agreement but, like the Swap Agreement itself, did 

not disclose any meaningful detail about the Purported LACC Debt.  

53. Thus, the representations in the 2022 Kid Castle Form 10-K and 2022 

Video River Networks Form 10-K that the Alpharidge Mortgage Note and nine other 

notes had been swapped for debt were materially false and misleading.  

54. These statements were materially false and misleading because LA 

Community Capital did not have long-term debt to exchange in connection with the 

Swap Agreement. As a result, Kid Castle and Video River Networks did not receive 

anything of value in exchange for the notes.  

55. These statements were also materially misleading because they failed to 

disclose that the purpose of the Swap Agreement was to allow Igwealor and Ogbozor 

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to avoid repaying the mortgage. By transferring the Alpharidge Mortgage Note to LA 

Community Capital, Igwealor, in effect, made himself both mortgagee and mortgagor.  

56. A reasonable investor of Kid Castle or Video River Networks would 

have wanted to know that an asset of $2.2 million was given away in a sham 

transaction in exchange for nothing of value, for the benefit of an officer and director 

of the company. 

57. Igwealor knew, recklessly disregarded, or should have known, that 

disclosures about the Swap Agreement in the 2022 Kid Castle Form 10-K and the 

2022 Video River Networks Form 10-K were false and misleading.  

The Illegal Stock Sales by Igwealor, Alpharidge and American Community 

Capital  

58. Between July 16, 2021 and February 28, 2022, Igwealor, Alpharidge, 

and American Community Capital (together, the “Section 5 Defendants”) sold 

hundreds of millions of shares of three OTC Issuers controlled by Igwealor: 

International Star, Inc. (“International Star”), JPX Global, Inc. (“JPX Global”) and 

Tonner-One World Holdings, Inc. (“Tonner”) (collectively, the “Section 5 Issuers”).  

59. The Section 5 Defendants’ total profits from these illegal stock sales was 

approximately $6 million. 

60. Under Securities Act Section 5 [15 U.S.C. § 77e] and Rule 144 [17 

C.F.R. §240.144], in the absence of an exemption, affiliates of an issuer are subject to 

limitations on the amount of shares of that issuer that they may sell. There was no 

Section 5 exemption applicable to the Section 5 Defendants. 

61. For securities not traded on a national securities exchange, Rule 144(e) 

sets volume limitations for stock sales by affiliates, in which the amount of securities 

sold by an affiliate during a three-month period may not exceed 1% of the shares 

outstanding. These limitations remain applicable for 90 days after the person is no 

longer an affiliate. 

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62. The securities of the Section 5 Issuers were not traded on a national 

securities exchange. 

63. Rule 144(a)(1) defines an “affiliate of an issuer” as a person that 

“directly, or indirectly through one or more intermediaries, controls, or is controlled 

by, or is under common control with, such issuer.” 

64. Rule 144(e)(3) provides that for purposes of applying the volume 

limitation, “[w]hen two or more affiliates or other persons agree to act in concert for 

the purpose of selling securities of an issuer, all securities of the same class sold for 

the account of all such persons during any three-month period shall be aggregated . . 

.” 

65. The Section 5 Defendants were affiliates of each other and were also 

affiliates of the Section 5 Issuers throughout the relevant period because the issuers, 

Alpharidge and American Community Capital were under the common control of 

Igwealor, and Igwealor controlled each of the Section 5 Issuers throughout the 

relevant time.  

Igwealor’s Control of the Section 5 Issuers 

International Star 

66. Igwealor controlled International Star from June 3, 2021 until at least 

July 20, 2021. 

67. On June 3, 2021, pursuant to a motion filed by Alpharidge, the District 

Court of Clark County, Nevada appointed Alpharidge as custodian of International 

Star, Inc.  

68. Igwealor also controlled International Star’s preferred shares, through 

Community Economic Development, another entity controlled by Igwealor. As the 

holder of the issuer’s preferred shares, Community Economic Development 

controlled the company, including the appointment of directors, and held 60% voting 

rights over all classes of stock. 

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69. Igwealor’s control of International Star continued until at least July 20, 

2021, when, according to International Star’s annual disclosure statement for the year 

ending December 31, 2021, Community Economic Development sold its preferred 

shares to an unrelated third party. 

70. The limitations on the Section 5 Defendants’ sales of International Star 

stock extended to October 18, 2021, 90 days after the sale of the preferred shares.  

JPX Global 

71. Igwealor controlled JPX Global from July 7, 2021 through the present.  

72. On July 7, 2021, pursuant to a motion filed by Alpharidge, the District 

Court of Clark County, Nevada appointed Alpharidge as custodian of JPX Global.  

73. The same day, Alpharidge sold 100% of JPX Global’s Series A preferred 

shares to Igwealor’s entity Community Economic Development which gave it 

majority control of JPX Global.  

74. As of JPX Global’s most recent quarterly disclosure report, published on 

August 13, 2023, Igwealor is JPX Global’s CFO.  

Tonner 

75. Igwealor controlled Tonner from at least September 6, 2021 through 

February 2022 through his private purchase of control shares from the prior owners. 

During that time, Igwealor held himself out to the transfer agent as an officer of 

Tonner, including as Tonner’s controller and principal accounting officer, and gave 

instructions to the transfer agent. In addition for a portion of this period, he held more 

than ten percent of Tonner’s outstanding shares. 

The Section 5 Defendants’ Illegal Stock Sales 

76. The Section 5 Defendants’ sales of common stock of each of 

International Star, JPX Global and Tonner were sold through accounts controlled by 

Igwealor, in his own name, and in the names of Alpharidge and American 

Community Capital. 

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77. These sales repeatedly exceeded Rule 144’s limitation of one percent of 

the issuer’s outstanding shares over a three-month period.  

78. Between July 16 and October 18, 2021, when the Section 5 Defendants 

were subject to restrictions on sales of International Star stock, they collectively sold 

over 35 million shares of International Star in excess of the volume limitation.   

79. During this period, their combined stock sales exceeded 1% of 

International Star’s outstanding shares of common stock on 18 days.  

80. The Section 5 Defendants’ profit from the unlawful sale of International 

Star shares was at least $300,000. 

81. Between August 11, 2021 and November 9, 2021, when the Section 5 

Defendants were subject to restrictions on sales of JPX Global, they collectively sold 

more than 63 million shares of JPX Global in excess of the volume limitation.  

82. Between August 11, 2021 and November 9, 2021, these sales exceeded 

1% of JPX Global’s outstanding shares of common stock on 34 days.  

83. The Section 5 Defendants’ profit from the unlawful sales of JPX Global 

shares was approximately $1.5 million. 

84. Between September 22, 2021 and February 28, 2022, when the Section 5 

Defendants were subject to restrictions on sales of Tonner, they collectively sold 

more than 565 million Tonner shares in excess of the volume limitation.  

85. During this period, their combined stock sales exceeded 1% of Tonner’s 

outstanding shares of common stock on 35 days.  

86. The Section 5 Defendants’ profit from the unlawful sale of Tonner shares 

was approximately $4.2 million. 

Igwealor’s Lie to His Brokerage Firm to Circumvent Trading Restrictions 

on His Sale of  International Star Shares 

87. In connection with the Section 5 Defendants’ sales of International Star 

stock, Igwealor gave false information to the compliance department of the broker-

dealer where he maintained a brokerage account under the name of American 

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Community Capital, in order to circumvent the broker-dealer’s internal controls 

regarding the illegal sales of stock by affiliates.  

88. Specifically, on June 7, 2021, the broker-dealer sent Igwealor a message 

stating: 

“Your holdings and/or recent trading activity in [International Star] in your 

[brokerage] account indicate that you may be an ‘affiliate’ of this security as 

defined in Rule 405 under the Securities Act of 1933 or applicable securities 

laws and regulations. If you are an affiliate, there are significant trading 

restrictions to be in compliance with the rules . . . [the Brokerage Firm] has 

therefore restricted you from further trading in [International Star.] If you wish 

to trade this security and would like to have this trading restriction on this 

security temporarily removed, please respond to this customer service ticket 

with your reasoning.” 

89. Two days later, Igwealor responded to the message stating as follows: 

“I’m writing to request for the removal of the current trading restriction on 

[International Star] on the notion that I might be an affiliate of [International 

Star]. My Name is Frank I Igwealor. I’m the principal of American 

Community Capital, LP. I’m not an affiliate of [International Star], I’m not in 

any way, shape or form related to [International Star]. I’m just a passive 

shareholder in the company. Several factors were considered in making its 

[sic] the determination that Mr. Igwealor, the owner of the stockholder was not 

an affiliate for purposes of Rule 405 . . . (1) Mr. Igwealor does not own 10% or 

more of the company outstanding shares; (2) the stockholder was not an officer 

or director; (3) he cannot designate a director; and (4) he does not have the 

ability to influence company management or policy and there were no other 

indicia of control over the company.” (Emphasis added.) 

90. Igwealor’s June 9, 2021 message to the broker-dealer was false because 

he was an affiliate of International Star at that time.  

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91. As a result of Igwealor’s June 9, 2021 message, the broker-dealer lifted 

the trading restrictions on the American Community Capital account for a two-week 

period from June 22, 2021 to July 6, 2021.   

92. On July 14, 2021, Igwealor sent another message to the broker-dealer 

renewing his request to lift the trading restrictions, which it did on July 15, 2021.      

93. Contrary to Igwealor’s statement that he was “not in any way, shape or 

form related to [International Star]” Igwealor’s entity Alpharidge was, among other 

things, the court-appointed custodian of International Star.  

94. Contrary to Igwealor’s statement that he “cannot designate a director,” 

Igwealor appointed an associate as President, CEO, Treasurer, Secretary and Director 

of International Star. 

95. Igwealor knew, recklessly disregarded, or should have known, that his 

statements to his broker-dealer were false, and that, by providing this false 

information he circumvented the broker-dealer’s internal controls, which would have 

prevented his sales of International Star stock.  

FIRST CLAIM FOR RELIEF 

Violations of Sections 5(a) and 5(c) of the Securities Act 

[15 U.S.C. §§ 77e(a) and 77e(c)] 

(Against Igwealor, Alpharidge and American Community Capital) 

96. The SEC realleges and incorporates by reference paragraphs 1 through 

95 above. 

97. Defendants Igwealor, Alpharidge and American Community Capital, 

directly or indirectly: (i) made use of the means and instruments of transportation or 

communications in interstate commerce or of the mails to sell securities through the 

use or medium of any prospectus or otherwise for which no exemption from 

registration has been available; and (ii) made use of the means and instruments of 

transportation or communication in interstate commerce or of the mails to offer to sell 

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through the use or medium of a prospectus or otherwise, securities as to which no 

registration statement had been filed. 

98. By engaging in the conduct described above, Defendants Igwealor, 

Alpharidge and American Community Capital, and each of them, have violated and 

are violating Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and 

77e(c)]. 

SECOND CLAIM FOR RELIEF 

Violation of Sections 17(a)(1) of the Securities Act 

[15 U.S.C. §(s) 77q(a)(1)] 

(Against Igwealor and GiveMePower) 

99. The SEC realleges and incorporates by reference paragraphs 1 through 

98 above. 

100. Igwealor and GiveMePower, directly or indirectly, with scienter, in the 

offer or sale of securities, by the use of the means or instruments of transportation or 

communication in interstate commerce or by the use of the mails have employed, are 

employing, or are about to employ devices, schemes or artifices to defraud. 

101. By reason of the foregoing, Igwealor and GiveMePower, and each of 

them, have violated and are violating Section 17(a)(1) of the Securities Act [15 

U.S.C. § 77q(a)(1)]. 

THIRD CLAIM FOR RELIEF 

Violation of Section 17(a)(2) of the Securities Act 

[15 U.S.C. §(s) 77q(a)(2)] 

(Against Igwealor) 

102. The SEC realleges and incorporates by reference paragraphs 1 through 

101 above. 

103. Igwealor, directly or indirectly, in the offer or sale of securities, by the 

use of the means or instruments of transportation or communication in interstate 

commerce or by the use of the mails: has obtained, is obtaining or is about to obtain 

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money or property by means of untrue statements of material fact and omissions to 

state material facts necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading. 

104. By reason of the foregoing, Igwealor has violated and is violating 

Section 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)]. 

FOURTH CLAIM FOR RELIEF 

Violation of Section 17(a)(3) of the Securities Act 

[15 U.S.C. §(s) 77q(a)(3)] 

(Against Igwealor, Ogbozor, and GiveMePower) 

105. The SEC realleges and incorporates by reference paragraphs 1 through 

104 above. 

106. Igwealor, Ogbozor and GiveMePower, directly or indirectly, in the offer 

or sale of securities, by the use of the means or instruments of transportation or 

communication in interstate commerce or by the use of the mails, have engaged, are 

engaged, or are about to engage in transactions, acts, practices and courses of 

business that operated or would operate as a fraud upon purchasers of securities. 

107. By reason of reason of the foregoing, Igwealor, Ogbozor and 

GiveMePower, and each of them, have violated and are violating Section 17(a)(3) of 

the Securities Act [15 U.S.C. § 77q(a)(3)]. 

FIFTH CLAIM FOR RELIEF 

Violations of Exchange Act Section 10(b) and  

Rules 10b-5(a) and (c) thereunder 

[15 U.S.C. § 78j(b) and 17 C.F.R. §§ 240.10b-5(a) and 10b-5 (c)] 

(Against Igwealor, Alpharidge, LA Community Capital, GiveMePower, Kid 

Castle, and Video River Networks) 

108. The SEC realleges and incorporates by reference paragraphs 1 through 

107 above. 

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109. Igwealor, Alpharidge, LA Community Capital, GiveMePower, Kid 

Castle, Video River Networks, directly and indirectly, by the use of the means and 

instrumentalities of interstate commerce, or of the mails, in connection with the 

purchase and sale of securities: 

have employed, are employing, and are about to employ devices, schemes, or 

artifices to defraud [Rule 10b-5(a)]; and 

have engaged in acts, practices or courses of business which have operated, are 

operating and will operate as a fraud or deceit upon other persons, including 

purchasers and sellers of such securities; [Rule 10b-5(c)]. 

110. By reason of the foregoing, Igwealor, Alpharidge, LA Community 

Capital, GiveMePower, Kid Castle, Video River Networks, and each of them, have 

violated and are violating Section 10(b)of the Exchange Act [15 U.S.C. § 78j(b)] and 

Rules 10b-5 [17 C.F.R. §§240.10b-5(a) and (c)]. 

SIXTH CLAIM FOR RELIEF 

Violations of Exchange Act Section 10(b) and Rule 10b-5(b) thereunder  

[15 U.S.C. § 78j(b) and 17 C.F.R. § 240.10b-5(b)] 

(Against Igwealor, GiveMePower, Kid Castle, and Video River Networks) 

111. The SEC realleges and incorporates by reference paragraphs 1 through 

110 above. 

112. Igwealor, GiveMePower, Kid Castle, Video River Networks, directly and 

indirectly, by the use of the means and instrumentalities of interstate commerce, or of 

the mails, in connection with the purchase and sale of securities have made, are 

making and are about to make untrue statements of material fact, or have omitted, are 

omitting and are about to omit to state material facts necessary in order to make the 

statements made, in light of the circumstances under which they were made, not 

misleading [Rule 10b-5(b)]. 

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113. By reason of the foregoing, Igwealor, GiveMePower, Kid Castle, Video 

River Networks, and each of them, have violated and are violating Section 10(b) of 

the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5(b) [17 C.F.R. §240.10b-5(b)]. 

SEVENTH CLAIM FOR RELIEF 

Violations of Exchange Act  

Section 13(a) and Rules 12b-20 and 13a-1 thereunder 

[15 U.S.C. § 78m(a) and 17 C.F.R. § 240.12b-20 and 17 C.F.R. § 240.13a-1] 

(Against GiveMePower, Kid Castle and Video River Networks) 

114. The SEC realleges and incorporates by reference paragraphs 1 through 

113 above. 

115. Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rule 13a-1 

thereunder [17 C.F.R. §§ 240.13a-1] requires issuers of registered securities to file 

with the SEC factually accurate annual reports (on Form 10-K).  

116. Exchange Act Rule 12b-20 [17 C.F.R. § 240.12b-20] provides that, in 

addition to the information expressly required to be included in a statement or report, 

there shall be added such further material information, if any, as may be necessary to 

make the required statements, in light of the circumstances under which they were 

made, not misleading. 

117. By engaging in the foregoing conduct, Defendants GiveMePower, Kid 

Castle and Video River Networks, and each of them, have violated and are violating 

Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20 and 13a-1 

thereunder [17 C.F.R. §§ 240.12b-20, 240.13a-1]. 

 

 

 

 

 

 

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EIGHTH CLAIM FOR RELIEF 

Aiding and Abetting Violations of Exchange Act  

Section 13(a) and Rules 12b-20 and 13a-1 thereunder 

[15 U.S.C. § 78m(a) and 17 C.F.R. § 240.12b-20 and 17 C.F.R. § 240.13a-1] 

(Against Igwealor) 

118. The SEC realleges and incorporates by reference paragraphs 1 through 

117 above. 

119. Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rule 13a-1 

thereunder [17 C.F.R. § 240.13a-1] requires issuers of registered securities to file with 

the SEC factually accurate annual reports (on Form 10-K).  

120. Exchange Act Rule 12b-20 [17 C.F.R. § 240.12b-20] provides that, in 

addition to the information expressly required to be included in a statement or report, 

there shall be added such further material information, if any, as may be necessary to 

make the required statements, in light of the circumstances under which they were 

made, not misleading. 

121. By engaging in the foregoing conduct, Defendant Igwealor knowingly 

and recklessly provided substantial assistance to, and thereby aided and abetted 

Defendants GiveMePower’s, Kid Castle’s and Video River Networks’ violations of 

Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and Rules 12b-20 and 13a-1 

thereunder [17 C.F.R. §§ 240.12b-20, 240.13a-1]. 

NINTH CLAIM FOR RELIEF 

Violations of Exchange Act 

Section 13(k) [15 U.S.C. § 78m(k)] 

(Against GiveMePower, Kid Castle and Video River Networks) 

122. The SEC realleges and incorporates by reference paragraphs 1 through 

121 above. 

123. The Alpharidge Mortgage Note was a direct or indirect personal loan to 

Igwealor and Ogbozor from GiveMePower, Kid Castle and Video River Networks. 

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124. Igwealor and Ogbozor directed the issuance of the Alpharidge Mortgage 

Note as evidenced by their having signed it, and knew that the transaction was for 

their personal benefit.  

125. By engaging in the conduct described above, GiveMePower, Kid Castle 

and Video River Networks, and each of them, have violated and are violating Section 

13(k) of the Exchange Act, 15 U.S.C. § 78m(k). 

TENTH CLAIM FOR RELIEF 

Aiding and Abetting Violations of Exchange Act  

Section 13(k) [15 U.S.C. § 78m(k)] 

(Against Igwealor and Ogbozor) 

126. The SEC realleges and incorporates by reference paragraphs 1 through 

125 above. 

127. The Alpharidge Mortgage Note was a direct or indirect personal loan to 

Igwealor and Ogbozor from GiveMePower, Kid Castle and Video River Networks. 

128. Igwealor and Ogbozor directed the issuance of the Alpharidge Mortgage 

Note as evidenced by their having signed it, and knew that the transaction was for 

their personal benefit.  

129. By engaging in the conduct described above, Defendant Igwealor 

knowingly and recklessly provided substantial assistance to, and thereby aided and 

abetted GiveMePower’s, Kid Castle’s and Video River Networks’ violations of 

Section 13(k) of the Exchange Act, 15 U.S.C. § 78m(k). 

130. By engaging in the conduct described above, Defendant Ogbozor 

knowingly and recklessly provided substantial assistance to, and thereby aided and 

abetted GiveMePower’s violations of Section 13(k) of the Exchange Act, 15 U.S.C. § 

78m(k). 

RELIEF REQUESTED 

 WHEREFORE, the Commission respectfully requests that this Court: 

 

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I. 

 Enter a Final Judgment finding that Defendants committed the violations 

alleged in the Complaint; 

II. 

In a form consistent with Rule 65(d) of the Federal Rules of Civil Procedure, 

permanently restrain and enjoin all Defendants, their officers, agents, servants, 

employees, attorneys and those persons in active concert or participation with 

Defendants who receive actual notice of the order of this Court, by personal service 

or otherwise, and each of them from, directly or indirectly, engaging in the 

transactions, acts, practices or courses of business described above, or in conduct of 

similar purport and object, to the extent each defendant violated or aided abetted the 

statutes and rules discussed above, in violation of Sections 5(a) and 5(c) [15 U.S.C. 

§§ 77e(a) and 77e(c)], 17(a) [15 U.S.C. §(s) 77q(a)] of the Securities Act and 

Sections 10(b) [15 U.S.C. § 78j(b)], 13(a) [15 U.S.C. § 78m(a)] and 13(k) [15 U.S.C. 

§ 78m(k)] of the Exchange Act and Rules 10b-5, 12b-20 and 13a-1 thereunder [17 

C.F.R. § 240.10b-5, 17 C.F.R. § 240.12b-20, and 17 C.F.R. § 240.13a-1]; 

III. 

Ordering Defendants Igwealor, Ogbozor, Alpharidge, American Community 

Capital, and LA Community Capital to disgorge all ill-gotten gains they received 

directly or indirectly, with pre-judgment interest thereon, as a result of the alleged 

violations, pursuant to Exchange Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 

U.S.C. §§ 78u(d)(3), 78u(d)(5), 78u(d)(7)]; 

IV. 

Ordering Defendants Igwealor, Ogbozor, Alpharidge, American Community 

Capital, and GiveMePower to pay civil penalties pursuant to Securities Act Section 

20(d) [15 U.S.C. § 77t(d)]; and all Defendants to pay civil penalties pursuant to 

Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]; 

 

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V. 

Ordering that Igwealor and Ogbozor be permanently prohibited from serving as 

an officer or director of a public company, pursuant to Section 21(d)(2) of the 

Securities Exchange Act of 1934 [15 U.S.C. § 78u(d)(2)]; 

VI. 

Ordering that Igwealor, Alpharidge and American Community Capital be 

permanently prohibited from participating in any offering of a penny stock, including 

engaging in activities with a broker, dealer, or issuer for purposes of issuing, trading, 

or inducing or attempting to induce the purchase or sale of any penny stock, under 

Exchange Act Section 21(d)(6) [15 U.S.C. § 78u(d)(6)] and Securities Act Section 

20(g)(1) [15 U.S.C. § 77t)(g)(1); and 

VII. 

Granting any other and further relief this Court may deem just and proper. 

JURY DEMAND 

The Commission hereby requests a trial by jury. 

Dated: November 18, 2024  
 /s/ Jasmine Starr  

Jasmine Starr 
Abigail Rosen (pro hac vice pending) 
Thomas W. Peirce (pro hac vice pending) 
Attorneys for Plaintiff 
Securities and Exchange Commission 
 

 

Of Counsel:  
Antonia M. Apps 
Tejal D. Shah  
Michael D. Paley 
SECURITIES AND EXCHANGE COMMISSION 
 
 

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