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 First Quarter Ended September 30, 2003

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

                  For the Transition Period From _____ to _____

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

                        Commission File Number 333-67318

                             GIVEMEPOWER CORPORATION
        (Exact name of small business issuer as specified in its charter)

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

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

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

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

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

Yes |X|   No |_|

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

Yes |_|   No |X| Delinquent filers are disclosed herein.

Total revenues for the First Quarter Ended September 30, 2003 were $20,333.

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, 2003 there were 26,391,664 shares of issuer's common stock
outstanding.


                                       1
<PAGE>

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                             GIVEMEPOWER CORPORATION
                                   FORM 10-QSB
                 For the First Quarter Ended September 30, 2003

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

Part I                                                                     Page
------                                                                     ----

Item 1. Financial Statements.                                                4

        a. Consolidated Balance Sheet as of September 30, 2003               4
        b. Consolidated Statements of Operations
            for the Three Months Ended September 30, 2003 and 2002           5
        c. Consolidated Statements of Cash Flows
            for the Three Months Ended September 30, 2003 and 2002           6
        d. Notes to Consolidated Financial Statements                        7

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

Part ll                                                                    Page
-------                                                                    ----

Item 3. Legal Proceedings.                                                   9

Item 4. Controls and Procedures.                                             9

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

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

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

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

Signatures.                                                                 10


                                       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.


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<PAGE>

ITEM 1.  FINANCIAL STATEMENTS

                             GIVEMEPOWER CORPORATION
                                  BALANCE SHEET
                               September 30, 2003

                      ASSETS

Cash                                                                $    86,202
Accounts receivable                                                       2,865
Other current assets                                                      3,608
                                                                    -----------
           Total Current Assets                                          92,675

Property and equipment, net
  accumulated depreciation                                                8,648
                                                                    -----------
Total Assets                                                        $   101,323
                                                                    ===========

        LIABILITIES AND STOCKHOLDERS' DEFICIT

Accounts payable                                                    $   321,066
Accrued expenses                                                         15,485
Note payable to related party                                            45,126
Notes payable                                                            86,435
                                                                    -----------
Total Current Liabilities                                               468,112

Contingencies

STOCKHOLDERS' DEFICIT
Common stock, $.001 par value, 50,000,000
  shares authorized, 26,391,664 shares
  issued and outstanding                                                 26,392
Additional paid in capital                                            3,355,513
Comprehensive income                                                     71,306
Retained deficit                                                     (3,820,000)
                                                                    -----------
         Total Stockholders' Equity                                    (366,789)
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $   101,323
                                                                    ===========


                                       4
<PAGE>

                             GIVEMEPOWER CORPORATION
                            STATEMENTS OF OPERATIONS
             For the Three Months Ended September 30, 2003 and 2002

                                                      2003             2002
                                                  ------------     ------------

Revenues                                          $     20,333     $     22,411

Operating expenses
  Sales and Marketing                                    8,143            1,723
  General and Administrative                            75,266           92,805
  R&D - Product Development                             57,118           71,930
                                                  ------------     ------------
                                                       140,527          166,458
                                                  ------------     ------------
Net operating loss                                    (120,194)        (144,047)

Other expense
  Interest Expense                                                       (1,518)
  Other Income from Affiliate
                                                  ------------     ------------
NET LOSS                                              (120,194)        (145,565)
                                                  ------------     ------------
Comprehensive Income
  Foreign Currency Translation Adjustments              15,238              441
                                                  ------------     ------------
Comprehensive Loss                                $   (104,956)    $   (145,124)
                                                  ============     ============

Net Loss Per Common Share                               $(0.01)          $(0.01)
Weighted Average Common Shares Outstanding          23,691,664       15,607,597


                                       5
<PAGE>

                             GIVEMEPOWER CORPORATION
                            STATEMENTS OF CASH FLOWS
             For the Three Months Ended September 30, 2003 and 2002

                                                         2003           2002
                                                       ---------      ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                               $(120,194)     $(145,565)
Adjustments to reconcile net deficit to cash
  used in operating activities:
    Stock issued for services                             31,992
    Depreciation and amortization                          2,214          1,484
Net (increase) decrease in:
  Accounts receivable                                     (9,410)        (7,872)
  Other current assets                                      (945)         1,640
  Accounts payable and accrued expenses                   59,557         42,588
                                                       ---------      ---------
NET CASH USED IN OPERATING ACTIVITIES                    (68,778)       (75,733)
                                                       ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of notes payable                                      76,750
Payments on notes payable                                               (20,414)
Payments on installment notes payable                                    (1,079)
                                                       ---------      ---------
NET CASH FLOWS FROM FINANCING ACTIVITIES                                 55,257
                                                       ---------      ---------

EFFECT OF EXCHANGE RATES ON CASH                             713            622
                                                       ---------      ---------

NET DECREASE IN CASH                                     (68,065)       (19,854)

Cash balances
  - Beginning                                            154,267         24,654
                                                       ---------      ---------
  - Ending                                             $  86,202      $   4,800
                                                       =========      =========

                                       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, 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
the GiveMePower's latest Annual Report filed with the SEC on Form 10-KSB. In the
opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the most recent fiscal year,
2003, as reported on Form 10-KSB, have been omitted.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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

The current quarterly net loss was $120,194, a reduction of $25,371 or 17.4% in
comparison to last year's comparable quarter.

REVENUES

Revenue totaled $20,333 for the current quarterly period a reduction of $2,078
or 9.3% in comparison to last year's comparable quarter.

OPERATING EXPENSES

Sales and Marketing

Sales and marketing expenses totaled $8,143 for the current quarterly period an
increase of $6,420 or 372.6% in comparison to last years comparable quarter.
Sales and marketing expenses have been nominal largely due to the


                                       7
<PAGE>

efforts to finalize the development of our core product line prior to launching
concerted sales and marketing initiatives. It is anticipated that substantially
increased sales and marketing activities will commence in Quarter 2 and 3
throughout fiscal 2004 as the company finalizes its strategy for broader
commercial market introduction of our retail and embedded products and services.

General and Administrative

General and administrative expenses totaled $75,266 for the current quarterly
period a reduction of $17,539 or 18.8% in comparison to last year's comparable
quarter.

R&D - Product Development

Product development expenses totaled $57,118 for the current quarterly period a
reduction of $14,182 or 20.6% in comparison to last years comparable quarter.
Product development costs resulted from the Company's obligation to make minimum
quarterly payments to Felix Computer Aided Technologies GmbH (Felix) in return
for ongoing product development that commenced in February 2001 upon execution
of an agreement with Felix.

Depreciation

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

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2003, the Company had negative working capital of $375,437.
Of this amount, $86,435 in Notes payable will be settled by conversion to common
stock. The Company will continue to rely on external sources of capital to
finance the execution of our business plan. We do not have any firm commitments
to raise additional capital nor is there any assurance additional capital will
be available at acceptable terms. We continue to seek additional sources of
funding for working capital purposes.

STATEMENTS OF CASH FLOW

Cash Flow from Operations

For the quarter ended September 30, 2003 net cash used in operating activities
was $68,778, a decrease of $6,955 in comparison to last year's comparable
quarter. GMPW is conserving its' uses of cash as it will continue to issue
shares for services and focus its resources primarily towards the development
and enhancement of our principal products and services, and enhance our website
and other delivery mechanisms in anticipation of increased future sales and
marketing activities.

Capital Expenditures

For the quarter ended September 30, 2003 and September 30, 2002 no capital
expenditures were incurred. GMPW expects to incur future capital expenditures
for office furniture and computer equipment if and when it hires new employees.

Financing Activities

For the quarter ended September 30, 2003 no increase in cash flow was incurred,
in the comparable quarter to last year the Company had a net increase in cash
flow of $55,257.


                                       8
<PAGE>

FUTURE RESULTS

The results of operations for the quarterly period September 30, 2003 presented
above are not necessarily indicative of the results to be expected for upcoming
fiscal quarters and/ or years and will depend on a number of factors including,
but not limited to, the following: timing of launch, access to capital,
competition, market penetration, market acceptance, and marketing initiatives.

                                     PART II

ITEM 3. LEGAL PROCEEDINGS.

JAY & ASSOCIATES, LLC VS. GIVEMEPOWER INC.

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

Under the Demand for Arbitration, Elite claims that GiveMePower had a consulting
agreement with Elite whereby GiveMePower would issue up to 735,290 shares of
common stock plus up to 1,000,000 warrants to acquire GiveMePower shares.
GiveMePower issued Elite 298,118 shares and has not issued any additional
shares, nor released any warrants from escrow due to Elite not performing the
required services. No liability has been recorded by GiveMePower related to the
additional shares due under consulting agreement. GiveMePower believes this case
to be without merit and Management does not believe that Elite will prevail.

TODD DOUGLAS NOBLE VS. GIVEMEPOWER INC.

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

ITEM 4. CONTROLS AND PROCEDURES

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


                                       9
<PAGE>

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

None.

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

2004 TRANSACTIONS

No sales of Unregistered Securities occurred in quarter ended September 30, 2003
as compared to 306,694 shares issued for; cash, consulting services and product
development in last year's comparable quarter.

ITEM 7. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

None.

ITEM 8. EXHIBITS AND REPORTS ON FORM 8-K.

<TABLE>
<CAPTION>
Exhibit  Description                                                                                         Page
-------  -----------                                                                                         ----
<S>      <C>                                                                                                   <C>
31.1     Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    11
31.2     Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    12
32.1     Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    13
32.2     Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    13
</TABLE>

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:                                         Dated: November 19, 2003
   --------------------------------------
   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:                                         Dated: November 19, 2003
   --------------------------------------
   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.