UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                [GRAPHIC OMITTED]
                                   FORM 10-QSB

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

                 For the Second Quarter Ended December 31, 2003



[ ] 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-QSB or any amendment to
Form 10-QSB.


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


Total revenues for the Second Quarter Ended December 31, 2003 were $47,537.


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 December 31, 2003 there were 26,395,173 shares of issuer's common stock
outstanding.
<PAGE>

                             GIVEMEPOWER CORPORATION
                                   FORM 10-QSB
                 For the Second Quarter Ended December 31, 2003
<TABLE>
<CAPTION>
Part I                                                                                                     Page
<S>  <C>                                                                                                    <C>
Item 1.  Financial Statements.                                                                               4

         a. Consolidated Balance Sheet as of December 31, 2003                                               4
         b. Consolidated Statements of Operations
             for the Three and Six Months Ended December 31, 2003 and 2002                                   5
         c. Consolidated Statements of Cash Flows
             for the Three and Six Months Ended December 31, 2003 and 2002                                   6
         d. Notes to Consolidated Financial Statements                                                       7

Item 2.  Management's Discussion and Analysis or Plan of Operation                                           7


Part II                                                                                                    Page

Item 2.  Changes in Securities                                                                               9

Item 3.  Legal Proceedings.                                                                                  9

Item 4.  Controls and Procedures.                                                                           10

Item 5.  Submission of Matters to a Vote of Security Holders.                                               10

Item 6.  Market for Common Equity and Related Stockholder Matters.                                          10

Item 7.  Changes In and Disagreements With Accountants on Accounting
         and Financial Disclosure.                                                                          10

Item 8.  Exhibits and Reports on Form 8-K.                                                                  10


Signatures.                                                                                                 11
</TABLE>
                                       2
<PAGE>
                                     PART I


                           FORWARD-LOOKING INFORMATION

This Quarterly Report of GiveMePower Corporation ("GMPW" or the "Company") on
Form 10-QSB 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 Quarterly Report
on Form 10-QSB. Actual events or results may differ materially from those
discussed herein.


                           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.

                                       3
<PAGE>
ITEM 1.  FINANCIAL STATEMENTS

                             GIVEMEPOWER CORPORATION
                                  BALANCE SHEET
                                December 31, 2003

<TABLE>
<CAPTION>
ASSETS

<S>                                                                     <C>
    Cash                                                                $  236,829
    Accounts receivable                                                     23,678
    Other current assets                                                     4,374
                                                                        -----------
       Total Current Assets                                                264,881

    Property and equipment, net of $30,777
       accumulated depreciation                                              8,927
                                                                        -----------
       Total Assets                                                     $  273,808
                                                                        ===========


LIABILITIES AND STOCKHOLDERS' DEFICIT

    Accounts payable                                                    $  388,421
    Accrued expenses                                                        11,789
    Note payable to related party                                           46,948
    Notes payable                                                          190,312
                                                                        -----------
       Total Current Liabilities                                           637,470
                                                                        -----------

STOCKHOLDERS' DEFICIT

    Common stock, $.001 par value, 50,000,000 shares
       authorized, 26,395,173 shares issued and outstanding                 26,395
    Additional paid in capital                                           3,605,439
    Comprehensive income                                                    44,196
    Retained deficit                                                    (4,039,692)
                                                                        -----------
       Total Stockholders' Deficit                                      (  363,662)
                                                                        -----------
       Total Liabilities and Stockholders' Deficit                      $  273,808
                                                                        ===========
</TABLE>
                                        4
<PAGE>

                             GIVEMEPOWER CORPORATION
                            STATEMENTS OF OPERATIONS
                       For the Three Months and Six Months
                        Ended December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                              Three                               Six
                                                          Months Ended                       Months Ended
                                                          December 31,                       December 31,
                                                       2003              2002             2003             2002
                                                     ---------         ---------        ---------        ---------
<S>                                                 <C>                 <C>            <C>              <C>
Revenues                                            $  47,537           $23,209        $  67,869        $  45,620

Operating expenses
    Sales and marketing                                46,066             1,250           54,210            2,973
    General and administrative                        126,405           490,810          186,449          583,615
    R&D - product development                          56,570            56,644          113,688          128,574
                                                     ---------         ---------        ---------        ---------
                                                      229,041           548,704          354,347          715,162
                                                     ---------         ---------        ---------        ---------
       Net operating loss                            (181,504)         (525,495)        (286,478)        (669,542)

Other Income (Expense)
    Interest expense                                 ( 53,408)         (  2,413)        ( 53,408)       (   3,931)
                                                     ---------         ---------        ---------        ---------
       Net loss                                      (234,912)         (527,908)        (339,886)        (673,473)
                                                     ---------         ---------        ---------        ---------


Basic and diluted net loss
    per common share                                    $(.01)            $(.03)           $(.01)           $(.04)
Weighted average common shares
    outstanding                                    23,691,664        17,940,876       23,691,664       16,783,014
</TABLE>

                                       5
<PAGE>
                             GIVEMEPOWER CORPORATION
                            STATEMENTS OF CASH FLOWS
               For the Six Months Ended December 31, 2003 and 2002
<TABLE>
<CAPTION>
                                                                   2003                       2002
                                                                -----------                  ---------
<S>                                                              <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                     $(339,886)                 $(673,473)
    Adjustments to reconcile net loss to cash
       used in operating activities:
       Stock issued for services                                     1,930                    432,642
       Debt discount                                                51,667
       Option expense                                                                          12,174
       Depreciation and amortization                                 4,677                      3,616
    Net changes in:
       Accounts receivable                                         (22,291)                   (12,976)
       Other current assets                                         (1,711)                     1,114
       Accounts payable and accrued expenses                       123,373                    140,376
                                                                -----------                -----------
NET CASH USED IN OPERATING ACTIVITIES                             (182,241)                  ( 96,527)
                                                                -----------                -----------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of furniture and equipment                             (1,799)
                                                                -----------                -----------
NET CASH PROVIDED BY INVESTING ACTIVITIES                           (1,799)


CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from notes payable                                    300,210                     81,191
    Payments on notes payable                                                                ( 20,414)
    Payments on installment notes payable                                                    (  2,074)
    Proceeds from sale of common stock                                                         12,000
    Net change in note payable from related party                    1,823
                                                                -----------                -----------
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                    302,033                     70,703
                                                                -----------                -----------

EFFECT OF EXCHANGE RATES ON CASH                                   (35,431)                     3,178
                                                                -----------                -----------
NET CHANGE IN CASH                                                  82,562                   ( 22,646)

Cash balances
-        Beginning                                                 154,267                     24,654
                                                                -----------                -----------
-        Ending                                                 $  236,829                   $  2,008
                                                                ===========                ===========
</TABLE>
                                       6
<PAGE>
                             GIVEMEPOWER CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of GiveMePower
Corporation ("GiveMePower"), a Nevada corporation, have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission ("SEC"), and
should be read in conjunction with the audited financial statements and notes
thereto contained in GiveMePower's latest Annual Report filed with the SEC on
Form 10-KSB. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of financial position
and the results of operations for the interim periods presented have been
reflected herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year. Notes to
the financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the most recent fiscal year,
2003, as reported on Form 10-KSB, have been omitted.

NOTE 2 - NOTES PAYABLE


In October 2003, GiveMePower received $300,000 from 5 individual investor in the
form of 5% convertible notes due in one year, and convertible anytime by the
holder into GiveMePower common stock at prices ranging from $.22 to $.40 per
share.

Under generally accepted accounting principles, GiveMePower is required to
record the value of the beneficial conversion feature of these convertible
debentures as a debt discount. The total debt discount recorded on the
convertible notes during the quarter ended December 31, 2003 was approximately
$248,000. 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 GiveMePower to expense the unamortized
balance of the debt discount in full. $51,677 was expensed during the quarter
ended December 31, 2003 related to the discount.

NOTE 3 - SUBSEQUENT EVENTS

In January 2004, GiveMePower issued 529,758 shares of common stock for the
retirement of previous Notes Payable and a variety of consulting services.


ITEM 2.  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-QSB 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.

                                       7
<PAGE>
The current quarterly net loss was $234,912, a reduction of $292,996 or 55.5% in
comparison to last year's comparable quarter. The year to date loss was
$339,886, a reduction of $333,587 or 49.5% in comparison to last year's
comparable period.

                                    REVENUES

Revenue for the current quarter totaled $47,537 an increase of $24,328 or 104.8%
in comparison to last year's comparable period. Year to date revenue totaled
$67,869, an increase of $22,249 or 48.8% in comparison to last year's comparable
period. Revenues have increased largely due to our customers continued growing
acceptance of our retail PowerCAD product lines in conjunction with the
completion of product updates for Windows Mobile 2003 and the introduction of
our new reseller programs.


                               OPERATING EXPENSES

Sales and Marketing

Sales and marketing expenses totaled $46,066 for the current quarterly period an
increase of $44,816 in comparison to last year's comparable quarter. Year to
date sales and marketing expenses totaled $54,210, an increase of $51,237 in
comparison to last year's comparable period. Sales and marketing expenses have
increased due to the required efforts to expand the retail PowerCAD product
lines, developers licenses and reseller programs throughout North America.

It is anticipated that these expenses will increase reflecting increased sales
and marketing activities in Quarter 3 and 4 fiscal 2004 as the company finalizes
its strategy for broader commercial market introduction of our retail and
embedded products and services.

General and Administrative

General and administrative expenses totaled $126,405 for the current quarterly
period a reduction of $364,405 or 74.2% in comparison to last year's comparable
quarter. Year to date general and administrative expenses totaled $186,449 a
reduction of $397,166 or 68.0% in comparison to last year's comparable period.
General and administrative expenses decreased due to reduced consulting and
professional fees.

R&D - Product Development

Product development expenses totaled $56,570 for the current quarterly period a
reduction of $74 in comparison to last year's comparable quarter. Year to date
product development expenses totaled $113,688 a reduction of $14,886 or 11.6% in
comparison to last year's comparable quarter. Product development costs are
incurred as a result of the Company's 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. These costs cover all of the current product offerings.

Depreciation

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


                         LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2003, the Company had negative working capital of $568,922.
Of this amount, $86,645 in Investor Notes Payable was converted to Common Stock
on January 6th, 2004 and $300,000 is due October 15, 2004 unless converted into
Common Stock as noted in the subordinated capital note. The Company 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.

                                       8
<PAGE>
                             Statements of Cash Flow

Cash Flow from Operations

For the three months ended December 31, 2003 net cash used in operating
activities was $113,463, an increase of $92,669 in comparison to last year's
comparable quarter. For the six months ended net cash used in operating
activities was $182,241, an increase of $85,714. The Company is endeavoring to
conserve its' uses of cash and intends to continue to issue shares for services
and focus its resources primarily towards the development and enhancement of our
principal products and services. In addition, the Company will enhance its
website and other product delivery mechanism efforts in anticipation of
increased future sales and marketing activities.


Capital Expenditures

For the quarter and year to date period ended December 31, 2003 $1,799 of
capital expenditures were incurred for various computer devices. No capital
expenditures were incurred in the quarter and year to date December 31, 2002
comparable periods. The Company expects to incur future capital expenditures for
office furniture and computer equipment if and when it hires new employees.


Financing Activities

For the quarter and year to date period ended December 31, 2003 financing
activities increased cash flow by $302,033 from a financing initiative as
compared to quarter ended December 31, 2002 of $15,446 and $70,703 for the
cumulative period ended December 31, 2002.


                                 Future Results

The results of operations for the quarterly and year to date reporting period
ended December 31, 2003 presented above are not necessarily indicative of the
results to be expected for upcoming fiscal quarters and/ or 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.

                                       9
<PAGE>
                                     PART II

ITEM 2. CHANGES IN SECURITIES

In the quarter ended December 31, 2003, a total of 3,509 shares of our Common
Stock were issued to a single consultant for his marketing and web-site design
services. This issuance is considered exempt from registration by reason of
Section 4(2) of the Securities Act of 1933.

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. No liability has been recorded by GiveMePower related to the
additional shares due under consulting agreement. 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.


ITEM 4. CONTROLS AND PROCEDURES

Based on the evaluation by Messrs. William V. Walton and Jim Bolokoski,
President and Chief Financial Officer of the Company respectively, of the
effectiveness of the Company's disclosure controls and procedures conducted as
of a date within 90 days of the filing date of this quarterly report, Messrs.
Walton and Bolokoski concluded that, as of the evaluation date, (i) there were
no significant deficiencies or material weaknesses of the company's disclosure
controls and procedures, (ii) there were no significant changes in the internal
controls or in other factors that could significantly affect internal controls
subsequent to the evaluation date, and (iii) no corrective actions were required
to be taken.


ITEM 5.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 6.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

                                       10
<PAGE>
TRANSACTIONS THIS QUARTER

A total of 3,509 shares of our Common Stock were issued during the quarter and
year to date period ended December 31, 2003 as compared to 3,922,775 shares in
last year's comparable quarter and 4,229,469 shares for the year to date period
December 31, 2002 issued for; cash, consulting services and product development.

ITEM 7. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.

None.

ITEM 8.  EXHIBITS AND REPORTS ON FORM 8-K.
<TABLE>
<CAPTION>
Exhibit                                      Description                                                        Page

<C>                                                               <C>                                           <C>
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002                                                                                  11

31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002                                                                                  12

32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002                                                                                  13

32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002                                                                                 13
</TABLE>
                                       11
<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: February 11,2004
-------------------
      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: February 11, 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.

                                       12