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 period Ended September 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               (IRS Employer Identification No.)
  incorporation or organization)

   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 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 September 30, 2004 were $49,428.

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

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


<PAGE>

                             GIVEMEPOWER CORPORATION
                                   FORM 10-QSB
                  For the Fiscal Year Ended September 30, 2004

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


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

Item 2.  Management's Discussion and Analysis.                           8

Item 3.  Controls and Procedures                                        11

Part ll                                                                Page
                                                                       ----
Item 1.  Legal Proceedings.                                             12

Item 2.  Changes in Securities and Use of Proceeds                      12

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                                                       13

Signatures.                                                             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 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
                               September 30, 2004
                                   (Unaudited)



         ASSETS

Cash                                                          $   68,497
Accounts receivable                                               31,476
Other current assets                                               5,870
                                                              ----------

  Total Current Assets                                           105,843

Property and equipment, net
  accumulated depreciation                                         4,646
                                                              ----------

Total Assets                                                  $  110,489
                                                              ==========



         LIABILITIES AND STOCKHOLDERS' DEFICIT

Accounts payable                                              $  531,535
Accrued expenses                                                 242,682
Note payable to related party                                     46,656
Notes payable                                                    303,033
                                                              ----------

  Total Current Liabilities                                    1,123,906


STOCKHOLDERS' DEFICIT
Common stock, $.001 par value, 50,000,000
  shares authorized, 27,049,433 shares
  issued and outstanding                                          27,051
Additional paid in capital                                     4,175,455
Other comprehensive income                                       178,881
Retained deficit                                              (5,394,804)
                                                              ----------

  Total Stockholders' Deficit                                 (1,013,417)
                                                              ----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                   $  110,489
                                                              ==========



                                       4
<PAGE>

                             GIVEMEPOWER CORPORATION
                            STATEMENTS OF OPERATIONS
             For the Three Months Ended September 30, 2004 and 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  2004                 2003
                                                                ---------            ---------
<S>                                                             <C>                  <C>
Revenues                                                        $  49,428            $  20,333

Operating expenses
Cost of goods sold                                                 12,138                    -
Sales and marketing                                                11,186                8,143
General and administrative                                        129,905               73,052
R&D - product development                                          50,000               57,118
                                                                ---------            ---------

                                                                  203,229              138,313
                                                                ---------            ---------

Net operating loss                                               (153,801)            (117,980)

Other expense
  Interest expense                                                 86,870                    -
  Depreciation                                                        705                2,214
                                                                ---------            ---------

NET LOSS                                                         (241,376)            (120,194)
                                                                ---------            ---------
Comprehensive Income
  Foreign Currency Translation Adjustments                              -               15,238
                                                                ---------            ---------

Comprehensive Loss                                              $(241,376)           $(104,956)
                                                                =========            =========


Net Loss Per Common Share                                        $  (0.01)            $  (0.01)

Weighted Average Common Shares Outstanding                     27,049,433           23,691,664
</TABLE>

                                       5
<PAGE>

                             GIVEMEPOWER CORPORATION
                            STATEMENTS OF CASH FLOWS
             For the Three Months Ended September 30, 2004 and 2003
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                 2004                   2003
                                                               ---------             ---------
<S>                                                            <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                       $(241,376)            $(120,194)
Adjustments to reconcile net deficit to cash
used in operating activities:
  Depreciation and amortization                                      705                 2,214
  Interest                                                        71,900                     -
Net (increase) decrease in:
  Accounts receivable                                            (21,986)               (9,410)
  Other current assets                                            (4,666)                 (945)
  Accounts payable and accrued expenses                          130,140                59,557
                                                               ---------             ---------

NET CASH USED IN OPERATING ACTIVITIES                            (65,283)              (68,778)

EFFECT OF EXCHANGE RATES ON CASH                                 (20,281)                  713
                                                               ---------             ---------

NET CHANGE IN CASH                                               (85,564)              (68,065)

Cash and cash equivalents,
  -  Beginning                                                   154,061               154,267
                                                               ---------             ---------

  -  Ending                                                    $  68,497             $  86,202
                                                               =========             =========
</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 10KSB. 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  2004 as  reported in the form 10KSB have been
omitted.


                                       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  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.  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 FIRST QUARTER ENDED SEPTEMBER 30, 2004 AS COMPARED
TO THE FIRST QUARTER ENDED SEPTEMBER 30, 2003

The first quarter ended September 30, 2004's net loss was $241,376,  an increase
of $136,420 or 129.9% in comparison  to the first  quarter  ended  September 30,
2003.

REVENUES

Revenue  totaled  $49,428  in the first  quarter  ended  September  30,  2004 an
increase  of  $29,095,  or  143.1% in  comparison  to the  first  quarter  ended
September 30, 2003.

OPERATING EXPENSES

Cost of Sales

Cost of sales totaled  $12,138 for the first  quarter  ended  September 30, 2004
comprised of CD costs, CD packaging and payments to third parties.

Selling, Sales and Marketing

Selling,  sales and  marketing  expenses  totaled  $11,186 for the first quarter
ended  September  30, 2004 as compared to $8,143  during the first quarter ended
September 30, 2003, an increase of $3,043 or 37.3%.

General and Administrative

General and administrative expenses totaled $129,905 for the first quarter ended
September  30,  2004 as  compared  to  $73,052  during the first  quarter  ended
September 30, 2003, an increase of $56,853 or 77.8%.  General and administrative
increased due to one time  increase in legal fees due to the Jay and  Associates
arbitration.

R&D - Product Development

Product  development  expenses  totaled  $50,000  for the  first  quarter  ended


                                       8
<PAGE>
September  30,  2004 as  compared  to  $57,118  during the first  quarter  ended
September 30, 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 quarterly periods.

Interest Expense

Interest expense totaled $86,870 for the first quarter ended September 30, 2004.
During fiscal year 2004, we issued various notes payable to individual investors
and existing shareholders.  These notes are unsecured, bear interest at 12%, and
are  repayable  in one to five  years  from date of  issuance.  These  notes are
convertible  into  approximately  2,296,199 shares of common stock at conversion
prices ranging from $.17 to $.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
approximately  $195,967.  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.

STATEMENTS OF CASH FLOW

Cash Flow from Operations

For the  quarterly  period  ended  September  30,  2004,  our net  cash  used in
operating  activities  was $65,283 as compared to $68,778 for  quarterly  period
September 30, 2003, a decrease of $3,495.

Capital Expenditures

For the quarter ended September 30, 2004 and as with the comparable  period last
year, no capital  expenditures were incurred.  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.

FUTURE RESULTS

The results of operations for the quarter ended September 30, 2004 and September
30, 2003  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 September  30, 2004,  we had negative  working  capital of  $1,018,064  as
compared to negative working capital of $375,437 at September 30, 2003. Non-cash
current  liabilities  consisting of $303,033 in Notes payable are intended 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

                                       9
<PAGE>
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.

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.

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.


                                       10
<PAGE>
ITEM 3.  CONTROLS AND PROCEDURES.

     a)   Evaluation of Disclosure Controls and Procedures.  As of September 30,
          2004, the Company's  management  carried out an evaluation,  under the
          supervision  of the Company's  Chief  Executive  Officer and the 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. a) 14



                                       11
<PAGE>
                                     Part II

ITEM 1.   LEGAL PROCEEDINGS.

From  time to time,  we may  become  involved  in  various  lawsuits  and  legal
proceedings 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  below,  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.

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 2.   CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASE OF EQUITY
          SECURITIES

None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

                                       12
<PAGE>
None.

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

None.

ITEM 5    OTHER INFORMATION

Not applicable.

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)



                                       13
<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: November 15, 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: November 15, 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
     November 15, 2004                          November 15, 2004



 By: /s/ RICHARD CHEYNE                     By: /s/ JEFFREY FAJGENBAUM
     --------------------------                 ----------------------------
     Richard Cheyne, Director                   Jeffrey Fajgenbaum, Director
     November 15, 2004                          November 15, 2004






                                       14