UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
--------------------------------------------------------------------------------
                                   FORM 10-KSB
       [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                     For the Fiscal Year Ended June 30, 2004


     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the Transition Period From _____ to _____

--------------------------------------------------------------------------------

                        Commission File Number 333-67318
                             GIVEMEPOWER CORPORATION
        (Exact name of small business issuer as specified in its charter)

                       Nevada                                     87-0291528
(State or other jurisdiction of incorporation                   (IRS Employer
                  or organization)                           Identification No.)

   5925 - 12 Street SE, Suite 230
      Calgary, Alberta, Canada               T2H 2M3            (403) 287-6001
(Address of principal executive office)    (Postal Code)          (Issuer's
                                                               telephone number)

Securities registered under Section 12(b) of the Exchange Act:


Securities registered under Section 12(g) of the Exchange Act:


Indicate by check mark whether the issuer (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.


Yes   [ x ]   No  [   ]


Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-B is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
Form 10-KSB.


Yes [   ]   No  [ x ]   Delinquent filers are disclosed herein.


Total revenues for Fiscal Year 2004 were $117,391.


The  aggregate  market  value of the  Common  Stock held by  non-affiliates  (as
affiliates  are defined in Rule 12b-2 of the  Exchange  Act) of the  registrant,
computed  by  reference  to the  average of the bid and asked  price on June 30,
2004,  was  $2,566,737.  In addition  to shares  excluded  by  affiliates,  this
calculation also excludes shares of the registrant's  Common Stock that are held
by Schedule 13D filers.


APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEEDING FIVE YEARS.


Check  whether the issuer has filed all  documents  and  reports  required to be
filed by  Sections  12,  13,  or 15(d) of the  Exchange  Act  subsequent  to the
distribution of securities under a plan confirmed by a court.


Yes  [   ]   No  [   ]


APPLICABLE ONLY TO CORPORATE ISSUERS

As of June 30,  2004 there  were  27,049,433  shares of  issuer's  common  stock
outstanding.

<PAGE>


                             GIVEMEPOWER CORPORATION
                                   FORM 10-KSB
                     For the Fiscal Year Ended June 30, 2004

<TABLE>
<CAPTION>


Part I                                                                                                             Page

<S>                                                                                                                <C>
Item 1.    Description of Business.                                                                                 3

Item 2.    Description of Property.                                                                                15

Item 3.    Legal Proceedings.                                                                                      16

Item 4.    Submission of Matters to a Vote of Security Holders.                                                    16



Part ll                                                                                                            Page

Item 5.    Market for Common Equity and Related Stockholder Matters.                                               17

Item 6.    Management's Discussion and Analysis or Plan of Operation.                                              18

Item 7.    Financial Statements                                                                                    F-1

Item 8.    Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.                   22

Item 8A.  Controls and Procedures.                                                                                 22


Part lll                                                                                                           Page

Item 9.    Directors, Executive Officers, Promoters and Control Persons.                                           23


Item 10.  Executive Compensation.                                                                                  25

Item 11.  Security Ownership of Certain Beneficial Owners and Management.                                          26

Item 12.  Certain Relationships and Related Transactions.                                                          27

Item 13.  Exhibits and Reports on Form 8-K.                                                                        28

Item 14.  Principal Accountant Fees and Services.                                                                  28


Signatures.                                                                                                        29

</TABLE>


                                       2
<PAGE>



                                     PART I


FORWARD-LOOKING INFORMATION

This Annual Report of GiveMePower  Corporation ("GMPW" or the "Company") on Form
10-KSB contains forward-looking  statements,  particularly those identified with
the   words,   "anticipates,"   "believes,"   "expects,"   "plans,"   "intends",
"objectives" and similar expressions. These statements reflect management's best
judgment based on factors known at the time of such  statements.  The reader may
find discussions containing such forward-looking  statements in the material set
forth under "Legal  Proceedings" and  "Management's  Discussion and Analysis and
Plan of  Operations,"  generally,  and  specifically  therein under the captions
"Liquidity and Capital  Resources" as well as elsewhere in this Annual Report on
Form 10-KSB. Actual events or results may differ materially from those discussed
herein.

ITEM 1.  DESCRIPTION OF BUSINESS.

GENERAL

We are a Nevada  corporation  organized  in 2001 for the purpose of  developing,
marketing and  supporting  computer  software and related  services that we both
develop and license for resale.  Our products and services are sold primarily in
North  America  through our wholly  owned  subsidiary  and  principal  operating
entity,  GiveMePower Inc., an Alberta corporation based in Calgary,  Canada that
we acquired and made a part of our organization in 2001.

We are an  early-stage  company whose  long-term  mission is to become a leading
provider of computer-aided  design ("CAD"),  digital content management software
and related  solutions for  businesses and  individuals  involved in the design,
management and construction of man-made structures and manufactured products.

Our  primary  focus is on  creating  industry-compatible  software  tools  which
facilitate  the use of CAD in both the office and in the field using  Windows(R)
desktop,  laptop and XP Tablet PCs - as well as mobile and wireless  Pocket PCs,
Handheld PCs, SmartPhones and  industry-specific  devices designed  specifically
for the field or plant floor.

Primary  industries  able to benefit  through  use of our  technologies  include
architecture, engineering, construction, real estate, land development, mapping,
facilities  management,  geographic  information  system ("GIS")  processing and
computer-aided manufacturing ("CAM").

From inception through fiscal 2004, our efforts have been primarily  directed at
technology  research,  acquisition  and  development,   website  and  e-business
infrastructure  development,  market research and  development,  financing,  and
early-stage sales, marketing and promotional activities.

Our objective in fiscal 2005 is to  successfully  transition  from a development
stage  company into a  commercially  viable sales,  marketing  and  distribution
enterprise  capable of creating  demand and  distribution  for our  products and
services,  which are being crafted to offer  affordable and  industry-compatible
CAD and digital blueprint processing across all Microsoft  Windows-based mobile,
wireless, desktop and laptop computers.

We are  organized  into two  primary  reporting  segments;  the Retail  Products
segment which  accounted for 70% of revenues in fiscal 2004 (66% in fiscal 2003)
and the Embedded  Products segment which accounted for 30% of revenues in fiscal
2004 (34% in fiscal 2003).

The Retail  Products  segment  derives  revenues  from the sale of  pre-packaged
software  and related  solutions  and services for  businesses  and  individuals
involved in the design,  construction and management of man-made  structures and
manufactured  products.  Principal  products sold by the Retail Products segment
include PowerCAD CE Viewer(TM),  PowerCAD CE Classic(TM) and PowerCAD CE Pro(TM)

                                       3
<PAGE>
for mobile and wireless handheld computer users, and PowerCAD LT+(TM),  PowerCAD
Classic(TM), PowerCAD Pro(TM) and PowerCAD Architect(TM) for Windows(R) desktop,
laptop and XP tablet computer users.

The Embedded Products segment derives revenues by licensing our technologies and
providing related support services to Original  Equipment  Manufacturer  ("OEM")
hardware  manufacturers  and  third-party  software  developers  who  embed  our
technologies within value-added mobile, wireless and desktop computing solutions
of their own design.  Our embedded  products are  distributed  through an annual
subscription  service,  called  the  Power  Developer  Network(TM).  OEM's pay a
variable  per-license  fee for each solution they  distribute  which contain our
technologies.

BUSINESS DEVELOPMENT

Headquartered in Calgary,  Alberta,  Canada, we were originally  incorporated as
GiveMePower.com,  Inc.  On  September  15,  2000,  we amended  our  Articles  of
Incorporation to change our corporate name to GiveMePower Inc.

On December  20, 2000,  GiveMePower  Inc.  entered into a Plan and  Agreement of
Reorganization  to undertake a reverse merger with a National  Quotation  Bureau
public company called TelNet World  Communications,  Inc.  (TelNet).  TelNet had
neither  operations nor any working capital when  GiveMePower  Inc. entered into
the reverse merger with it.

On February  16, 2001,  GiveMePower  Inc.  negotiated  the  exclusive  rights to
co-develop,  enhance,  re-brand and distribute software technologies provided to
us by Felix  Computer Aided  Technologies  GmbH ("Felix") in North America for a
term of six  months  with an  option  to  extend  the term of the  agreement  to
automatically renewing five-year terms upon issuing one million common shares of
TelNet to Wilfried  Grabert,  the  President of Felix,  on or before  August 16,
2001. Mr. Graebert exercised this option effective August 10, 2001.

On February 16, 2001,  GiveMePower Inc. acquired the rights,  title and interest
to the domain name, givemepower.com from Sundance Marketing International Inc, a
private  company  owned  by our  founder,  Bill  Walton.  Under  terms  of  this
agreement,  Sundance agreed to assign its existing  customer base to GiveMePower
Inc. and to terminate  its existing  license  agreement  with Felix  pursuant to
GiveMePower Inc. securing its own agreement with Felix.

On February 28, 2001,  GiveMePower Inc.  negotiated the non-exclusive  rights to
co-develop,  enhance,  re-brand and distribute  software  technologies  in North
America,  provided  to us by  AutoPack  GmbH  ("AutoPack")  under  automatically
renewing  one-year  terms upon issuing three hundred  thousand  common shares of
TelNet to Robert Grabert,  the Chief Technology Officer of AutoPack for personal
services related to development and support of the AutoPack products.

In March,  2001, we acquired  perpetual and  royalty-free  software  rights to a
library of over 7,000 industry-standard  drawing symbols from cADD-Ons, Inc., of
Palm Coast, Florida. Sold under the trade name PowerSYMBOLS(TM), this library of
graphic  symbols serves as a productivity  enhancing  plug-in for other PowerCAD
products.

In October,  2001, we acquired ownership and intellectual  property rights for a
software system specifically tailored for businesses and individuals involved in
residential  and light  construction  building  design from Bud Elkin,  Inc., of
Orlando, Florida.

Effective July 5, 2001 the name of TelNet was changed to GiveMePower Corporation
and the domicile was changed  from Utah to Nevada.  On March 28, 2002,  our Form
SB-2  Registration  Statement  was  declared  effective  by  the  United  States
Securities  and  Exchange  Commission  and  we  are  now  subject  to  reporting
requirements  pursuant to the  Securities  Exchange Act of 1934.  As a reporting
company,  shares of our common  stock are listed for trading on the OTC Bulletin
Board under the ticker symbol "GMPW".

                                       4
<PAGE>
In August,  2002, we acquired  perpetual and  royalty-free  software rights to a
library  of  over  8,700 2 and  3-dimensional  drawing  symbols  from  Cad  Easy
Corporation of Hillsboro, Oregon for inclusion inside PowerCAD retail and/or OEM
developer product offerings in native PowerCAD formats.

In February,  2002,  we began  limited  marketing  of our software  products and
services to North American  businesses and  individuals  involved in two primary
markets; 1) retail users involved in the design, construction and manufacture of
man-made  products  and  structures,  and 2)  Independent  Software  Vendors and
developers  ("ISVs")  and OEMs who  license  our  technology  to embed in custom
solutions of their own design.

Based on feedback  received  from users who have  downloaded  or  purchased  our
products,  we began  restructuring  our product and service  offerings in March,
2003 to better  suit the needs of our  customers.  Particular  emphasis is being
placed on advancing our CAD design and digital blueprint processing capabilities
for mobile and wireless  computing,  and to  corresponding  improvements  in our
desktop, laptop and XP tablet computing technologies.

We continue  to advance our  technologies,  and we intend to  introduce  new and
enhanced  products and services  throughout  fiscal 2005,  which we believe will
meet with commercial  market  acceptance and result in higher revenues in fiscal
2005.

PRINCIPAL PRODUCTS

Our  principal  products  are branded and  registered  with the U.S.  Patent and
Trademark  Office  under  the  trade  names  PowerCAD(R),  PowerCAD  CE(TM)  and
PowerENGINE(TM).

Our principal  products are broken down into two segments:  1) Retail  Products;
and 2) Embedded Software and Developer Products.

RETAIL PRODUCTS

Retail Product sales and related services  accounted for 70% of our net revenues
in fiscal 2004 and 66% of net revenues in fiscal 2003.

Our Retail  Products  segment  derives  revenues  from the sale of PowerCAD  and
PowerCAD CE-branded software products and related services,  and is divided into
two  categories:  1) mobile and  wireless  handheld  computing;  and 2) desktop,
laptop and XP tablet computing.

All primary  Retail  Products are available for a free 30-day trial via download
from our  website or by  installing  from a CD-ROM  which can be  ordered  for a
nominal shipping and handling fee. Product  purchasers  receive a unique Product
Key,  which they use to unlock the system for permanent  use on their  computer.
Product keys can be ordered by phone or via secure ordering over the Internet.

MOBILE AND WIRELESS HANDHELD COMPUTING

Sales of retail mobile and wireless handheld computing  solutions  accounted for
24% of our net revenues in fiscal 2004 and 2003. Significant enhancements to our
mobile  and  wireless   products  are  currently  being  developed  for  planned
introduction throughout the course of fiscal 2005.

Our  PowerCAD  CE(TM)  mobile  product  line has been  developed  to offer 2 and
3-dimensional  CAD design and  digital  blueprint  processing  capabilities  for
enterprises  seeking  to  mobilize  their  operations  using  wired or  wireless
handheld computing devices. Supported devices include Pocket PCs, Pocket PC cell
phones, handheld PCs and manufacturer specific devices which utilize Microsoft's
Windows CE(R),  Windows CE .NET(R) and Windows  Mobile(R) 2003 mobile  operating
systems.

Three different  retail  products are presently  available under the PowerCAD CE
brand name, each designed to serve as independent  mobile/wireless CAD stations,
or as  compatible  mobile  extensions  for existing  desktop CAD systems such as
AutoCAD(R) by Autodesk Inc., MicroStation(R) by Bentley Systems Inc. and our own
line of PowerCAD desktop solutions:

                                       5
<PAGE>
PowerCAD CE Viewer(TM)

PowerCAD CE Viewer is an instantly  usable mobile  software  system which allows
users of any skill level to open,  view and markup 2 and  3-dimensional  project
designs and digital blueprints saved in industry-standard  drawing formats using
mobile and wireless handheld computing devices which utilize Microsoft's Windows
CE(R), Windows CE .NET(R) or Windows Mobile(R) 2003 mobile operating systems.

PowerCAD CE Classic(TM)

PowerCAD CE Classic  retains all of the  simplified 2D and 3D viewing and markup
capabilities  of  PowerCAD  CE  Viewer,  and adds the  ability  to create new 2D
drawings  and edit  existing  drawings  using a wide  selection  of design tools
optimized  specifically for efficient  operation on mobile and wireless handheld
devices.

PowerCAD CE Pro(TM)

PowerCAD CE Pro is our most powerful mobile/wireless CAD solution,  offering all
of the  functionality  of PowerCAD CE Viewer and PowerCAD CE Classic,  plus more
advanced  2D and 3D  design  and  visualization  tools,  end-user  customization
capabilities,  and the ability to connect external  laser-measuring devices from
manufacturers  such as Leica  Geosystems  AG and Hilti AG to create  one-person,
in-field  drafting  systems  able to generate  "real-time"  floor plans up to 10
times faster than manual methods.

DESKTOP, LAPTOP AND XP TABLET COMPUTING

Sales of retail desktop,  laptop and XP tablet computing  products accounted for
46% of our net  revenues  in  fiscal  2004 and 42% in fiscal  2003.  Significant
enhancements  to our retail  desktop,  laptop and XP tablet  products  have been
developed  throughout 2004, with additional  features and improvements  intended
for introduction throughout the course of fiscal 2005.

Four  principal  retail  desktop,  laptop and XP tablet  products are  presently
available  under  the  PowerCAD(R)   brand  name,  each  designed  to  serve  as
complementary   technology  to  PowerCAD  mobile  offerings  and/or   affordable
additional seat installations,  or lower-cost  alternatives to competing systems
such as AutoCAD(R) and AutoCAD LT(R),  by Autodesk Inc. or  MicroStation(R),  by
Bentley Systems Inc.

PowerCAD  desktop,  laptop and XP tablet  solutions  have been designed to offer
simplified system operation,  direct compatibility with  industry-standard  file
formats, and the ability to operated  efficiently on lesser-powered  desktop and
laptop  computers as well as a new  generation  of XP tablet mobile and wireless
computers.

PowerCAD LT+(TM)

PowerCAD  LT+ is our  simplest  design  and  drafting  solution  for  Windows(R)
desktop,  laptop and XP tablet users. PowerCAD LT+ is designed for casual users,
students,  space  planners and designers  seeking a  simple-to-use,  low-cost 2D
drafting solution which can directly open AutoCAD(R)-compatible drawings, but is
restricted to savings results in PowerCAD proprietary file formats.


                                       6
<PAGE>
PowerCAD Classic(TM)

PowerCAD Classic retains all the  functionality  and simplicity of PowerCAD LT+,
but adds extended 2D drawing creation and visualization  tools, plus the ability
to save results in AutoCAD(R)-compatible drawing formats.

PowerCAD Pro(TM)

PowerCAD Pro is our most powerful  general-purpose  CAD solution for  Windows(R)
desktop, laptop and XP tablet computing. PowerCAD Pro is designed to offer up to
80% of the power and  customization  capabilities  of competing  systems such as
AutoCAD(R), by Autodesk Inc., at less than 25% of the cost.

PowerCAD Architect(TM)

PowerCAD  Architect combines the  general-purpose  CAD functionality of PowerCAD
Pro with hundreds of automated  functions  designed to dramatically speed up the
creation of 2D and 3D residential and light  construction  building  designs and
drawings.

EMBEDDED PRODUCTS

Embedded  Product sales and services  accounted for 30% of net revenue in fiscal
2004 and 34% in fiscal 2003.  Significant  enhancements to our Embedded Products
and services are currently being developed for planned  introduction  throughout
the course of fiscal 2005.

Our  Embedded  Products  segment  derives  revenues  through  licensing  of  our
technologies to OEM hardware  manufacturers and third-party  software developers
on a per-unit  basis for embedding into mobile,  wireless and desktop  computing
solutions of their own design.  Licensed  under the trade name  PowerENGINE(TM),
added revenues are derived through  collection of annual  subscription fees from
our  Power  Developer  Network,  an  online  delivery  and  support  center  for
PowerENGINE and related technologies and services.

PRODUCT DEVELOPMENT AND INTRODUCTION

Research  and  development  expenditures  accounted  for  201.8% of fiscal  2004
revenues  and 262% of fiscal 2003  revenues.  We continue to enhance our product
and service  offerings to meet the changing  needs of our  customers  and future
trends we see in our market place.

The majority of our research and development  costs are related to our PowerCAD,
PowerCAD CE and PowerENGINE products, which rely on core technologies we license
and cooperatively develop with Felix and AutoPack, both of Berlin, Germany.

Additional costs are attributed to the development of PowerCAD Architect,  which
we acquired ownership and intellectual property rights for in October, 2001 from
Bud Elkin,  Inc. of  Orlando,  Florida.  We first  introduced  this  software in
November,  2002 under the trade name  PowerCAD  Architect(TM).  Based on initial
customer  feedback  whereby  product  deficiencies  were  discovered,   we  have
generated  insignificant  revenues  from the sale of PowerCAD  Architect and are
presently developing a major update scheduled for delivery in fiscal 2005.

During fiscal 2004, we released the following new products and versions:

                                       7
<PAGE>

PRODUCT NAME      VERSION          DEVELOPMENT METHOD           RELEASE DATE

PowerCAD Pro 6      6.0                Licensed                  June 19, 2004

Under terms of our  agreement  with Felix,  we are  committed to paying  between
7-10% of net revenues,  volume  dependent,  with minimum  quarterly  payments of
$50,000 relating to the sale and licensing of PowerCAD and PowerENGINE  desktop,
laptop and XP tablet products in North America,  in return for ongoing supply of
product  updates,  upgrades and  technical  support.  The majority of core Felix
technology  development is performed in Germany,  with localization,  testing as
well as value-added product enhancements performed in the U.S. and Canada.

Under terms of our agreement with  AutoPack,  we are committed to paying between
25-50% of net revenues, volume dependent,  relating to the sale and licensing of
PowerCAD CE and PowerENGINE  mobile and wireless  products in North America,  in
return for ongoing supply of product  updates,  upgrades and technical  support.
The majority of core AutoPack  technology  development  is performed in Germany,
with localization, testing as well as value-added product enhancements performed
in the U.S. and Canada.

Under terms of our  agreement  with Bud Elkin,  Inc., we are committed to paying
10% of net revenues relating to the sale and licensing of PowerCAD Architect, in
return for ongoing supply of product  updates,  upgrades and technical  support.
The majority of PowerCAD  Architect  development and testing is performed in the
U.S. and Canada.

We dedicate  considerable  technical and financial  resources to developing  and
enhancing our products.  The investments we make in developing and enhancing our
products may not result in sufficient revenue  recognition to justify the costs,
and our competitors  may introduce  products which could create a lack of market
acceptance  for our  products or render our products  obsolete,  either of which
could materially harm our business.

The technology  industry is characterized by rapid changes in computing hardware
and  computer  operating  systems.   Such  changes  could  require  considerable
investment to address,  render our technologies obsolete, and affect our ability
to generate revenues, any of which would materially harm our business.

We depend on external  sources for supply of core  technologies  and support for
our principal  products.  Any disruption in the supply of such core technologies
and support could materially harm our business.

Our software products are extremely complex and, despite extensive  internal and
external quality assurance testing,  may contain errors or defects.  Such errors
or  defects  could  result in the  requirement  for costly  repairs,  damage our
reputation,  impair our ability to generate revenues, or create a lack of market
acceptance  for our  products,  any of  which  could  all  materially  harm  our
business.

Our business strategy depends in part on relationships with third-party hardware
and software OEMs, who embed our technologies into vertical-market  solutions of
their own design.  Investments we make in supporting some OEMs may not result in
sufficient  revenue  recognition to justify the costs, and some OEMs may produce
solutions  which contain errors and defects which could damage our reputation or
impair our ability to collect revenues,  each of which could materially harm our
business.

SALES, MARKETING AND DISTRIBUTION

Our sales, marketing and distribution  activities have been primarily restricted
to public news  releases,  free  distribution  of 30-day product trials over the
Internet, and limited direct-to-customer marketing via email.

Our objective moving forward is to increase revenues by increasing  distribution
of our products and services via  internet  sales,  retail  sales,  OEM hardware
partnerships and OEM software developer partnerships.

                                       8
<PAGE>
INTERNET SALES

Internet sales to customers accounted for the majority of our revenues in fiscal
years 2004 and 2003.

From February 2004 to May 2004, we ran a market awareness  campaign  designed to
establish a large number of PowerCAD  technology users and to increase  exposure
of the  GiveMePower and PowerCAD brand names.  During the promotion,  users were
able to obtain a fully-operational  PowerCAD LT+ license at no cost via download
over the Internet.

Our goal in  fiscal  2005 is to  significantly  increase  the  number  of people
visiting our website,  convert  between 1-5% of free  promotional  product users
into paying  customers,  and to increase  internet  sales through  resellers and
distributors we have yet to establish.

RETAIL SALES

During  fiscal 2005,  we plan to increase  our presence in the retail  market by
establishing  a network of  distributors  and resellers in North America who can
assist  in  reaching  a  higher  number  of end  users.  Due  to  the  intensely
competitive  nature of retail  sales,  we  anticipate  that the  creation of our
retail reseller channel will require a considerable  investment in personnel and
finances to achieve significant results.

OEM HARDWARE PARTNERSHIPS

During fiscal 2005, we plan to aggressively  pursue  co-marketing,  bundling and
embedded technology alliances with hardware vendors seeking to increase sales by
including  our  technologies  as a  value-added  component  on their  mobile and
wireless  computing  devices.  We anticipate  average sales to revenue cycles of
6-12 months for each OEM hardware partner.

OEM SOFTWARE DEVELOPER PARTNERSHIPS

A key strategy for our future  growth is the licensing of our  technologies  and
services to third-party  commercial,  corporate and government  enterprises  for
embedding  into  vertical-market  software  solutions  of their own  design.  We
anticipate  sales to  vertical-market  solution  delivery cycles of between 6-12
months for each OEM software developer.

Our ability to effectively sell, market and distribute our products and services
depends largely on our current financial  condition and the financial  condition
of our  customers.  At  present,  we are not highly  capitalized  and our future
objectives  depend on our ability to secure  additional growth financing through
external sources and our ability to generate  significantly higher revenues from
the sale of our products and services.

COMPETITIVE BUSINESS CONDITIONS

The  software  markets we compete in are  highly  competitive  and have  limited
barriers to entry. Rapid changes in technology,  including hardware and software
systems we rely on, as well as introduction  of competing  products and services
and consolidation of companies with competing products and services, can quickly
render  our  technologies  as less  valuable  or even  obsolete.  We  anticipate
competition to intensify in the future.

Virtually all of our competitors have greater  financial,  technical,  sales and
marketing  resources  than we do. We are entering a mature  market with numerous
competitors who have established  their products and services within many of the
customer  locations  we seek to establish a presence  with.  We believe that our
future results will depend  largely on our ability to offer unique  products and
services that can compete  favorably  with or offer  extended  value in terms of
reliability, compatibility,  performance, ease of use, range of features, price,
delivery and support.

                                       9
<PAGE>
Each of these  factors  as well as  unforeseen  factors,  could  have a material
affect on our future operating  results,  including  reduced profits margins and
loss of potential market share.

Our principal products and services compete with one or more products from other
more established  independent software vendors. Our principal products and their
primary competition includes:
<TABLE>
<CAPTION>

GIVEMEPOWER PRODUCT        COMPETING PRODUCTS        COMPETING VENDORS

<S>                              <C>                        <C>
PowerCAD CE                  PocketCAD                Arc Second, Inc.
                             OnSite                   Autodesk, Inc.

PowerCAD LT+                 AutoCAD LT               Autodesk, Inc.
                             TurboCAD                 International Microcomputers, Inc.
                             IntelliCAD               Cadopia

PowerCAD Classic             AutoCAD LT               Autodesk, Inc.
                             TurboCAD                 International Microcomputers, Inc.
                             IntelliCAD               Cadopia

PowerCAD Pro                 AutoCAD                  Autodesk, Inc.
                             TurboCAD                 International Microcomputers, Inc.
                             IntelliCAD               Cadopia, Bricscad

PowerENGINE                  AutoCAD OEM              Autodesk, Inc.
                             IntelliCAD OEM           IntelliCAD Technology Consortium

Power Developer Network      Autodesk Developer       Autodesk, Inc.
                             Network
</TABLE>


DEPENDENCE ON MAJOR CUSTOMERS

One customer, Cochran's Inc., accounted for 17.5% of our revenues in fiscal 2004
while 2 customers,  Cochran's Inc. and Classy  Closets,  each accounted for more
than 10% in 2003.

TRADEMARKS

We have two registered trademarks, GiveMePower(R), which was registered with the
United  States  Patent and  Trademark  Office  ("USPTO")  on July 8,  2003,  and
PowerCAD(R),  which was registered on February 12, 2002. In addition, we filed a
trademark application with the USPTO on February 11, 2003 for the trade name CAD
Anywhere(TM).  In addition, we have secured the givemepower.com and powercad.com
website domains.

EMPLOYEES

As of June 30, 2004, we had seven full-time equivalent ("FTE") employees, all of
whom are located in Canada.  We believe our relations  with all of our employees
are good.

                                       10
<PAGE>

RISKS RELATED TO BUSINESS

You  should  carefully  consider  the  following  risk  factors  and  all  other
information  contained herein as well as the information included in this Annual
Report in evaluating  our business and  prospects.  The risks and  uncertainties
described  below  are  not  the  only  ones  we  face.   Additional   risks  and
uncertainties,  other than those we describe below, that are not presently known
to us or that we currently believe are immaterial,  may also impair our business
operations.  If any of the  following  risks occur,  our business and  financial
results could be harmed. You should refer to the other information  contained in
this Annual  Report,  including our  consolidated  financial  statements and the
related notes.

     o    WE  CONTINUE  TO SHOW  LOSSES.  The  object of the  company is to be a
          viable,  profitable  entity,  however we continue to show considerable
          losses as we  develop  our  business.  Should  one or  several  of the
          factors  listed below or elsewhere in this document be  implemented or
          become  effective,  this could adversely  affect this objective and as
          such, place any investment in our company at risk.

     o    WE HAVE LIMITED  OPERATIONS,  REVENUES AND ASSETS.  As an  early-stage
          business,  we are subject to all the substantial risks inherent in the
          commencement of a new business  enterprise with new management.  There
          is no  certainty  that  we  will  be  able  to  successfully  generate
          revenues, operate profitably, or make any distributions to the holders
          of our securities. We have limited business history for you to analyze
          or to aid you in making an  informed  judgment  as to the merits of an
          investment  in our  securities.  Any  investment  in our common  stock
          should  be  considered  a high  risk  investment  because  you will be
          placing  funds  at  risk  in  an  unseasoned   start-up  company  with
          unforeseen  costs,  expenses,  competition and other problems to which
          start-up ventures are often subject. As we are an early-stage company,
          our prospects  must be considered in light of the risks,  expenses and
          difficulties  encountered  in  establishing  a  new  business  in  any
          industry.

     o    WE CURRENTLY  HAVE  NEGATIVE  WORKING  CAPITAL AND LIMITED  SOURCES OF
          LIQUIDITY.  We require  substantial  capital  to pursue our  operating
          strategy and we currently have limited cash for operations.  Until and
          unless we can  obtain  revenues  sufficient  to fund  working  capital
          needs,  we will be dependent  upon external  sources of financing.  To
          date, we have limited internal sources of liquidity and expect limited
          internal cash flow in the  immediate  future.  We require  substantial
          working  capital to continue  the funding of our  business.  We do not
          have any  commitments  to raise  additional  capital  and  there is no
          certainty that any  additional  funds required to operate our business
          will be available on favorable terms, if at all. If adequate funds are
          not available or are not available on acceptable  terms, we may not be
          able  to  fund  future   expansion,   take  advantage  of  anticipated
          acquisition opportunities,  develop or enhance services or products or
          respond to competitive pressures. Such inability could have a material
          adverse effect on our business, operations and financial condition. If
          additional  funds  are  raised  through  the  issuance  of  equity  or
          convertible debt securities,  the percentage ownership of shareholders
          of the company will be reduced, shareholders may experience additional
          dilution,  and  such  securities  may  have  rights,  preferences  and
          privileges senior to those of our current shareholders.

     o    WE ARE DEPENDENT ON KEY MANAGEMENT PERSONNEL. Our success is dependent
          upon, among other things, the services of Bill Walton,  CEO, president
          and director. The loss of Mr. Walton's services, for any reason, could
          have a  material  adverse  effect  on  our  business,  operations  and
          financial condition. We do not have an employment agreement or key-man
          life insurance  policy for Mr.  Walton.  The expansion of our business
          will place further  demands on existing  management and future growth.
          Future  profitability will depend, in part, on our ability to hire and
          retain the necessary  personnel to operate our  business.  There is no
          certainty  that we will be able to  identify,  attract,  hire,  train,
          retain and motivate  other highly skilled  technical,  administrative,
          managerial,  marketing and customer service personnel. Competition for
          such  personnel is intense and there is no  certainty  that we will be
          able  to  successfully  attract,   integrate  or  retain  sufficiently
          qualified  personnel.  The failure to attract and retain the necessary
          personnel  could have a  materially  adverse  effect on our  business,
          operations and financial condition.

     o    WE ARE IN AN  INTENSELY  COMPETITIVE  INDUSTRY  WITH FEW  BARRIERS  TO
          ENTRY.  The  software  industry  is  highly  competitive  and  has few
          barriers to entry.  There are numerous  competitors  offering  various
          components of the type of software and services we offer.  Also, there
          is no certainty  that  additional  competitors  will not enter markets

                                       11
<PAGE>
          that we  intend to serve.  We  believe  that our  ability  to  compete
          depends on many factors  both within and beyond our  control.  At this
          time,  there are other companies  offering  similar  services as those
          intended to be offered by our company.  It should be expected  that in
          the future we would be competing with  additional  companies,  many of
          which may have greater financial resources than our company.  There is
          no  certainty  that we will be able to  compete  successfully  in this
          market.

     o    WE ARE CURRENTLY  CONTROLLED BY OUR PRINCIPAL  STOCKHOLDERS,  OFFICERS
          AND  DIRECTORS.  As of June  30,  2004,  our  directors  and  officers
          beneficially  own  5,424,225  shares  or  approximately  20.05% of our
          outstanding common stock. This concentration of ownership may have the
          effect of delaying or  preventing  a change in control of the company.
          We lack disinterested,  independent  directors as our directors have a
          direct financial interest in the company.

     o    OUR  SURVIVAL  DEPENDS  ON  OUR  ABILITY  TO  ADAPT  TO  TECHNOLOGICAL
          CHALLENGES. The market in which we compete is characterized by rapidly
          changing  technology,  evolving  industry  standards,  low barriers to
          entry, enhancements to existing software, and evolving customer needs.
          Consequently,  our  success  will  depend on our  ability  to adapt to
          rapidly changing technology, evolving industry standards, low barriers
          to entry,  software  enhancements,  and evolving customer needs and to
          continually  improve the performance,  features and reliability of our
          software and  services.  Failure to adapt to such changes could have a
          material  adverse  effect on its business,  operations,  and financial
          condition.  In addition,  the adaptation to such changes could require
          substantial  capital resources that may not be available when required
          or may  not be  available  on  favorable  terms,  which  could  have a
          material  adverse  effect on our  business,  operations  and financial
          condition.

     o    OUR PRODUCTS MAY CONTAIN ERRORS.  Software products like those we sell
          often contain undetected errors or performance problems.  Such defects
          are most frequently found during the period immediately  following the
          introduction  of new products or  enhancements  to existing  products.
          Despite  extensive  product testing prior to their  introduction,  our
          products may contain  software  errors that will be  discovered  after
          commercial introduction. Despite the precautions taken to ensure error
          free  software,  there  is no  guarantee  that  we  will  not be  held
          responsible for possible damages to customers, customers' projects, or
          other  miscellaneous  damages.  There is no  certainty  that errors or
          performance  problems will not be discovered in the future. Any future
          software defects  discovered after shipment to a customer could result
          in loss of revenues,  unexpected costs or delays in market acceptance,
          any of which could have a material adverse effect on the company.

     o    WE MAY NOT BE ABLE TO RETAIN OUR DISTRIBUTION  RIGHTS. We have secured
          the  North   American   license  rights  for   distribution   of  core
          technologies  inherent  within  our  software.  Should we fail to meet
          certain  terms and  conditions  within these  agreements,  there is no
          guarantee  that we will retain these  distribution  rights which could
          have a  material  adverse  effect  on  our  business,  operations  and
          financial condition.

     o    OUR  SUCCESS  MAY  DEPEND  ON  THE  SUCCESS  OF  OUR   RESELLERS   AND
          DISTRIBUTORS.  We intend to offer the  majority  of our  software  and
          services  through the  Internet  and through a network of  independent
          resellers  and  distributors.   Our  success  is  dependent  upon  the
          acceptance  of the Internet as a  distribution  mechanism  for selling
          software products and on the ability of our resellers and distributors
          to implement viable marketing  initiatives.  Many of our resellers and
          distributors  may carry  products  from several  different  companies,
          including products that may compete with our software. There is a risk
          that  these  resellers  and  distributors  will give  priority  to the
          products of other suppliers.  The reduction or loss in sales by one or
          more of our key resellers or distributors, or the inability to attract
          new resellers and  distributors,  could have a material adverse effect
          on the company.

     o    WE MAY BE  SUBJECT  TO  PRODUCT  OBSOLESCENCE.  The  markets  for  our
          products   are   characterized   by   evolving   industry   standards,
          technological changes and changing customer needs. The introduction of
          products embodying new technologies and the emergence of new hardware,
          software or computer aided design  standards could render our existing
          products  obsolete and  unmarketable.  Consequently,  our success will

                                       12
<PAGE>
          depend upon our ability to successfully  develop and introduce new and
          enhanced   products  that  evolve  with   technological  and  industry
          developments,  industry  standards and customer needs.  The timing and
          success of product  development is  unpredictable  due to the inherent
          uncertainty in anticipating technological  developments,  difficulties
          in identifying and correcting design flaws and market acceptance.  Any
          significant delay in releasing new products or enhancements could have
          a  material   adverse  effect  on  the  success  of  new  products  or
          enhancements that could have a material adverse effect on our company.
          There is no certainty  that we will be able to introduce  new products
          on a  timely  basis,  that  such  products  will  achieve  any  market
          acceptance  or that any such market  acceptance  will be sustained for
          any significant period.  Failure of new products to achieve or sustain
          market acceptance could have a material adverse effect on our company.
          We also depend on  technology  from third  parties and should there be
          any  problems  or delays in new  software  versions  from these  third
          parties, this could have a material adverse effect on our company.

     o    WE MAY BE SUBJECT TO MISAPPROPRIATION OF OUR INTELLECTUAL PROPERTY. We
          have entered into  confidentiality and assignment  agreements with our
          employees and contractors,  and non-disclosure agreements with outside
          parties  with which we conduct  business,  in order to limit access to
          and disclosure of our proprietary information.  There is not certainty
          that these  contractual  arrangements  will  protect our  intellectual
          property from  misappropriation  or deter third party  development  of
          similar technologies. We pursue registration of our trademarks and may
          license our proprietary rights to third parties. While we will attempt
          to ensure  the  quality  of our brand  names  are  maintained  by such
          licensees,  there is no certainty  that such  licensees  will not take
          action that might materially  adverse effect our business,  operations
          and financial condition.

     o    THERE IS A RISK THAT WE MAY BE NOTIFIED THAT OUR TECHNOLOGIES INFRINGE
          THE PROPRIETARY  RIGHTS OF THIRD PARTIES.  We expect that participants
          in our markets will be increasingly  subject to infringement claims as
          the number of services and competitors in our industry segments grows.
          Any such claim, whether meritorious or not, could be time consuming or
          result in costly  litigation.  Any such  claim  could  have a material
          adverse effect on our business, operations and financial condition.

     o    WE ARE SUBJECT TO  POTENTIAL  SYSTEM  DOWNTIME  RISKS.  Our ability to
          develop  products and to provide quality  customer service will depend
          on the  efficient  and  uninterrupted  operation  of our  computer and
          communications   hardware  systems.   Backup  of  software,  data  and
          information  will be stored  within the premises of the company and at
          outside  premises with third  parties.  Our systems and operations are
          vulnerable to damage or  interruption  from natural  disasters,  fire,
          power loss,  telecommunications failures, vandalism, theft and similar
          events. The occurrence of such events could result in interruptions in
          the services we provide. In addition,  the failure by third parties to
          provide the data  communications  capacity we require,  as a result of
          natural disasters, human error or other operational disruption,  could
          also result in interruptions of our services.  Any interruption of our
          services  could  have a  material  adverse  effect  on  our  business,
          operations or financial condition.

     o    OUR  BUSINESS  IS  DEPENDENT  ON  THE   MAINTENANCE  OF  THE  INTERNET
          INFRASTRUCTURE FOR THE DISTRIBUTION OF OUR SOFTWARE AND SERVICES.  Our
          success will depend,  in part,  upon the  maintenance  of the Internet
          infrastructure,  as a reliable  network  backbone  with the  necessary
          speed,  data capacity,  and security.  To the extent that the Internet
          continues to experience increased numbers of users,  frequency of use,
          or increased  requirements  of users,  there is no certainty  that the
          Internet  infrastructure  will  continue  to be  able to  support  the
          demands  placed on it or that the  performance  or  reliability of the
          Internet will not be adversely  affected.  However, it is management's
          belief that based upon historical evidence our business will evolve as
          the Internet evolves.

     o    WE RISK  CAPACITY  CONSTRAINTS  ON OUR  WEBSITE.  A key element of our
          strategy  is to  generate a high  volume of  traffic  on our  website.
          Accordingly,   the   satisfactory   performance,    reliability,   and
          availability  of  our  website  and  network  infrastructure  will  be
          critical to our reputation and ability to attract and retain customers
          and maintain  adequate  customer service levels.  To a certain extent,

                                       13
<PAGE>
          but not  exclusively,  our  revenues  will  depend  upon the number of
          visitors  who select  customers  through our website and the volume of
          customers that we are able to attract. Any substantial increase in the
          volume of traffic on our website will require us to expand and upgrade
          further  our  technology  and network  infrastructure.  We can give no
          assurance  that we will be able  to  accurately  project  the  rate or
          timing of  increases,  if any,  in the use of our  website  nor can we
          assure we will be able to timely  expand and  upgrade  our systems and
          infrastructure to accommodate such increases.  In addition, even if we
          are able to project  such needs,  there is no  certainty  that we will
          have sufficient capital to adequately and timely expand or upgrade our
          systems and infrastructure.

     o    GOVERNMENTAL   REGULATION  AND  LEGAL  UNCERTAINTIES  MAY  AFFECT  OUR
          BUSINESS.  We are not  currently  subject to direct  regulation by any
          governmental agency,  other than regulations  applicable to businesses
          generally,  and laws or  regulations  directly  applicable  to  online
          commerce.  However,  due to the  increasing  popularity and use of the
          Internet and other online  services,  it is possible  that a number of
          laws and  regulations  may be adopted  with respect to the Internet or
          other online services  covering issues such as user privacy,  pricing,
          content, copyrights,  distribution, and characteristics and quality of
          products and services.  Furthermore, the growth and development of the
          market  for  online  commerce  may  prompt  calls  for more  stringent
          consumer  protection laws that may impose additional  burdens on those
          companies  conducting  business online. The adoption of any additional
          laws or  regulations  may decrease the growth of the Internet or other
          online  services,  which could,  in turn,  decrease the demand for our
          products  and  services  and  increase  our  cost of  doing  business.
          Moreover,  the applicability to the Internet and other online services
          of existing  laws in various  jurisdictions  governing  issues such as
          property ownership,  sales and other taxes, libel and personal privacy
          is uncertain and may take years to resolve.  Any such new legislation,
          the application of laws and regulations from jurisdictions  whose laws
          do not currently apply to our business, or the application of existing
          laws to the  Internet  could  have a  material  adverse  effect on our
          business.

     o    WE FACE  FOREIGN  EXCHANGE  RATE  EXPOSURE.  We offer  payment for our
          software  and  services  in  U.S.  dollars  only,  even  for  non-U.S.
          customers.  With the  majority of expenses  expected to be in Canadian
          dollars,  we will be exposed to fluctuations in foreign exchange rates
          from both a transactional  and translational  perspective.  There is a
          risk that  foreign  exchange  rate  fluctuations  between the Canadian
          dollar and the U.S. dollar will be disadvantageous to the company.

     o    WE DO  NOT  INTENT  TO  PAY  DIVIDENDS  ON  OUR  COMMON  STOCK  IN THE
          FORSEEABLE   FUTURE.  We  cannot  assure  you  that  we  will  achieve
          sufficient  earnings to pay cash  dividends on our common stock in the
          future.   We  intend  to  retain  earnings  to  fund  our  operations.
          Therefore,  we do not  anticipate  paying  any cash  dividends  on our
          common stock in the foreseeable future.

     o    OUR  COMMON  STOCK  PRICE IS  HIGHLY  VOLATIBLE  AND  SUBJECT  TO WIDE
          FLUCTUATIONS  AND MARKET RISK. The market price of our common stock is
          highly  volatile  and is subject to wide  fluctuations  in response to
          factors such as actual or  anticipated  changes in operating  results,
          changes in financial estimates by securities analysts, new products or
          services introduced by the company or our competitors,  conditions and
          trends in the software  markets,  general market  conditions and other
          factors.  Historically,  the trading volume of our stock has been low,
          which  may  amplify  changes  in  our  stock  price  especially  if  a
          significant  amount of our stock is sold.  Our stock trades on the OTC
          Bulletin  Board,  which may make if more  difficult  for  investors to
          trade our stock, or to obtain accurate quotations for the market value
          of our stock as compared to stock which trades on larger exchanges.

     o    OUR COMMON STOCK IS SUBJECT TO THE "PENNY  STOCK" RULES OF THE SEC AND
          THE  TRADING  MARKET  IN  OUR  SECURITIES  IS  LIMITED,   WHICH  MAKES
          TRANSACTIONS  IN OUR STOCK  CUMBERSOME  AND MAY REDUCE THE VALUE OF AN
          INVESTMENT IN OUR STOCK.  The Securities  and Exchange  Commission has
          adopted  Rule  15g-9  which  establishes  the  definition  of a "penny
          stock," for the purposes  relevant to us, as any equity  security that
          has a market  price of less than  $5.00 per share or with an  exercise
          price of less than $5.00 per share, subject to certain exceptions. For
          any  transaction  involving a penny stock,  unless  exempt,  the rules
          require:

                                       14
<PAGE>

     o    that a broker or dealer approve a person's account for transactions in
          penny stocks; and
     o    the broker or dealer receive from the investor a written  agreement to
          the transaction,  setting forth the identity and quantity of the penny
          stock to be purchased.

In order to approve a person's  account for  transactions  in penny stocks,  the
broker or dealer must:

     o    obtain financial  information and investment  experience objectives of
          the person; and
     o    make a reasonable  determination that the transactions in penny stocks
          are suitable for that person and the person has  sufficient  knowledge
          and  experience in financial  matters to be capable of evaluating  the
          risks of transactions in penny stocks.

The broker or dealer  must also  deliver,  prior to any  transaction  in a penny
stock, a disclosure  schedule prescribed by the Commission relating to the penny
stock market, which, in highlight form:

     o    sets  forth  the  basis  on  which  the  broker  or  dealer  made  the
          suitability determination; and
     o    that the broker or dealer  received a signed,  written  agreement from
          the investor prior to the transaction.

     Generally,   brokers  may  be  less  willing  to  execute  transactions  in
     securities  subject  to the  "penny  stock"  rules.  This  may make it more
     difficult  for investors to dispose of our common stock and cause a decline
     in the market value of our stock.

     Disclosure also has to be made about the risks of investing in penny stocks
     in both public offerings and in secondary trading and about the commissions
     payable  to  both  the  broker-dealer  and the  registered  representative,
     current quotations for the securities and the rights and remedies available
     to an  investor  in cases of fraud in penny  stock  transactions.  Finally,
     monthly  statements have to be sent disclosing recent price information for
     the penny stock held in the account and  information  on the limited market
     in penny stocks.

REPORTS TO SECURITY HOLDERS

Although  we are not  required  to deliver  our annual or  quarterly  reports to
security  holders,  we would be pleased to forward this  information to security
holders  upon  receiving  a written  request to receive  such  information.  The
reports and other  information  filed by us will be available for inspection and
copying  at the public  reference  facilities  of the  Securities  and  Exchange
Commission located at 450 Fifth Street, N. W., Washington, D.C. 20549.

Copies  of such  material  may be  obtained  by mail from the  Public  Reference
Section of the  Securities and Exchange  Commission at 450 Fifth Street,  N. W.,
Washington, D.C. 20549, at prescribed rates. Information on the operation of the
Public Reference Room may be obtained by calling the SEC at  1-800-SEC-0330.  In
addition,  the  Commission  maintains a World Wide  Website on the  Internet at:
http://www.sec.gov  that contains reports,  proxy and information statements and
other  information  regarding  registrants  that  file  electronically  with the
Securities and Exchange Commission.

ITEM 2.  DESCRIPTION OF PROPERTY.

Our principal facilities are located in Calgary, Alberta occupying approximately
3,000 square feet of office  space.  Our facility is leased on a  month-to-month
basis,  with no  specified  end date or future  obligation.  We believe that our
existing  facilities  are  suitable  and  adequate to meet our current  business
requirements.


                                       15
<PAGE>
ITEM 3.  LEGAL PROCEEDINGS.

JAY & ASSOCIATES, LLC VS. GIVEMEPOWER INC.

On August 20,  2003,  GiveMePower,  Inc .our  operating  subsidiary,  received a
notice from the International  Centre for Dispute Resolution ("ICDR") pertaining
to a Demand for Arbitration dated August 7, 2003 of a controversy arising out of
a contract dispute between GiveMePower, Inc. and the Claimant, Jay & Associates,
LLC d/b/a  Elite  Equity  Marketing  ("Elite"),  a  Maryland  limited  liability
company.  The Claimant has requested  that the hearing be held in New York,  NY,
USA.

Under the Demand for Arbitration, Elite claims that GiveMePower had a consulting
agreement  with Elite whereby  GiveMePower  would issue up to 735,290  shares of
common  stock  plus up to  1,000,000  warrants  to acquire  GiveMePower  shares.
GiveMePower  issued  Elite  298,118  shares and has not  issued  any  additional
shares,  nor released any warrants from escrow due to Elite not  performing  the
required  services.  A  $165,000.00  accrued  liability  has  been  recorded  by
GiveMePower  related to the this consulting  agreement.  Although an accrual has
been made,  GiveMePower  believes this case to be without  merit and  Management
does not believe that Elite will prevail.

TODD DOUGLAS NOBLE VS. GIVEMEPOWER INC.

On October 27, 2003,  GiveMePower,  Inc., our operating  subsidiary,  received a
notice from the  Provincial  Court of Alberta,  Civil Claims,  wherein Mr. Noble
alleged that GiveMePower,  Inc. failed to pay him certain moneys for services he
performed for the Company.  We believe this case, as it relates to  GiveMePower,
to be without merit and Management does not believe that Mr. Noble will prevail.
The requested payment by Mr. Noble is approximately $13,000.

In response to the Noble Claim,  on the 17th day of November  2003,  GiveMePower
Inc. filed a Dispute Note and Counterclaim  with the Provincial Court of Alberta
Civil Claims . It consisted of a detailed defence of the claim for funds claimed
by Mr. Noble  together with a  counterclaim  against Mr. Noble claiming from him
the  minimum sum of $36,000 in damages.  Mr.  Noble has filed a Dispute  Note to
this Counterclaim.

By agreement  between the parties  evidenced by a Consent Order,  both the Noble
Claim and the GiveMePower  Counterclaim  were transferred to the Court of Queens
Bench of Alberta on April 2, 2004 and are both still pending.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

                                       16
<PAGE>


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information

Our  common  stock is  traded  over the  counter  and is  quoted by the Over The
Counter  Bulletin  Board (OTCBB) under the trading symbol GMPW. Our common stock
began trading on the OTCBB  effective  March 28, 2002.  Prior to this date,  our
common stock was quoted on the National  Quotation  Bureau ("Pink Sheets") which
commenced  December 20, 2000 when we entered into our reverse merger with TelNet
World Communications, Inc.

The  market  prices  noted  below  were  obtained  from the  OTCBB  and  reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.


                        Fiscal 2004                       Fiscal 2003
                        High                Low           High             Low
First Quarter           $.60                $.53          $.36             $.10
Second Quarter          $.59                $.53          $.14             $.04
Third Quarter           $.54                $.50          $.17             $.05
Fourth Quarter          $.40                $.36          $.25             $.10

Holders

As of June 30, 2004, the approximate number of holders of record of Common Stock
of the Company was 1,591 as compared to 1,058 as of June 30, 2003.

Dividends

We have not declared any cash  dividends on our common stock since our inception
and do not anticipate paying any dividends in the foreseeable future. We plan to
retain any future  earnings for use in our business.  Any decisions as to future
payment of dividends will depend on our earnings and financial position and such
other factors as the Board of Directors deems relevant.

RECENT SALE OF UNREGISTERED SECURITIES

Unless otherwise noted, the issuances noted below are all considered exempt from
registration  by  reason  of  Section  4(2) of the  Securities  Act of 1933,  as
amended.

2004 TRANSACTIONS

During  the  fourth  quarter,  the  Company  issued  22,243  shares  to  several
organizations for services rendered in connection with marketing,  communication
services, legal and financial consulting services with a value of $7,832.

The issuances were considered exempt by reason of Regulation D of the Securities
Act of 1933  and  Rule  506  promulgated  thereunder,  and  Section  4(2) of the
Securities Act of 1933.

                                       17
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The following  information  should be read in conjunction  with the consolidated
financial  statements and the notes thereto contained  elsewhere in this report.
The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for  forward-looking  statements.  Information  in this  Item  6,  "Management's
Discussion and Analysis or Plan of Operation," and elsewhere in this 10-KSB that
does  not  consist  of  historical  facts,  are  "forward-looking   statements."
Statements  accompanied  or  qualified  by, or  containing  words such as "may,"
"will,"  "should,"   "believes,"   "expects,"  "intends,"  "plans,"  "projects,"
"estimates,"  "predicts,"  "potential,"  "outlook,"  "forecast,"  "anticipates,"
"presume," and "assume" constitute forward-looking  statements, and as such, are
not a guarantee of future performance. The statements involve factors, risks and
uncertainties  including those discussed in the "Risk Factors" section contained
elsewhere in this  report,  the impact or  occurrence  of which can cause actual
results  to  differ  materially  from the  expected  results  described  in such
statements.  Risks and uncertainties can include, among others,  fluctuations in
general  business  cycles and changing  economic  conditions;  changing  product
demand and  industry  capacity;  increased  competition  and pricing  pressures;
advances in technology that can reduce the demand for the Company's products, as
well as other factors, many or all of which may be beyond the Company's control.
Consequently,  investors  should not place  undue  reliance  on  forward-looking
statements as predictive of future results. The Company disclaims any obligation
to update the forward-looking statements in this report.

Comparison of results for the fiscal years ended June 30, 2004 and June 30, 2003

The current year's net loss was $1,453,622,  an increase of $263,460 or 22.1% in
comparison to the previous fiscal period.

REVENUES

Revenue  totaled  $117,391 for the current  fiscal period as compared to $96,115
during fiscal 2003, an increase of $21,276 or 22.1%.

Retail Revenue

Retail  revenue  totaled  $82,173 for the current  fiscal  period as compared to
$56,975 during fiscal 2003, an increase of $25,198 or 44.2%.

Embedded Revenue

Embedded  revenue  totaled  $35,218 for the current fiscal period as compared to
$39,140 during fiscal 2003, a decrease of $3,922 or 10%.

OPERATING EXPENSES

Cost of Sales

Cost of sales  totaled  $11,288  for the  current  fiscal  period as compared to
$1,628 during fiscal 2003, an increase of $9,660.  Cost of sales is comprised of
CD costs, CD packaging and payments to third parties.

Selling, Sales and Marketing

Selling,  sales and marketing  expenses  totaled $109,075 for the current fiscal
period as compared to $8,920 during fiscal 2003, an increase of $100,155.  Sales
and  marketing  expenses  increased due to the  concentrated  effort to increase
corporate  awareness  of  our  expanding  product  line  as we  move  closer  to
implementing our strategies for broader  commercial  market  introduction of our

                                       18
<PAGE>
retail and embedded products and services.

General and Administrative

General and  administrative  expenses  totaled  $911,076 for the current  fiscal
period as compared to  $1,002,800  during  fiscal 2003, a decrease of $91,724 or
9.1%.  General  and  administrative  decreased  as we  continue  to rely less on
external consultants both in professional services, legal and general advisory.

R&D - Product Development

Product  development  expenses totaled $236,866 for the current fiscal period as
compared to $252,199 during fiscal 2003. The majority of our product development
costs resulted from our obligation to make minimum  quarterly  payments to Felix
Computer  Aided   Technologies  GmbH  (Felix)  in  return  for  ongoing  product
development  that commenced in February 2001 upon execution of an agreement with
Felix.

Depreciation

Depreciation  expense  remained  constant  and  reflects the addition of capital
assets acquired during the current and previous fiscal periods.

Interest Expense

Interest  expense totaled  $300,991 for the current fiscal period as compared to
$10,061 during fiscal 2003. Under generally accepted accounting  principles,  we
are required to record the value of the beneficial  conversion  feature of these
convertible  debentures as a debt  discount.  The remaining  debt discount to be
amortized on the convertible notes is approximately $178,133. This debt discount
will  be  amortized  and  charged  to  interest  expense  over  the  term of the
respective note  agreements.  In the event the investors  convert the debentures
prior to the  maturity of the  agreements  then  generally  accepted  accounting
principles require us to expense the unamortized balance of the debt discount in
full.

Statements of Cash Flow

Cash Flow from Operations

For the year ended June 30, 2004, our net cash used in operating  activities was
$710,086 as compared to $271,862 for fiscal 2003,  an increase of $438,224  from
the  prior  fiscal  period.  We used  more  cash in our  operations  than in the
previous  period  largely  because we began  issuing  fewer number of shares for
settlement  of services,  focusing on the  development  and  enhancement  of our
principal  products and services,  and enhancing our website and other  delivery
mechanisms in anticipation of increased future sales and marketing activities.

Capital Expenditures

For the year ended June 30, 2004 we had net capital  expenditures  of $5,436 for
various  computer  and  equipment  items in  comparison  of NIL for the previous
fiscal  period.  We expect  to incur  future  capital  expenditures  for  office
furniture and computer equipment if and when we hire new employees and/or expand
our operations.

Financing Activities

For the year ended June 30, 2004 we received  net of  repayments  of $590,698 of
cash as compared to $344,674 from the prior fiscal period.

                                       19
<PAGE>
Future Results

The results of operations  for Fiscal 2004 and Fiscal 2003  presented  above are
not  necessarily  indicative  of the results to be expected for upcoming  fiscal
years and will depend on a number of factors including,  but not limited to, the
following: timing of launch, access to capital, competition, market penetration,
market acceptance, and marketing initiatives.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2004, we had negative  working capital of $755,582 as compared to
negative  working  capital of  $250,077  in the prior  fiscal  period.  Non-cash
current  liabilities  consisting of $231,133 in Notes payable are intended to be
settled by  conversion  to common  stock.  We will  continue to rely on external
sources of capital to finance the execution of our business plan. We do not have
any firm  commitments  to raise  additional  capital nor is there any  assurance
additional  capital will be available at acceptable  terms.  We continue to seek
additional sources of funding for working capital purposes.

Based upon our  substantial  accumulated  losses since  inception  ($5,153,428),
including a loss of $1,453,622 for the year ended June 30, 2004, working capital
deficiency ($755,582) and stockholders'  deficiency ($750,377) at June 30, 2004,
our current  rate of cash  consumption,  the  uncertainty  of  liquidity-related
initiatives  described  in  detail  below,  and the  reasonable  possibility  of
on-going   negative   impacts  on  our  operations  from  the  overall  economic
environment for a further unknown period of time, there is substantial  doubt as
to our  ability to  continue  as a going  concern.  We  anticipate  that we will
require  up  to  approximately  $400,000  to  $800,000  to  fund  our  continued
operations  for the next  twelve  months,  depending  on revenues  derived  from
operations.

Our audited consolidated financial statements have been prepared on a basis that
contemplates  our  continuation as a going concern and the realization of assets
and liquidation of liabilities in the ordinary  course of business.  Our audited
consolidated  financial  statements  do not  include any  adjustments,  with the
exception of the  provision  to reduce the carrying  values of the assets of the
subsidiaries in liquidation to their estimated net realizable value, relating to
the  recoverability  and classification of recorded asset amounts or the amounts
and classification of liabilities that might be necessary should we be unable to
continue as a going concern.  If we fail to raise capital when needed,  the lack
of  capital  will have a  material  adverse  effect on our  business,  operating
results and financial condition.

The  successful  implementation  of our  business  plan has  required,  and will
require on a going forward  basis,  sufficient  funds to finance (i)  continuing
ongoing operations, (ii) further development of our software technologies, (iii)
settlement  of  existing  liabilities  including  use of cash and or issuance of
shares, and (iv) possible selective acquisitions of software licenses to achieve
the products we believe will be necessary to remain  competitive in the computer
aided drawing industry.  There can be no assurance that we will be successful in
raising the necessary funds.

During fiscal 2004, the continued softness in the software industry continued to
have a substantial negative impact on our results of operations.  These factors,
in  combination  with our  continuing  negative  operating  cash  flows,  placed
significant  pressures on our financial  condition and liquidity and  negatively
impacted our operations.  Operating  activities  resulted in cash consumption of
$710,086 in 2004 primarily due to our losses.  During fiscal 2004, we funded our
operating  activities  primarily  with  $590,698  from debt  financing and stock
issuances  of  $374,601  for  administrative  services,  fees and other  similar
expenses. At June 30, 2004, we had approximately $154,061 of cash on hand.

Outlook

Our  sources  of ongoing  liquidity  include  the cash flows of our  operations,
potential  new  credit  facilities,  and  potential  additional  equity  or debt

                                       20
<PAGE>
investments.  Consequently,  we continue to aggressively  pursue additional debt
and equity financing, the restructuring of certain existing debt obligations and
the reduction of our operating  expenses.  In addition,  we have  structured our
overall  operations and resources around high gross margin  enterprise  products
and services.  However, in order to remain in business, we must raise additional
cash in a timely and prudent fashion.

The  following  initiatives  related to raising  the  required  funds,  settling
liabilities and/or reducing expenses have been completed or are in process:

     o    Finalizing  an updated  business plan to be used as a guiding tool for
          the next 12 month period;
     o    Leverage the business plan to enter into term sheet  negotiations with
          appropriate venture capitalists;
     o    Entering  discussions  with our major  vendor to settle  approximately
          $600,000 of indebtedness;
     o    Renegotiating   future  royalty   payments  with  our  major  software
          supplier; and
     o    Maintaining fiscal  responsibility  towards general and administrative
          expenses.


                                       21
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.

                    GIVEMEPOWER CORPORATION AND SUBSIDIARIES



                          INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                                                                             Page

<S>                                                                                          <C>
          Reports of Independent Registered Public Accounting Firm                           F-2

          Consolidated Balance Sheet as of June 30, 2004                                     F-3

          Consolidated Statements of Operations for the years ended
          June 30, 2004 and 2003                                                             F-4

          Consolidated Statement of Stockholders' Deficit for the years ended
          June 30, 2004 and 2003                                                             F-5

          Consolidated Statements of Cash Flows for the years ended
          June 30, 2004 and 2003                                                             F-6

          Notes to Consolidated Financial Statements                                      F-7 - F-11
</TABLE>

                                      F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT

Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders
   GiveMePower Corporation
   Calgary, Alberta, Canada

We have audited the accompanying consolidated balance sheet of GiveMePower
Corporation as of June 30, 2004 and the related statements of operations,
changes in stockholders' deficit and cash flows for each of the two years then
ended. These financial statements are the responsibility of GiveMePower
Corporation's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of GiveMePower
Corporation as of June 30, 2004 and the results of its operations and its cash
flows for each of the two years then ended in conformity with accounting
principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming
that GiveMePower will continue as a going concern. GiveMePower has suffered
recurring losses from operations, which raises substantial doubt about its
ability to continue as a going concern. Management's plans are described in Note
2 to the consolidated financial statements. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

MALONE & BAILEY, PLLC
www.malone-bailey.com
Houston, Texas
September 10, 2004

                                      F-2
<PAGE>
                             GIVEMEPOWER CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                  June 30, 2004
<TABLE>
<CAPTION>

         ASSETS
<S>                                                                                             <C>
Current Assets
  Cash                                                                                          $  154,061
  Accounts receivable                                                                                9,489
  Other                                                                                              1,204
                                                                                                ----------

         Total Current Assets                                                                      164,754
                                                                                                ----------

Property and Equipment, net                                                                          5,205
                                                                                                ----------

TOTAL ASSETS                                                                                    $  169,959
                                                                                                ==========


         LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Accounts payable                                                                              $  452,672
  Accrued expenses                                                                                 191,312
  Note payable                                                                                     231,133
  Note payable to related party                                                                     45,126
  Other                                                                                                 93
                                                                                                ----------

         Total Current Liabilities                                                                 920,336
                                                                                                ----------

Commitment and Contingencies

Stockholders' Deficit
  Common stock, $.001 par value, 50,000,000 shares
    authorized, 27,049,433 shares issued and outstanding                                            27,051
  Paid in capital                                                                                4,175,455
  Retained deficit                                                                              (5,153,428)
  Other comprehensive income:
    Equity adjustment on foreign currency translation                                              200,545
                                                                                                ----------

         Total Stockholders' Deficit                                                              (750,377)
                                                                                                ----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                     $  169,959
                                                                                                ==========

</TABLE>

                 See accompanying summary of accounting policies
                        and notes to financial statements

                                      F-3
<PAGE>

                             GIVEMEPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       Years Ended June 30, 2004 and 2003
<TABLE>
<CAPTION>


                                                                                  2004                  2003
                                                                                 -----------           -----------
<S>                                                                             <C>                   <C>
Revenues                                                                        $   117,391           $    96,115

Cost of sales                                                                        11,288                 1,628
                                                                                 -----------           -----------

Gross Profit                                                                        106,103                94,487
                                                                                 -----------           -----------
Operating expenses
  Selling                                                                           109,075                 8,920
  General and administrative                                                        911,076             1,002,800
  Research and development                                                          236,866               252,199
  Depreciation and amortization                                                       8,336                10,669
                                                                                 -----------           -----------

Total operating expenses                                                          1,265,353             1,274,588
                                                                                 -----------           -----------

Operating loss                                                                   (1,159,250)           (1,180,101)
                                                                                 -----------           -----------

Other income and expenses
  Gain from currency transactions                                                     6,619                     -
  Interest expense                                                                 (300,991)              (10,061)
                                                                                 -----------           -----------

Total other expenses                                                               (294,372)              (10,061)
                                                                                 -----------           -----------

NET LOSS                                                                        $(1,453,622)          $(1,190,162)
                                                                                 ===========           ===========

Basic and diluted loss per share                                                     $(0.05)               $(0.06)

Weighted average shares outstanding                                              27,028,668            19,620,813


</TABLE>
                 See accompanying summary of accounting policies
                        and notes to financial statements

                                       F-4
<PAGE>


                             GIVEMEPOWER CORPORATION
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                       Years Ended June 30, 2004 and 2003
<TABLE>
<CAPTION>

                                                  Common Stock              Accumulated                          Total
                                               ----------------------      Comprehensive      Retained         Stockholder's
                                           Shares           Amount            Income           Deficit          Deficit
                                        -----------       -----------      -----------       -----------       -----------
<S>                                      <C>               <C>             <C>               <C>                <C>
Balances, June 30, 2002                  15,500,116        $2,265,137      $  15,206         $(2,509,644)       $(229,301)

Shares issued for debt                    2,144,600           215,000              -                   -          215,000
Shares issued for services                5,154,889           611,458              -                   -          611,458
Sale of common stock                      3,592,059           261,660              -                   -          261,660
Options issued for services                       -            19,336              -                   -           19,336
Debt discount                                     -             9,314              -                   -            9,314
Comprehensive loss:
Net loss                                          -                 -              -          (1,190,162)      (1,190,162)
Foreign currency                                  -                 -         60,721                   -           60,721
                                                                                                              -----------
Total comprehensive loss                                                                                       (1,129,441)
                                        -----------       -----------      -----------       -----------       -----------

Balances, June 30, 2003                  26,391,664         3,381,905         75,927          (3,699,806)        (241,974)
Discount on notes payable for
beneficial conversion feature                                 446,000                                             446,000
Shares issued for services                  280,011           163,057                                             163,057
Shares issued for debt                      377,758           211,544                                             211,544

Comprehensive loss:
Net loss                                                                                      (1,453,622)      (1,453,622)
Foreign currency                                                             124,618                              124,618
                                                                                                               -----------
Total comprehensive loss                                                                                       (1,329,004)
                                        -----------       -----------      -----------       -----------       -----------

Balances, June 30, 2004                  27,049,433         4,202,506      $ 200,545         $(5,153,428)     $  (750,377)
                                        ===========                        ===========       ===========      ===========
                                    Less: par value            27,051
                                                          -----------

                                    Paid in capital       $ 4,175,455
                                                          ===========
</TABLE>


                 See accompanying summary of accounting policies
                        and notes to financial statements

                                      F-5
<PAGE>

                             GIVEMEPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       Years Ended June 30, 2004 and 2003
<TABLE>
<CAPTION>

                                                                                   2004                2003
                                                                                -------------       ------------
<S>                                                                             <C>                 <C>
Cash Flows Used in Operating Activities
  Net loss                                                                      $ (1,453,622)       $ (1,190,162)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Stocks issued for services                                                       163,057             630,794
    Stocks issued for notes payable                                                  211,544
    Non-cash interest                                                                      -               9,314
    Depreciation                                                                       8,336              10,669
  Changes in:
    Accounts receivable                                                               (8,101)               (303)
    Other current assets                                                               1,459               1,345
    Accounts payable                                                                 191,163             252,533
    Accrued expenses                                                                 184,620              13,948
    Other current liabilities                                                         (8,542)                  -
                                                                                -------------       ------------
Net Cash Used in Operating Activities                                               (710,086)           (271,862)

Cash Flows from Investing Activities
    Purchase of fixed assets                                                          (5,436)                  -
                                                                                -------------       ------------
Net Cash Used in Investing Activities                                                 (5,436)                  -

Cash Flows from Financing Activities
    Sale of stock                                                                          -             261,660
    Net change in note payable                                                       590,698              62,428
    Net change in note payable from related party                                          -              20,586
                                                                                -------------       ------------
Net Cash Provided by Financing Activities                                            590,698             344,674
                                                                                -------------       ------------
Effect of exchange rate changes on cash                                              124,618              56,801
                                                                                -------------       ------------


Net change in cash                                                                      (206)            129,613

CASH AND CASH EQUIVALENTS, beginning of year                                         154,267              24,654
                                                                                -------------       ------------
CASH AND CASH EQUIVALENTS, end of year                                          $    154,061        $    154,267
                                                                                =============       ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Payment of interest                                                           $          -        $          -
  Payment of income taxes                                                       $          -        $          -
</TABLE>



                 See accompanying summary of accounting policies
                        and notes to financial statements

                                      F-6
<PAGE>

                             GIVEMEPOWER CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of business. GiveMePower Corporation, a Nevada corporation formed in
April 2000, sells software geared to end users and developers involved in the
design, manufacture, and construction of engineered products located in Canada
and the United States, through its wholly owned Canadian subsidiary GiveMePower
Inc.

Principles of consolidation. The consolidated financial statements include the
accounts of GiveMePower and its subsidiary GiveMePower Inc. after the
elimination of intercompany transactions. All references to "GiveMePower"
include the transactions of GiveMePower and its subsidiary, accounted for on a
consolidated basis.

Cash and cash equivalents. For purposes of the cash flow statement, cash
equivalents include all highly liquid investments with original maturities of
three months or less.

Office equipment. Property and equipment consists of computer and office
equipment and is stated at cost. It is depreciated on a straight-line basis over
the estimated useful lives of 3-5 years.

Impairment. Impairment losses are recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount.

Revenue recognition. GiveMePower recognizes revenue when persuasive evidence of
an arrangement exists, delivery has occurred, the sales price is fixed or
determinable and collectibility is probable. Revenue is derived from sales of
PowerCAD software to end users, developer sign-up fees, and royalties per unit
purchased for resale from the sale of PowerENGINE to software developers, who
create and resell value-added applications. Revenue from software sales to end
users is recognized when the software is shipped. Developer sign-up fees consist
of the sale of software licenses and a one year help desk subscription to
developers. Experience has shown that the help desk subscription is
insignificant in cost and time and should not be deferred over time. Revenue
from developer sign-up fees is recognized when the licenses are delivered.
Royalty revenue from developers is recognized each time a developer obtains
alphanumeric codes that enable copies of the development engine to properly
function in the developer's end product. Warranty claims and customer help
services are considered insignificant.

Income taxes. Income tax expense is based on reported earnings before income
taxes. Deferred income taxes reflect the impact of temporary differences between
assets and liabilities recognized for financial reporting purposes and such
amounts recognized for tax purposes, and are measured by applying enacted tax
rates in effect in years in which the differences are expected to reverse.

Basic and diluted loss per common share. The basic net loss per common share is
computed by dividing the net loss applicable to common stockholders by the
weighted average number of common shares outstanding.

Diluted net loss per common share is computed by dividing the net loss
applicable to common stockholders, adjusted on an "as if converted" basis, by
the weighted average number of common shares outstanding plus potential dilutive
securities. For the years ended June 30, 2004 and 2003, potential dilutive
securities had an anti-dilutive effect and were not included in the calculation
of diluted net loss per common share.

Use of estimates. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America

                                      F-7
<PAGE>
requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses, as well as certain
financial statement disclosures. While management believes that the estimates
and assumptions used in the preparation of the financial statements are
appropriate, actual results could differ from these estimates.

New accounting pronouncement. GiveMePower does not expect the adoption of
recently issued accounting pronouncements to have a significant impact on its
results of operations, financial position or cash flow.

Foreign currency translation. GiveMePower's assets and liabilities are
translated to U.S. dollars at end-of-period exchange rates. The effects of this
translation are reported in other comprehensive income. Income statement
elements are translated to U.S. dollars at average-period exchange rates. Also
included in income are gains and losses arising from transactions denominated in
a currency other than Canadian dollars, the functional currency.

Stock-Based compensation. GiveMePower's Stock Option Plan provides for the grant
of non-qualified options to its directors, employees and consultants. In
addition, GiveMePower issues stock warrants from time to time to employees,
consultants, stockholders and creditors as additional financial incentives. The
plans and warrants issuance are administered by the Board of Directors, who have
substantial discretion to determine the recipients, amounts, time, price,
exercise terms, and restrictions, if any.

GiveMePower uses the intrinsic value method of calculating compensation expense,
as described and recommended by APB Opinion 25, and allowed by FASB Statement
123. During the years ended June 30, 2004 and 2003, no compensation expense was
recognized for the issuance of these options, because no option prices were
below market prices at the date of grant.

Had compensation cost for the GiveMePower's stock-based compensation plan been
determined based on the fair value at the grant dates for awards under those
plans consistent with the Black-Scholes option-pricing model suggested by FASB
Statement 123, GiveMePower's net losses and loss per share would not have
changed, as shown in the pro forma amounts indicated below:
<TABLE>
<CAPTION>
                                                                           Year Ended June 30,

                                                                       2004                  2003
                                                                       ----                  ----
<S>                                                                <C>                   <C>
Net loss, as reported                                              $(1,433,622)          $(1,190,162)

Deduct: Total stock-based employee

           compensation expense determined

           under the fair value based

           method for all awards                                             -               (11,000)

                                                                   ------------          ------------

Pro forma net loss                                                 $(1,433,622)          $(1,201,162)

                                                                   ============          ============

Loss per share:

Basic and diluted - as reported                                    $     (0.05)          $     (0.06)

                                                                   ============          ============

Basic and diluted - pro forma                                      $     (0.05)          $     (0.06)
                                                                   ============          ============
</TABLE>
                                      F-8
<PAGE>
The fair value of each option granted is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted average
assumptions used for grants in fiscal 2003: dividend yield and expected
volatility of 325%; risk-free interest rate of 3.0%, and expected lives of 5
years.


NOTE 2 - GOING CONCERN
GiveMePower's consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and settlement of
liabilities and commitments in the normal course of business for the foreseeable
future. Since inception in April 2000, GiveMePower has accumulated losses
aggregating $5,153,428, including a loss of $1,453,622 for the year ended June
30, 2004. GiveMePower had a working capital deficit of $755,582 and a
stockholders' deficit of $750,377 as at June 30, 2004. Management's plans for
GiveMePower's continued existence include cutting overhead costs, selling
additional stock or borrowing additional funds to increase marketing efforts to
raise its sales volume and leveraging third party agents to significantly
broaden current sales channels.

GiveMePower's future success is dependent upon its ability to achieve profitable
operations and generate cash from operating activities, and upon obtaining
additional financing. There is no assurance that GiveMePower will be able to
generate sufficient cash from operations or through the sale of additional
shares of common stock or borrow additional funds.

GiveMePower's ability to obtain additional cash could have a material adverse
effect on its financial position, results of operations and its ability to
continue in existence. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

NOTE 3 -LICENSE AGREEMENT
In February 2001 GiveMePower was granted a temporary license from Felix Computer
Aided Technologies GmbH ("Felix"), the developer and owner of the desktop
software FelixCAD and GDE which are being sold as PowerCAD and PowerENGINE by
GiveMePower. On August 10, 2001, GiveMePower issued 1,000,000 shares of its
stock to Felix in exchange for a 5-year license extension. Under the extended
agreement, GiveMePower is obligated to make minimum quarterly payments of
$50,000 starting January 2002 through December 2005. Felix has the right to
increase these minimum quarterly payments by up to 20% per year beginning
January 2004. Minimum maintenance fees may be used to offset the running
maintenance fees, which range from 10% (sales up to $1 million per year) to 7%
(sales over $6 million per year) of net sales, depending on the total net sales.
Minimum maintenance fees are charged to research and development as a period
cost. During the year ended June 30, 2003, GiveMePower agreed to issue 2,000,000
shares of common stock for $200,000 due to Felix under the agreement noted
above.

Also in February 2001 GiveMePower signed an agreement with Autopack GmbH for the
non-exclusive North American rights to distribute CE CAD, a 100% compatible
software to PowerCAD and PowerENGINE but designed for use on portable or
handheld computers. The initial term of the agreement is for 12 months with
automatic renewal terms of 12 months. Autopack has agreed to supply GMP with
ongoing upgrades, updates and technical support in exchange for a percentage of
net sales ranging from 25% to 50% based on cumulative licenses sold by
GiveMePower.

GiveMePower utilizes core technologies manufactured by Felix and Autopack which
form part of the Grabert Group of companies founded and owned by Wilfried
Grabert, who is also one of our directors. As noted above, GiveMePower issued
1,000,000 shares of its common stock to Felix in exchange for a five-year
license extension. The fair value of these shares was $500,000 ($0.50 per share)
and was recorded as compensation expense in June 2002.

As of June 30, 2004, GiveMePower was behind in the minimum required FelixCad
payments. No agreement to modify the original terms has occurred. $423,192 is
included in accounts payable as of June 30, 2004.

                                      F-9
<PAGE>
NOTE 4 - NOTE PAYABLE
Notes payable consists of advances from individual investors and existing
shareholders. These amounts totaling $499,000 during fiscal 2004. These notes
are unsecured, bear interest at 12%, and are repayable in one to five years.
These notes are convertible into 2,296,199 shares of common stock at conversion
prices ranging from $.17 to $.40 per share. Because these conversion prices are
below the market trading price of GiveMePower's common stock when the notes were
issued, a Beneficial Conversion Feature was created.

Under accounting rules proscribed by EITF 00-27, the notes are discounted by
$446,000 for this beneficial conversion feature. The discount is amortized over
the life of the note as interest expense. As of June 30, 2004, $178,133 of the
discount has been amortized. A summary is as follows:

              Previous notes payable balance                   $     86,435
              Amount converted to 377,758 shares                    (86,435)
              Amount of proceeds received                           499,000
              Amount of discount                                   (446,000)
              Amount of discount amortized
                 to June 30, 2004                                   178,133
                                                                -----------
              Amount shown as of June 30, 2004                 $    231,133
                                                                ===========

NOTE 5 - NOTE PAYABLE TO RELATED PARTY
Note payable to related party is due to a company owned by the President of
GiveMePower. This note carries no interest and is unsecured.


NOTE 6 - COMMITMENTS AND CONTINGENCIES
On August 20, 2003, GiveMePower, Inc. our operating subsidiary, received a
notice from the International Centre for Dispute Resolution ("ICDR") pertaining
to a Demand for Arbitration dated August 7, 2003 of a controversy arising out of
a contract dispute between GiveMePower, Inc. and the Claimant, Jay & Associates,
LLC d/b/a Elite Equity Marketing ("Elite"), a Maryland limited liability
company. The Claimant has requested that the hearing be held in New York, NY,
USA. Under the Demand for Arbitration, Elite claims that GiveMePower had a
consulting agreement with Elite whereby GiveMePower would issue up to 735,290
shares of common stock plus up to 1,000,000 warrants to acquire GiveMePower
shares. GiveMePower issued Elite 298,118 shares and has not issued any
additional shares, nor released any warrants from escrow due to Elite not
performing the required services. The dispute is being arbitrated currently and
management has an estimated amount likely to be due.

On October 27, 2003, GiveMePower, Inc., our operating subsidiary, received a
notice from the Provincial Court of Alberta, Civil Claims, wherein the former
CFO alleged that GiveMePower, Inc. failed to pay him certain moneys for service
she performed for the Company. GiveMePower believes this case will be settled
and an accrued liability of the estimated settlement of $10,000 is recorded.

NOTE 7 - OPTIONS AND WARRANTS
The following table summarizes stock option activity:

Outstanding, June 30, 2002                                            680,000
                                                                    =========
Exercisable at June 30, 2002                                          680,000
                                                                    =========
Weighted-average fair value of options,
 granted during the year                                            $    0.00
                                                                    =========

                                      F-10
<PAGE>
Outstanding, July 1, 2002                                             680,000
Granted                                                             1,030,000
Canceled or expired                                                  (200,000)
                                                                    ---------

Outstanding, June 30, 2004 and 2003                                 1,510,000
                                                                    =========

Exercisable June 30, 2004 and 2003                                  1,510,000
                                                                    =========

Weighted-average grant-date fair value
 of options, granted during the year                                $    0.00
                                                                    =========
Weighted-average remaining, years of
contractual life
                                                                    =========

Warrants outstanding and exercisable as of June 30, 2004:
<TABLE>
<CAPTION>
                                          ---Outstanding---                           Exercisable
Exercise Price               Number of Shares             Remaining Life          Number of Shares
<C>                                   <C>                           <C>                      <C>
$1.00                                 75,000                        1                        75,000
$0.25                                125,000                        1                       125,000
</TABLE>
NOTE 8 - COMMON STOCK
For the year ended June 30, 2004, GiveMePower issued 280,011 shares of common
stock for services valued at $143,057, based on the market price of the shares
when the services were performed. GiveMePower negotiated the payment of overdue
notes payable for $66,435 in face value plus $6,536 in accrued interest by
issuing 377,758 shares with a market value of $211,544. The difference was
recorded as interest expense.
<TABLE>
<CAPTION>
NOTE 9 - INCOME TAXES
<S>                                                                                   <C>
                  Deferred tax assets                                                 $ 1,745,673
                  Less: valuation allowance                                            (1,745,673)
                                                                                      -----------
                  Net deferred taxes                                                  $
                                                                                      ===========
</TABLE>
GiveMePower has a net operating loss of approximately $5,134,333 as of June 30,
2004 which can be carried forward 20 years.

NOTE 10 - MAJOR CUSTOMERS
During the year ended June 30, 2004 and 2003, major customers were as follows:
<TABLE>
<CAPTION>
                                                                       2004                2003
                                                                       ----                ----
<S>                                                                  <C>                 <C>
Cochrans Inc.                                                        $ 22,952            $ 10,498
Classy Closets                                                          2,003            $ 10,473
</TABLE>

                                      F-11
<PAGE>
ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

There have been no  disagreements  between the Company and its accountants as to
matters which require disclosure.

ITEM 8A - CONTROLS AND PROCEDURES

     a)   Evaluation of Disclosure Controls and Procedures. As of June 30, 2004,
          the  Company's  management  carried  out  an  evaluation,   under  the
          supervision  of  the  Company's  Chief  Executive  Officer  and  Chief
          Financial  Officer of the effectiveness of the design and operation of
          the Company's system of disclosure controls and procedures pursuant to
          the Securities  and Exchange Act, Rule  13a-15(e) and 15d-15(e)  under
          the Exchange Act).  Based upon that  evaluation,  the Chief  Executive
          Officer  and Chief  Financial  Officer  concluded  that the  Company's
          disclosure  controls and procedures were effective,  as of the date of
          their   evaluation,   for  the  purposes  of  recording,   processing,
          summarizing and timely reporting material  information  required to be
          disclosed  in  reports  filed  by the  Company  under  the  Securities
          Exchange Act of 1934.

     b)   Changes in  internal  controls.  There  were no  changes  in  internal
          controls  over  financial  reporting,  known  to the  Chief  Executive
          Officer or Chief  Financial  Officer that  occurred  during the period
          covered by this report that has materially  affected,  or is likely to
          materially  effect,  the  Company's  internal  control over  financial
          reporting.

                                       22
<PAGE>
ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

Directors and Officers

Our Bylaws  provide that the number of directors who shall  constitute the whole
board  shall be such  number  as the Board of  Directors  shall at the time have
designated.  We confirm that the number of authorized  directors has been set at
five pursuant to our bylaws.  Each director  shall be selected for a term of one
year and until his successor is elected and qualified. Vacancies are filled by a
majority  vote of the  remaining  directors  then in office  with the  successor
elected for the unexpired term and until the successor is elected and qualified.
All directors  officially  consented to join GMPW's Board of Directors effective
June 17, 2001.  Mr. Grabert was elected to the Board of Directors as part of the
licensing agreement with Felix Computer Aided Technologies GmbH.

Information pertaining to our directors and executive officers are as follows:
<TABLE>
<CAPTION>
NAME AND ADDRESS                              AGE      POSITIONS HELD             SINCE
----------------                              ---      --------------             -----
<S>                                           <C>        <C>                       <C>
W.V. (Bill) Walton, Calgary, Alberta*         46       Director, President & CEO  April 2000
Wilfried Grabert, Berlin, Germany             55       Director                   June 2001
Richard Cheyne, Vancouver, British Columbia   45       Director                   June 2001
Jeffrey Fajgenbaum, Nashville, Tennessee      45       Director                   June 2001
Tim Nye, Guelph, Ontario                      40       Director                   June 2001
Jim Bolokoski, Calgary, Alberta*              48       Acting CFO                 September 2003
</TABLE>
*On August 23, 2004, Jim Bolokoski  resigned as acting CFO, but remains  serving
the company as a part-time  consultant  for a  reasonable  time frame or until a
replacement can be found.  Bill Walton has been serving as acting  Treasurer and
Secretary.

Business Experience of Officers and Directors

W.V. (Bill) Walton - Director,  President & CEO. Mr. Walton has over 20 years of
company  ownership  and senior  executive  management  experience  in technology
companies.  Mr.  Walton  is the  President  and  sole  shareholder  of  Sundance
Marketing  International Inc.  Incorporated in 1991, Sundance Marketing became a
leading civil engineering and  infrastructure  design software company with 700+
corporate clients using over 2,000 systems.  In April 1999,  Sundance  Marketing
became the  exclusive  North  American  agent for  FelixCAD(R)  and the  Graphic
Developer's Engine(R).  From January 1997 to April 1999, Mr. Walton consulted to
a prominent  manufacturer of surveying and mapping software as Director of Sales
and Marketing,  who is now one of North America's  leading suppliers of software
to land surveyors, civil engineers,  cartographers,  and accident reconstruction
experts.  Prior to forming Sundance Marketing,  Mr. Walton spent nine years with
Cansel Survey  Equipment  Ltd.,  Canada's  largest  Survey  Equipment and Supply
company. For six years, Mr. Walton acted as National Systems Manager for Cansel.
His responsibilities included the creation and expansion of a "Systems" division
within Cansel. This included product establishment/procurement for the division,
growth of the division, and leadership for sales and marketing of the division.

Wilfried  Grabert -  Director.  Mr.  Grabert is owner and founder of the Grabert
Group of  Companies  in  Berlin,  Germany,  which  includes  Grabert  Software &
Engineering  GmbH,  Autopack GmbH and Felix  Computer  Aided  Technologies  GmbH
(Felix),  which supply us with core technologies for our principal products. The
Grabert  Group  owned  and  operated  one of  the  world's  largest  independent
distributors of AutoCAD and AutoCAD  solutions,  manufactured  by Autodesk.  Mr.
Grabert,  through his  companies  Felix and AutoPack,  has privately  funded the
development, refinement, and worldwide distribution of FelixCAD and GDE to date.
Mr.  Grabert's broad successes in the computer aided design  industry,  combined
with his astute  business  acumen,  will help GMPW sustain and support its foray
into the computer aided design marketplace.

                                       23
<PAGE>
Richard  Cheyne  -  Director.   Formerly  a  seven-year   veteran  of  Microsoft
Corporation,  Mr.  Cheyne  was one of the early  pioneers  of  LAN-based  email.
Working for Consumers Software, Mr. Cheyne was one of the key developers of what
became  "Microsoft Mail for PC Networks" after Microsoft  acquired  Consumers in
1991. During his time with Microsoft, Mr. Cheyne served for 5 years as the Quick
Fix and Engineering (QFE) manager for Microsoft Mail. In 1996, Mr. Cheyne became
QFE manager for  "Microsoft  Site  Server" and  "Microsoft  Commercial  Internet
Server",  two of Microsoft's  software products.  Mr. Cheyne was responsible for
preparing support staff as well as providing hot fixes and service packs for all
of these products.  Mr. Cheyne's  experience in product development and managing
quality  control  standards  for some of  Microsoft's  most  important  Internet
software  products,  will  provide  invaluable  direction  in  GMPW's  quest  to
consistently deliver innovative, high-quality solutions to its client base.

Jeffrey  Fajgenbaum - Director.  Mr.  Fajgenbaum is a former GSOD Global Project
Manager  at  Lucent  Technologies.   His  responsibilities   included  planning,
scheduling,  and  coordination  of voice,  data, and  multimedia  projects for a
global client list of leading  telecommunications  and  networked  environments.
Winner of Lucent's most valuable GSOD associate award in 1999, Mr. Fajgenbaum is
professionally  certified in an extensive  list of Cisco Systems and  Supporting
Applications.  Mr. Fajgenbaum is a Project Management Institute (PMI) member who
majored  in  Business  Law at  City  University  of  New  York,  with a  Masters
Certificate in Project  Management.  Mr.  Fajgenbaum's  extensive  experience in
managing  multi-million dollar projects on a global scale,  combined with his 15
years  of  dealing  with  major  corporate  and  government  clients,   provides
invaluable assistance to GMPW.

Tim  Nye -  Director.  Mr.  Nye has  been  listed  twice  on  Ontario's  TOP 100
Entrepreneurs  and is  currently  the  Founder,  CKO and  Director  for  Geosign
Corporation,  a firm providing local commerce  locator services to large portals
and telecommunication  companies.  For 15 years, Mr. Nye was the founder and CEO
of CADSOFT,  one of North America' s leading  developers for the AEC market, and
currently  ranked number one in Asia and number two worldwide in the residential
construction  design and  design/build  markets.  CADSOFT  is one of  Autodesk's
oldest third party developers.  Mr. Nye was the developer under OEM contract for
one of North America's  leading consumer software packages with over one million
units  installed.  He was responsible for the development of an integrated photo
realistic  quality  rendering  in a sub-$100  software  package for home design.
Currently Mr. Nye has been  focusing on patent and  technology  development  for
Geosign  Corporation  developing  technology  that  improves  search  results by
several magnitudes.

*J.L (Jim)  BOLOKOSKI - (Key Consultant and acting CFO since September 9, 2003).
Mr.  Bolokoski  is a Certified  Management  Accountant  currently  acting  under
contract to GMPW. He most recently worked at PricewaterhouseCoopers, the world's
largest professional services organization,  where he advised public and private
companies on corporate  finance  including  capital  raising,  acquisitions  and
divestitures.  Having  served in positions  as chief  financial  officer,  chief
operating officer, and director of investor relations, Mr. Bolokoski's expertise
includes   increasing   shareholder  value,   strategic   alliances,   corporate
restructuring,  and taxation.  Within 90 days of the filing of this report,  Mr.
Bolokoski will be presented  with an Employment  Contract to join the Company as
Chief Financial Officer.

*On August 23, 2004 Jim  Bolokoski  resigned as acting CFO, but remains  serving
the company as a part-time  consultant  for a  reasonable  time frame or until a
replacement can be found.

The above named  directors  will serve in their  capacity as director  until our
next  annual  shareholder  meeting  to be held  within  six months of our fiscal
year's close. Directors are elected for one-year terms.

COMPLIANCE WITH SECTION 16(A) OF THE securities EXCHANGE ACT of 1934

Section  16(a) of the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")
requires the Company's  directors and  executive  officers,  and persons who own
more than ten percent of a registered class of the Company's equity  securities,
to file with the Commission  initial reports of ownership and reports of changes
in ownership of the  Company's  Common Stock and other equity  securities of the
Company.  Officers,  directors  and greater  than ten percent  shareholders  are
required by the  Commission's  regulations to furnish the Company with copies of
all Section 16(a) forms they filed.

                                       24
<PAGE>
We have been  provided  with copies of all forms (3, 4 and 5) filed by officers,
directors, or ten percent shareholders within three days of such filings, except
for Wilfried Grabert, a Director of our company who received 2,000,000 shares of
our  common  stock  between  October  1,  2002 and June 30,  2003 for  relief of
$200,000 in debt owed by GiveMePower to Felix Computer Aided  Technologies GmbH,
of which Mr. Grabert is the principal owner.

A Form 5 Disclosure Statement listing Mr. Grabert's current holdings is expected
to be filed on or about October 13, 2004.

ITEM 10.  EXECUTIVE COMPENSATION.

We may elect to award a cash bonus to key  employees,  directors,  officers  and
consultants  based on meeting  individual and corporate planned  objectives.  We
currently  have no  written  employment  agreements  with  any of our  officers,
however, the following shows the annual salaries,  bonuses and stock options for
our executive officers:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                                  SUMMARY COMPENSATION TABLE
-------------------------------------------------------------------------------------------------------------------------------
                                                                            Long-Term Compensation
------------------------ ---------------------------------------- ------------------------------ ------------ -----------------
                                   Annual Compensation                       Awards                Payouts
------------------------ ---------------------------------------- ------------------------------ ------------ -----------------
     (a)          (b)       (c)        (d)            (e)             (f)            (g)             (h)            (i)
--------------- -------- ----------- --------- ------------------ ------------ ----------------- ------------ -----------------
   Name and     Fiscal   Annual       Annual         Other        Restricted      Securities        LTIP         All Other
                                                    Annual           Stock        Underlying
  Principal                Salary     Bonus      Compensation       Awards       Options/SARs      Payouts      Compensation
   Position      Year       ($)        ($)            ($)             ($)            (#)             ($)            ($)
--------------- -------- ----------- --------- ------------------ ------------ ----------------- ------------ -----------------

--------------- -------- ----------- --------- ------------------ ------------ ----------------- ------------ -----------------
<S>              <C>      <C>        <C>          <C>                 <C>             <C>            <C>             <C>
W.V. (Bill)      2004     $89,000    $                $0              $0              0              $0              $0
Walton, CEO                             0
--------------- -------- ----------- --------- ------------------ ------------ ----------------- ------------ -----------------
                 2003     $47,798    $  0             $0              $0           400,000           $0              $0

--------------- -------- ----------- --------- ------------------ ------------ ----------------- ------------ -----------------
                 2002     $40,000    $  0             $0              $0           250,000           $0              $0

--------------- -------- ----------- --------- ------------------ ------------ ----------------- ------------ -----------------
Todd Noble,      2004      $5,000    $  0             $0              $0              0              $0              $0
CFO*
--------------- -------- ----------- --------- ------------------ ------------ ----------------- ------------ -----------------
                 2003     $32,000    $  0             $0              $0          (200,000)          $0              $0

--------------- -------- ----------- --------- ------------------ ------------ ----------------- ------------ -----------------
                 2002     $32,000    $ 600            $0              $0           200,000           $0              $0
--------------- -------- ----------- --------- ------------------ ------------ ----------------- ------------ -----------------
Jim              2004     $50,000    $  0             $0              $0              0              $0              $0
Bolokoski,
CFO**
--------------- -------- ----------- --------- ------------------ ------------ ----------------- ------------ -----------------
</TABLE>
*Todd Noble resigned as CFO, Treasurer and Secretary on May 9, 2003.
**Jim Bolokoski  appointed  acting CFO September 9th, 2003,  resigned August 23,
2004.

                                       25
<PAGE>

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The following  table sets forth,  as of June 30, 2004, the number and percentage
of outstanding  shares of company Common Stock owned by (i) each person known to
GMPW to beneficially own more than 5% of its outstanding Common Stock, (ii) each
director,  (iii)  each  named  executive  officer,  and  (iv) all  officers  and
directors as a group.
<TABLE>
<CAPTION>

Name of Beneficial Owners            Number of Common Stock Beneficially Owned           Percentage of Ownership1

(i) Persons beneficially owning more than 5% of outstanding Common stock
<S>                                                  <C>                                                  <C>
W.V. Walton Family Trust                             2,624,225                                            9.70%
Wilfried Grabert                                     2,500,000                                            9.24%
Scott Sabins Profit Sharing Plan                     2,125,000                                            7.86%

(ii) Directors of the Corporation

W.V. (Bill) Walton2                                  2,624,225                                            9.70%
Wilfried Grabert                                     2,500,000                                            9.24%
Richard Cheyne                                         100,000                                            0.37%
Jeffrey Fajgenbaum                                     100,000                                            0.37%
Tim Nye                                                100,000                                            0.37%

(iii) Officers of the Corporation

W.V. (Bill) Walton2                                  2,624,225                                            9.70%

(iv) Directors and Officers as a Group

Directors and Officers of the Corporation            5,424,225                                           20.05%
(5 persons)
</TABLE>
1 Based upon 27,049,433  outstanding at year end; June 30, 2004. This total does
not include the exercise of warrants or options.

2 Mr. Walton's holdings are listed twice, as he has an indirect ownership in the
shares held in the name of W.V. Walton Family Trust.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

Stock Options

No stock options were granted to individuals during the last fiscal year.

                                       26
<PAGE>
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Shares Issued To Wilfried Grabert

From  October 1, 2002 to June 30, 2003,  we issued a total of  2,000,000  common
shares of GMPW to Wilfried  Grabert,  a Director of our  company,  to  alleviate
$200,000 in payments  owed to Felix  Computer  Aided  Technologies  GmbH,  which
supplies  us with  core  software  technologies  and which  Mr.  Grabert  is the
majority owner.

Shares Issued To Flourish Enterprises

On  April  7,  2003  we  issued  420,000  shares  to  Flourish  Enterprises,   a
proprietorship  controlled  by Deb  Walton,  the  sister  of  Bill  Walton,  our
president and CEO, for  professional  consulting  services  provided by Flourish
from January 2001 through June 30, 2003.

                                       27
<PAGE>
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

Exhibit           Description

31.1      Certification  of Chief Executive  Officer pursuant to Rule 13a-14 and
          Rule 15d-14(a),  promulgated  under the Securities and Exchange Act of
          1934, as amended

31.2      Certification  of Chief Financial  Officer pursuant to Rule 13a-14 and
          Rule 15d 14(a),  promulgated  under the Securities and Exchange Act of
          1934, as amended

32.1      Certification  pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section  906 of the  Sarbanes-Oxley  Act of 2002  (Chief  Executive
          Officer)

32.2      Certification  pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section  906 of the  Sarbanes-Oxley  Act of 2002  (Chief  Financial
          Officer)

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees.

     The  aggregate  fees  billed by our  auditors,  for  professional  services
rendered for the audit of our annual  financial  statements  for the years ended
June 30, 2004 and 2003, and for the reviews of the financial statements included
in our  Quarterly  Reports on Form 10-QSB  during that fiscal year were $22,128,
and $6,960, respectively.

Tax Fees

     Malone & Bailey,  PLLC did not bill the Company for tax related work during
fiscal 2004 or 2003.

All Other Fees

     Malone &  Bailey,  PLLC did not bill the  Company  for any  other  services
during fiscal 2004 or 2003.

The Board of  Directors  has  considered  whether  the  provision  of  non-audit
services is compatible with maintaining the principal accountant's independence.

                                       28
<PAGE>
SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


GiveMePower Corporation
(Registrant)

By: /s/ WILLIAM V. WALTON                            Dated: October 12, 2004
-------------------------
William V. Walton
Director, Chief Executive Officer,  President And Acting Treasurer and Secretary
(As a duly  authorized  officer  on behalf of the  Registrant  and as  Principal
Executive Officer)


By: /s/ JIM BOLOKOSKI                                Dated: October 12, 2004
---------------------
Jim Bolokoski
Acting Chief Financial Officer
(As a duly  authorized  officer  on behalf of the  Registrant  and as  Principal
Financial and Accounting Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.



By:      /s/ WILFRIED GRABERT               By:    /s/ TIM NYE
         --------------------                      -----------
         Wilfried Grabert, Director                Tim Nye, Director
         October 12, 2004                          October 12, 2004



By:      /s/ RICHARD CHEYNE                 By:    /s/ JEFFREY FAJGENBAUM
         ------------------                        ----------------------
         Richard Cheyne, Director                  Jeffrey Fajgenbaum, Director
         October 12, 2004                          October 12, 2004


                                       29