UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

--------------------------------------------------------------------------------
                                   FORM 10-QSB

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

                     For the Quarter Ended December 31, 2005


[ ] 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 whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes [   ]   No  [ x ]

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 II of this Form 10-QSB or any  amendment to
Form 10-QSB.

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

Total revenues for quarter ended December 31, 2005 were $60,018.

As of December 31, 2005 there were  28,747,543  shares of issuer's  common stock
outstanding.



<PAGE>
                             GIVEMEPOWER CORPORATION
                                   FORM 10-QSB
                 For the Fiscal Quarter Ended December 31, 2005
--------------------------------------------------------------------------------


Part I                                                                      Page
                                                                            ----
Item 1.  Financial Statements.                                                 4

Item 2.  Management's Discussion and Analysis or Plan of Operations.           8

Item 3.  Controls and Procedures                                              12

Part ll                                                                     Page
                                                                            ----
Item 1.  Legal Proceedings.                                                   13

Item 2.  Unregistered Sale of Equity Securities and Use of Proceeds           13

Item 3.  Defaults Upon Senior Securities                                      13

Item 4.  Submission of Matters to a Vote of Security Holders.                 13

Item 5.  Other Information                                                    13

Item 6.  Exhibits.                                                            14


                                       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 100 F Street, N.E., 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 100 F  Street,  N.E.,
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
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2005
                                   (Unaudited)



         ASSETS

Cash                                                    $   68,752
Accounts receivable, net the allowance
  for doubtful account of $8,585                            28,689
                                                        ----------

  Total Current Assets                                      97,441

Property and equipment, net
  accumulated depreciation of $42,607                        3,534
                                                        ----------

Total Assets                                            $  100,975
                                                        ==========



         LIABILITIES AND STOCKHOLDERS' DEFICIT

Accounts payable                                        $  517,635
Accounts payable to related parties                         81,711
Accrued expenses                                           115,168
Notes payable                                              376,838
                                                        ----------

  Total Current Liabilities                              1,091,352


Long-term notes payable to related parties                 154,254
                                                        ----------

Total Liabilities                                        1,245,606
                                                        ----------

STOCKHOLDERS' DEFICIT
Common stock, $.001 par value, 50,000,000
  shares authorized, 28,747,543 shares
  issued and outstanding                                    28,747
Additional paid-in capital                               5,102,584
Other comprehensive income                                 147,461
Retained deficit                                        (6,423,123)
                                                        ----------

  Total Stockholders' Deficit                           (1,144,631)
                                                        ----------

Total Liabilities And Stockholders' Deficit             $  100,975
                                                        ==========


                                       4
<PAGE>
                             GIVEMEPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
          For the Three and Six Months Ended December 31, 2005 and 2004
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                              Three                               Six
                                                          Months Ended                       Months Ended
                                                          December 31,                       December 31,
                                                     2005              2004             2005             2004
                                                     ---------         ---------        ---------        ---------
<S>                                                    <C>               <C>              <C>              <C>
Revenues                                             $  60,016         $  70,285        $  82,241        $ 119,712

Operating expenses
    Cost of sales                                        6,544             8,588            9,601           20,726
    Sales and marketing                                 19,404            13,350           33,497           24,536
    General and administrative                         192,319           158,899          325,346          288,805
    R&D - product development                           50,906            64,979          100,906          114,979
    Depreciation and amortization                          539               103            1,058              807
                                                     ---------         ---------        ---------        ---------

                                                       269,712           237,331          470,408          429,127
                                                     ---------         ---------        ---------        ---------

       Net operating loss                             (209,696)         (175,634)        (388,167)        (330,141)

Other Income (Expense)
    Interest expense                                   (63,219)          (29,686)         (94,253)        (116,556)
                                                     ---------         ---------        ---------        ---------

       Net loss                                      $(272,915)        $(205,320)       $(482,420)       $(446,697)
                                                     =========         =========        =========        =========



Basic and diluted net loss per common share
                                                     $    (.01)        $    (.01)       $    (.02)       $    (.02)



Weighted Average Common Shares Outstanding

                                                    28,236,723        27,147,216       27,767,675       27,147,298
</TABLE>


                                       5
<PAGE>
                             GIVEMEPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the Six Months Ended December 31, 2005 and 2004
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                              2005                        2004
                                                           ----------                  ---------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                          <C>                        <C>
Net loss                                                   $ (482,420)                $ (446,697)
    Adjustments to reconcile net loss to cash
       used in operating activities:
       Stock issued for services                              125,628                     25,211
       Amortization on debt discount                           46,374                     22,540
       Depreciation and amortization                            1,058                      3,459
    Net changes in:
       Accounts receivable                                    (23,455)                   (42,066)
       Other current assets                                         -                     (7,884)
       Accounts payable and accrued expenses                   80,848                    285,147
                                                           ----------                 ----------
NET CASH USED IN OPERATING ACTIVITIES                        (251,967)                  (160,290)
                                                           ----------                 ----------


CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from notes payable to related parties            300,000                    164,000
                                                           ----------                 ----------

EFFECT OF EXCHANGE RATES ON CASH                               17,266                    (35,857)
                                                           ----------                 ----------
NET CHANGE IN CASH                                             65,299                    (32,147)

Cash balances
      -  Beginning                                              3,453                    154,061
                                                           ----------                 ----------
      -  Ending                                            $   68,752                $   121,914
                                                           ==========                 ==========

Cash paid for:
Interest                                                   $       50                $         -
Income tax                                                          -                          -

Non-Cash transaction:

Discount on convertible notes related to
 beneficial conversion feature                             $  220,000                $         -

Shares issued for debt and accounts payable                   358,333                          -
</TABLE>


                                       6
<PAGE>
                             GIVEMEPOWER CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The  accompanying   unaudited  interim  consolidated   financial  statements  of
GiveMePower Corporation  ("GiveMePower"),  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 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 fiscal  2005 as reported in the form 10-KSB have been
omitted.

NOTE 2 - NOTES PAYABLE

Notes  payable  consists of advances  from  individual  investors  and  existing
shareholders.  During the second quarter of fiscal 2006, GiveMePower obtained an
additional  loan from a  shareholder  in the  amount of  $100,000.  This note is
unsecured,  bears  interest  at 5%, and is due  October  5,  2010.  This note is
convertible into 666,667 shares of common stock at conversion price of $0.15 per
share.  Because  the  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,  this note is discounted by
$66,667 for this beneficial  conversion feature.  The discount is amortized over
the life of the note as interest expense. As of December 31, 2005, $5,389 of the
discount has been amortized. A summary of this note and the notes from the first
quarter of fiscal 2006 is as follows:
<TABLE>
<CAPTION>

                                               Second Quarter         First Quarter                 Total
<S>                                               <C>                   <C>                   <C>
     Amount of proceeds received                $     100,000         $     200,000         $     300,000
     Amount of discount                               (66,667)             (153,333)             (220,000)
     Discount amortization
       through December 31, 2005                        3,333                13,056                16,389
                                             ----------------      ----------------      ----------------
     Net amount as of December 31, 2005         $      36,666         $      59,723         $      96,389
                                             ================      ================      ================
</TABLE>

The above notes  payable to the  shareholder  are  included in notes  payable to
related parties in the balance sheet.

NOTE 3 - COMMON STOCK

For the three months ended December 31, 2005, GiveMePower issued:

     o    322,500  shares of common  stock to  consultants  for their  services.
          Theses shares were recorded at their fair value of $94,285.
     o    396,806  shares of common stock to settle  certain  notes  payable and
          accrued interest expenses in the amount of $151,606.
     o    227,942 shares of common stock to settle certain  accounts payable and
          accrued expenses in the amount of $47,988.

                                       7
<PAGE>
ITEM 2. Management Discussion and Analysis of Financial Condition and Results of
Operations.

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  2,  "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.  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

Three Months Ended December 31, 2005 Compared To The Three Months Ended December
31, 2004 and Six Months  Ended  December  31, 2005  Compared To Six Months Ended
December 31, 2004.

The current quarterly net loss was $272,915,  an increase of $67,595 or 32.9% in
comparison to last year's comparable quarter.

REVENUES

Revenue for the current quarter totaled $60,016,  a decrease of $10,269 or 14.6%
in comparison to last year's  comparable  period.  Year to date revenue  totaled
$82,241,  a decrease of $37,471 or 31.3% in comparison to last year's comparable
period. Revenues have decreased largely due to a delay in releasing new products
until the third  month of this  quarter as  compared  to the first month for the
comparable period.

OPERATING EXPENSES

Cost of Sales
-------------

Cost of sales for the current quarter  totaled  $6,584,  a decrease of $2,004 in
comparison to last year's comparable period.  Year to date cost of sales totaled
$9,601, a decrease of $11,125.  Cost of sales is comprised of hardware equipment
bundled with our software revenues, CD costs, CD packaging and payments to third
parties such as resellers.

Selling, Sales and Marketing
----------------------------

Selling,  sales and marketing expenses totaled $19,404 for the current quarterly
period an increase of $6,054 in  comparison to last year's  comparable  quarter.
Year to date sales and marketing expenses totaled $33,497, an increase of $8,961
in comparison to last year's  comparable  period.  Sales and marketing  expenses


                                       8
<PAGE>
have increased in anticipation of our Site Master 2 product launch to expand the
PowerCAD product lines,  developers  licenses and reseller  programs  throughout
North America.

General and Administrative
--------------------------

General and  administrative  expenses totaled $192,319 for the current quarterly
period,  an increase of $33,420 or 21.0% in comparison to last year's comparable
quarter.  Year to date general and administrative  expenses totaled $325,346, an
increase of $36,541 or 12.7% in comparison to last year's comparable period.

R&D - Product Development
-------------------------

Product development expenses totaled $50,906 for the current quarterly period, a
decrease of $14,073 or 21.6% in  comparison to last year's  comparable  quarter.
Year to date  product  development  expenses  totaled  $100,906,  a decrease  of
$14,073  or 12.2% 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 GiveMePower  GmbH in return for ongoing  product
development  that  originally  commenced in February  2001 upon  execution of an
agreement with Felix Computer Aided Technologies GmbH and a subsequent agreement
with  AutoPack GmbH (now combined  into a single  German-based  private  company
"GiveMePower  GmbH").  These costs cover minimum commitments from the Company to
GiveMePower GmbH for all of the current product offerings.

Depreciation
------------

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

Interest Expense
----------------

Interest expense totaled $63,219 or the current quarterly period, an increase of
$33,533 or 113.0% in comparison to last year's comparable quarter.  Year to date
interest expenses totaled $94,253,  a decrease of $22,303 or 19.1% in comparison
to last year's comparable quarter.

During this  quarter we  received  our third and final  installment  of $100,000
pursuant to notes sold during the quarter ended September 30, 2005.  These notes
are unsecured,  bear interest at 5%, and are repayable in one to five years from
date of  issuance.  These notes are  convertible  into  approximately  2,403,250
shares of common  stock at  conversion  prices  ranging  from $0.17 to $0.40 per
share.  Under  generally  accepted  accounting  principles,  we were required to
record the value of the beneficial conversion feature of these convertible notes
as a debt  discount,  which has been done.  The  remaining  debt  discount to be
amortized on the  convertible  notes is  $203,611.  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 notes 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.  Interest expense
totaled $63,219 for the current  quarterly period as compared to $29,686 for the
same comparable period last year.

Capital Expenditures
--------------------

For the six months  ended  December  31,  2005 and 2004,  no capital  items were
purchased.  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.


                                        9
<PAGE>
Future Results
--------------

The results of operations for the quarter and six months ended December 31, 2005
and December 31, 2004  presented  above are not  necessarily  indicative  of the
results to be expected for upcoming  fiscal quarters 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.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2005, we had negative working capital of $993,911 as compared
to negative  working  capital of  $1,123,493  as of December 31, 2004.  Non-cash
current liabilities consisting of $21,450 in accruals for stock a settlement and
$326,015 in notes  payable in December 31, 2005 as compared to non-cash  current
liabilities  consisting  of  $225,823  in accruals  for stock a  settlement  and
$446,534 in notes  payable as at December  31, 2004.  We expect  these  non-cash
liabilities  to be settled by  conversion  to common stock when the notes become
due.  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.

For the  six  months  ended  December  31,  2005,  net  cash  used in  operating
activities  was  $251,967,  an increase of $91,677 in  comparison to last year's
comparable period. We are endeavoring to conserve our uses of cash and intend to
continue to issue shares for services and focus our resources  primarily towards
the  development  and  enhancement  of our principal  products and services.  In
addition,  we will  enhance  our website and other  product  delivery  mechanism
efforts in anticipation of increased future sales and marketing activities.

Based upon our  substantial  accumulated  losses since  inception  ($6,423,123),
including a loss of $272,915 for the current quarter ended December 31, 2005 and
a working capital deficiency  ($993,911) and stockholders'  deficit ($1,144,631)
at December 31, 2005, 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  $750,000 to fund our continued  operations for
the next twelve months, depending on revenues derived from operations.

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.

Outlook
-------

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


                                       10
<PAGE>
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    Leveraging  the business  plan to enter into term sheet  negotiations  with
     appropriate venture capitalists;
o    Renegotiating future royalty payments with our major software supplier; and
o    Maintaining  fiscal  responsibility   towards  general  and  administrative
     expenses.


                                       11
<PAGE>
ITEM 3.  CONTROLS AND PROCEDURES.

a)   Evaluation of Disclosure Controls and Procedures.  As of December 31, 2005,
     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 not
     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. We have  determined that our controls
     and  procedures  were not effective,  as explained  further below under the
     section, "Significant Deficiencies In Disclosure Controls And Procedures Or
     Internal Controls."

Significant  Deficiencies  In  Disclosure  Controls And  Procedures  Or Internal
Controls

     Our  independent  auditors have  identified a  significant  weakness in our
financial  reporting  controls and  procedures.  The problem arises in analyzing
note payable account balances or transactions  recorded. We have determined that
our computer accounting program is unable to provide an adequate audit trail for
these   transactions.   These  deficiencies  could  have  resulted  in  material
misstatements  to the financial  statements  for the quarter ended  December 31,
2005.  We are taking  corrective  action to resolve this  weakness.  In February
2006,  we will  meet with our  auditors  and  design a  solution  to remedy  the
computer accounting program. We believe this action will correct the weakness in
our controls and procedures and we will have this fully corrected before the end
of the quarter ended March 31, 2006.


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.

                                       12
<PAGE>
                                     Part II
                                     -------

ITEM 1.  LEGAL PROCEEDINGS.

From  time to time,  we may  become  involved  in  various  lawsuits  and  legal
proceedings  that  which  arise in the  ordinary  course of  business.  However,
litigation is subject to inherent uncertainties,  and an adverse result in these
or other matters may arise from time to time that may harm our business.  Except
as described in our annual report on Form 10-KSB,  filed with the  Commission on
October 13, 2005, we are currently  not aware of any such legal  proceedings  or
claims that we believe will have,  individually or in the aggregate,  a material
adverse affect on our business, financial condition or operating results.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the quarter ended  December 31, 2005, we issued  322,500 shares of common
stock to consultants for services rendered. Theses shares were recorded at their
fair value of $66,285.  These issuances are considered  exempt from registration
by reason of the Section 4(2) of the Securities Act of 1933.

During the quarter ended  December 31, 2005, we issued  227,942 shares of common
stock to settle certain  accounts  payable and accrued expenses in the amount of
$47,987.85. These issuances are considered exempt from registration by reason of
the Section 4(2) of the Securities Act of 1933.

During the quarter ended  December 31, 2005, we issued  396,806 shares of common
stock  upon  conversion  of  outstanding  convertible  notes  in the  amount  of
$3,968.06.  These issuances are considered exempt from registration by reason of
the Section 4(2) of the Securities Act of 1933.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.  OTHER INFORMATION

None.


                                       13
<PAGE>
ITEM 6.  EXHIBITS

     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)


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<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 14, 2006
    ---------------------
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/ J. L. (JIM) BOLOKOSKI                        Dated: February 14, 2006
    -------------------------
J.L. (Jim) Bolokoski
Chief Financial Officer
(As a duly  authorized  officer  on behalf of the  Registrant  and as  Principal
Financial and Accounting Officer)


                                       15