<PAGE>
                                 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 Quarterly Period Ended December 31, 2001

             [ ] 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                     (IRS Employer
      of incorporation or organization)               Identification No.)

       5925 - 12 Street SE, Suite 230                       T2H 2M3
          Calgary, Alberta, Canada                       (Postal Code)
           (Address of principal
             executive office)

                          Issuer's telephone number:
                                (403) 287-6001

Indicate by check mark whether the registrant (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 [ ]


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

Check whether the registrant 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

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

As of February 12, 2002 there were 15,126,851 shares of common stock issued
and outstanding.


                                     F-1

<PAGE>
______________________________________________________________________________


                           GIVEMEPOWER CORPORATION
                                 FORM 10-QSB

               For the Second Quarter Ended December 31, 2001
______________________________________________________________________________


                                  INDEX


Part I. Financial Information

     Item 1.  Financial Statements

       a. Consolidated Balance Sheet
            as of December 31, 2001

       b. Consolidated Statements of Operations
            for the Three and Six Months Ended Dec. 31, 2001 and 2000

       c. Consolidated Statements of Cash Flows
            for the Six Months Ended December 31, 2001 and 2000

       d. Notes to Consolidated Financial Statements

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


Part II. Other Information

     Item 1.  Legal Proceedings

     Item 2.  Changes in Securities and Use of Proceeds

     Item 3.  Defaults upon Senior Securities

     Item 4.  Submission of Matters to a Vote of Securities Holders

     Item 5.  Other Information

     Item 6.  Exhibits and Reports on Form 8-K


Signatures


______________________________________________________________________________


                                     F-2

<PAGE>

                        Part I. Financial Information

Item 1.  Financial Statements

Forward Looking Information

Various forward-looking statements have been made in this Form 10-QSB.
Forward-looking statements may also be in the Company's other reports filed
under the Securities Exchange Act of 1934, in its press releases and in other
documents.  In addition, from time to time, the Company, through its
management, may make oral forward-looking statements.

Forward-looking statements are only expectations, and involve known and
unknown risks and uncertainties, which may cause actual results in future
periods and other future events to differ materially from what is currently
anticipated.  Certain statements in this Form 10-QSB, including those relating
to the Company's expected results, the accuracy of data relating to, and
anticipated levels of, its future revenues, gross margins and earnings, its
anticipated cash requirements and sources, are forward-looking statements.
Such statements involve risks and uncertainties, which may cause results to
differ materially from those set forth in these statements.  Factors which may
cause actual results in future periods to differ from current expectations
include, among other things, the continued availability of sufficient working
capital, the availability of adequate sources of capital, the successful
integration of new employees into existing operations, the continued
desirability and customer acceptance of existing and future products, the
success of competitive products, the success of the Company's programs to
strengthen its operational and accounting controls and procedures.  In
addition to these factors, the economic and other factors identified in this
Form 10-QSB, including but not limited to the risk factors discussed herein
and in the Company's previously filed public documents could affect the
forward-looking statements contained in herein and therein.

Forward-looking statements generally refer to future plans and performance,
and are identified by the words "believe", "expect", "anticipate",
"optimistic", "intend", "aim", "will" or the negative thereof and similar
expressions.  Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of which they are
made.  The Company undertakes no obligation to update publicly or revise any
forward-looking statements.

Financial Statements and Notes

In the opinion of management, the accompanying unaudited financial statements
included in this Form 10-QSB reflect all adjustments (consisting only of
normal recurring accruals) necessary for a fair presentation of the results of
operations for the periods presented.  The results of operations for the
periods presented are not necessarily indicative of the results to be expected
for the full year.


                                     F-3

<PAGE>
                           GIVEMEPOWER CORPORATION
                         CONSOLIDATED BALANCE SHEET
                              December 31, 2001


     ASSETS

Cash                                                            $    56,102
Accounts Receivable                                                   2,990
Other Current Assets                                                  4,717
                                                                -----------
     Total Current Assets                                            63,809

Property and Equipment, Net of
  Accumulated Depreciation of $9,383                                 19,372
Software License, Net of $44,871 of
  Accumulated Amortization                                          455,129
                                                                -----------
      TOTAL ASSETS                                              $   538,310
                                                                ===========


     LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts Payable                                                $   112,315
Accrued Expenses                                                    174,210
Current Portion of Installment Debt                                   4,189
Note Payable to Related Party                                        26,034
                                                                -----------
     Total Current Liabilities                                      316,748

Long-Term Installment Debt                                            1,504
                                                                -----------
     Total Liabilities                                              318,252
                                                                -----------

Stockholders' Equity

Common Stock, $0.001 Par Value, 50,000,000
  Shares Authorized, 14,651,751 Shares
  Issued and Outstanding                                             14,652
Additional Paid in Capital                                        1,932,610
Accumulated Other Comprehensive Income                            (   6,061)
Retained Deficit                                                 (1,721,143)
                                                                -----------
          Total Stockholders' Equity                                220,058
                                                                -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $   538,310
                                                                ===========



                                     F-4

<PAGE>
<TABLE>
<CAPTION>
                           GIVEMEPOWER CORPORATION
                    CONSOLIDATED STATEMENTS OF OPERATIONS
        For the Three and Six Months Ended December 31, 2001 and 2000

                                   3 Months       3 Months       6 Months       6 Months
                                      Ended          Ended          Ended          Ended
                                   Dec. 31,       Dec. 31,       Dec. 31,       Dec. 31,
                                       2001           2000           2001           2000
                                  ---------      ---------      ---------      ---------
<S>                               <C>            <C>            <C>            <C>

Revenues
  End-Users                       $   1,881      $   2,607      $   3,870      $   2,607
  Developers                         14,304          3,299         16,736         10,947
                                  ---------      ---------      ---------      ---------
Total Revenue                        16,185          5,906         20,606         13,554

Operating Expenses
  Cost of Sales                          19                            19
  Sales and Marketing                10,342          4,683         12,515          8,079
  General and Administrative        228,328         79,326        474,846        150,874
  R&D - Product Development          38,990                        90,137
                                  ---------      ---------      ---------      ---------
                                    277,679         84,009        577,517        158,953
                                  ---------      ---------      ---------      ---------
Net Operating Loss                 (261,494)      ( 78,103)      (556,911)      (145,399)

Other Income (Expense)
  Foreign Currency Transaction
   Gain (Loss)                        1,477            861          1,466       (  1,388)
  Interest Expense                 (    123)      (  6,077)      (    584)      (  9,773)
  Other Income from Affiliate                                      25,573
                                  ---------      ---------      ---------      ---------
NET LOSS                          $(260,140)     $( 83,319)     $(530,456)     $(156,560)

Comprehensive Income (Loss)
  Foreign Currency Translation
   Adjustments                     ( 10,028)      (  3,010)       ( 6,113)      (  1,247)
                                  ---------      ---------      ---------      ---------
Comprehensive Loss                $(270,168)     $( 86,329)     $(536,569)     $(157,807)
                                  =========      =========      =========      =========

Net Loss per Common Share         $(   0.02)     $(   0.01)     $(   0.04)     $(   0.01)
Weighted Average Common Shares
  Outstanding                    14,740,538     12,054,180     14,343,423     11,955,340

</TABLE>



                                           F-5

<PAGE>
                           GIVEMEPOWER CORPORATION
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
             For the Six Months Ended December 31, 2001 and 2000


                                                        2001          2000
                                                    ---------     ---------

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                            $(530,456)    $(156,560)
Adjustments to Reconcile Net Deficit
  to Cash Provided by (Used in)
  Operating Activities:
   Stock Issued for Services                           75,000
   Depreciation and Amortization                       48,937         1,053
  (Gain) from Website Content License                ( 25,573)
Net (Increase) Decrease in:
  Accounts Receivable                                      10
  Other Current Assets                                    189      (  4,669)
Net Increase (Decrease) in:
  Accounts Payable and Accrued Expenses               221,193        30,391
                                                    ---------     ---------
NET CASH USED IN OPERATING ACTIVITIES                (210,700)     (129,785)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Furniture and Equipment                  (  1,422)     ( 22,559)
Proceeds from Website Content License                  25,573
                                                    ---------     ---------
NET CASH FROM INVESTING ACTIVITIES                     24,151      ( 22,559)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Installment Notes Payable                 1,971         6,711
Payments on Installment Notes Payable                (  2,930)      (   448)
Proceeds from Sale of Common Stock                    100,000
Proceeds from Issuance of Notes Payable                             174,189
Net Change in Note Payable from Related Party        (  4,579)     (  5,111)
                                                    ---------     ---------
NET CASH FLOWS FROM FINANCING ACTIVITIES               94,462       175,341

EFFECT OF EXCHANGE RATES ON CASH                     (  6,113)     (  1,247)
                                                    ---------     ---------

NET INCREASE (DECREASE) IN CASH                     $( 98,200)    $  21,750
CASH BEGINNING                                        154,302        85,234
                                                    ---------     ---------

CASH ENDING                                         $  56,102     $ 106,984
                                                    =========     =========

                                     F-6

<PAGE>
                           GIVEMEPOWER CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of GiveMePower
Corporation, a Nevada corporation, ("Company"), have been prepared in
accordance with accounting principles generally accepted in the United States
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 the Company's latest Annual Report filed with the SEC on Form
SB-2.  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 that would substantially duplicate the disclosure
contained in the audited financial statements for the most recent fiscal year
ended June 30, 2001 and as reported on Form SB-2, have been omitted.

NOTE 2 - ACCRUED EXPENSES

Accrued expenses consist of $174,210 pursuant to a contract for investor,
media and public relations services provided by a consultant.  The consultant
will be paid in common stock once the Company's application to list for
trading on the OTC Bulletin Board exchange has been approved by NASD.

NOTE 3 - COMMON STOCK

During the quarter ended December 31, 2001, the company issued 97,332 common
shares in association with the exercise of 97,332 warrants at $0.50 per share
and 75,000 shares valued at $0.50 per share were issued to a software
consultant for software development services.  The Company also issued a total
of 9,829 common shares to four other consultants whereby a percentage of each
invoice, ranging from 33% to 50%, was paid with common stock at a value of
$1.00 per share.

NOTE 4 - OTHER INCOME FROM AFFILIATE

Felix Computer Aided Technologies GmbH ("Felix"), a company controlled by a
director of the Company and the provider of the software that forms the basis
for the Company's primary product offerings, licensed the Company's website
content and back-end infrastructure for an indefinite term for a one-time fee
of $25,573.  The website content and infrastructure are non-returnable and
non-refundable.  As the website was not capitalized, the Company realized a
gain on 100% of the proceeds.

NOTE 5 - SOFTWARE DEVELOPMENT CONTRACT

On October 10, 2001, the Company entered into an agreement with a software
developer to acquire the intellectual property rights to a computer software
application for the building, design and construction industry.  The contract
provides for cash payments of $20,000 between October 2001 and January 2002
and payment in Company stock of up to 230,000 common shares of the Company's
stock to be released as project milestones have been met.  As of January 17,
2002, the Company has paid $20,000 toward the development of this software.

                                     F-7

<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations for the Three and Six Months Ended Dec. 31, 2001 and
2000

For the quarter ended December 31, 2001 (Q2 Fiscal 2002), we incurred a net
loss of $260,140 or $0.02 per share as compared to a net loss of $83,319 or
$0.01 per share in the comparable period in Fiscal 2001 (Q2 Fiscal 2001).  For
the six months ended December 31, 2001 (Fiscal 2002), we incurred a net loss
of $530,456 or $0.04 per share as compared to a net loss of $156,560 or $0.01
per share in the comparable period in Fiscal 2001. The larger net loss for Q2
Fiscal 2002 and for the first six months of Fiscal 2002 versus the comparable
periods in Fiscal 2001 is attributed to higher operating expenses.

Revenue

     End-User Revenue

     End-User revenue from the sale of PowerCAD Pro totaled $1,881 during Q2
     Fiscal 2002 compared to $2,607 in Q2 Fiscal 2001 representing a decrease
     of $726 or 28%.  End-User revenue for the first six months of Fiscal
     2002 was $3,870 versus $2,607 for the comparable period in Fiscal 2001
     representing an increase of $1,263 or 48%.  End-User revenue has been
     insignificant to date largely because we have purposely not executed any
     of our marketing and sales initiatives and will not do so until PowerCAD
     LT+ is released which is anticipated for the first quarter of calendar
     2002.  PowerCAD LT+ is a scaled-down version of PowerCAD Pro targeted to
     end-users not requiring the full functionality of PowerCAD Pro.

     Developer Revenue

     Developer revenue from the sale of PowerENGINE was $14,304 during Q2
     Fiscal 2002 versus $3,299 in Q2 Fiscal 2001 representing an increase of
     $11,005 or 333%.  Developer revenue for the first six months of Fiscal
     2002 was $16,736 versus $10,947 in the comparable period in Fiscal 2001
     representing an increase of $5,789 or 53%.  The higher revenues during
     Q2 Fiscal 2002 and for the first six months of Fiscal 2002 were due
     largely to the signing of six new developers in Q2 Fiscal 2002.  All
     Fiscal 2001 developer revenues are attributed to the sale of Graphic
     Developers Engine software that was the predecessor software to the
     Company's PowerENGINE software.

Operating Expenses

     Sales and Marketing

     Sales and marketing expenses for Q2 Fiscal 2002 totaled $10,342 as
     compared to $4,683 during the comparable period in Fiscal 2001.  For the
     first six months of Fiscal 2002, sales and marketing expenses were
     $12,515 versus $8,079 in the comparable period in Fiscal 2001.  Sales
     and marketing expenses have been nominal to date largely because of our
     efforts to finalize the development of our core product line prior to
     launching our sales and marketing initiatives.   It is anticipated that
     these sales and marketing initiatives will begin in the first quarter of
     calendar 2002 once we have

                                     F-8

<PAGE>
     finalized our final two core products, PowerCAD LT+ and PowerCAD CE.
     PowerCAD CE is a full-featured CAD software designed for use on
     portable, hand-held, wireless devices.

     General and Administrative

     General and administrative expenses amounted to $228,328 during Q2
     Fiscal 2002 compared to $79,326 in Q2 Fiscal 2001.  For the first six
     months of Fiscal 2002, general and administrative expenses were $474,846
     versus $150,874 in the comparable period in Fiscal 2001.

     Q2 Fiscal 2002 general and administrative expenses were higher by
     $149,002 or 188% largely due to $122,465 in higher consulting fees
     resulting from increased activity in marketing, software development,
     investor and media relations, and website development, and due to
     $24,365 in higher amortization expenses resulting from the Felix
     Computer Aided Technologies GmbH five-year license extension transaction
     which occurred on August 10, 2001.  The balance of higher general and
     administrative expenses during Q2 Fiscal 2002 resulted from increased
     telephone, Internet, courier, travel, and other general business
     expenditures.

     General and administrative expenses were higher by $323,972 or 215%
     during the first six months of Fiscal 2002 largely due to $248,240 in
     higher consulting fees resulting from increased activity in marketing,
     software development, investor and media relations, and website
     development, $44,412 in higher salaries and benefits which did not
     commence until November 2001 (Q2 Fiscal 2001), and $40,609 in higher
     amortization expenses due to the reason noted above.  These higher
     general and administrative expenses were offset by reductions in
     fixtures and moving expenses that were $0 during the first six months of
     Fiscal 2002.

     R&D - Product Development

     Product development expenses amounted to $38,990 during Q2 Fiscal 2002
     compared to $0 in the same period during Fiscal 2001.  During the first
     six months of Fiscal 2002, product development expenses totaled $90,137
     versus $0 in the comparable period during Fiscal 2001.  Product
     development expenses 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 our agreement with Felix.

Interest Expense

Interest expense was $123 during Q2 Fiscal 2002 as compared to $6,077 in the
comparable period in Fiscal 2001.  Interest expense was $584 for the first six
months of Fiscal 2002 as compared to $9,773 during the first six months of
Fiscal 2001.  Interest expense in Fiscal 2002 is due almost exclusively to
accrued interest from capital leases.  Comparatively, interest expense in
Fiscal 2001 is largely due to the issuance of unsecured notes to lenders that
accrued interest at 5% semi-annually until December 20, 2000.  All of these
notes were converted to common shares and no longer accrued interest
subsequent to December 20,2000.

                                     F-9

<PAGE>
Other Income from Affiliate

In return for providing Felix with a license to use selected content and the
back-end infrastructure of our website, Felix agreed to compensate us with a
one-time payment of $25,573 during Q1 Fiscal 2002 (See Note 4).

Liquidity and Capital Resources

As of December 31, 2001, we had negative working capital of $252,939.  It
should be noted that non-cash current liabilities consisting of $174,210 in
accrued expenses (See Note 2) and $19,351 in non-cash accounts payable will
both be paid with common stock.

We will need to continue to rely on external sources of capital to finance the
execution of our business plan.  Although 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 had previously issued 2,220,000 warrants
for total potential net proceeds of $2,620,000.

During the quarter ended December 31, 2001, a total of 97,332 warrants were
exercised at a price of $0.50 per warrant for net proceeds of $48,666 and
20,000 warrants expired unexercised.  During Q1 Fiscal 2002, 102,668 warrants
were exercised at a price of $0.50 per warrant for net proceeds of $51,334.
There remains a total of 2,000,000 warrants outstanding with potential net
proceeds of $2,500,000.  It is our intent to seek additional sources of
funding for working capital purposes.


______________________________________________________________________________


                          Part II. Other Information

Item 1.  Legal Proceedings

None.

Item 2.  Changes in Securities and Use of Proceeds

None.

Item 3.  Defaults upon Senior Securities

None.

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

None.

Item 5.  Other Information

None

                                     F-10

<PAGE>
Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

     No exhibits were filed as part of this Form 10-QSB.

(b)  Reports on Form 8-K

     No reports were filed on Form 8-K during the quarter ended December 31,
     2001.


______________________________________________________________________________


                                  Signatures

Pursuant to the requirements 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)


Dated: February 12, 2002           By: /s/ William V. Walton
                                   William V. Walton
                                   Director, Chief Executive Officer
                                   and President


                                   By: /s/ Todd D. Noble
                                   Todd D. Noble
                                   Chief Financial Officer, Treasurer
                                   And Secretary
                                   (As a duly authorized officer on
                                   behalf of the Registrant and as
                                   Principal Financial and Accounting
                                   Officer)



                                     F-11