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 Third Quarter Ended March 31, 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 incorporation           (IRS Employer
                  or organization)                           Identification No.)

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

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


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


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


Yes   [ x ]   No  [   ]


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


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


Total revenues for the Third Quarter Ended March 31, 2004 were $20,788.


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 March 31, 2004 there were 26,776,938 shares of issuer's common stock
outstanding.


<PAGE>
--------------------------------------------------------------------------------

                             GIVEMEPOWER CORPORATION
                                   FORM 10-QSB
                   For the Third Quarter Ended March 31, 2004

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Part I
                                                                                     Page

<S>  <C>                                                                               <C>
Item 1.  Financial Statements.                                                         4

         a. Consolidated Balance Sheet as of March 31, 2004                            4
         b. Consolidated Statements of Operations
             for the Three and Nine Months Ended March 31, 2004 and 2003               5
         c. Consolidated Statements of Cash Flows
             for the Three and Nine Months Ended March 31, 2004 and 2003               6
         d. Notes to Consolidated Financial Statements                                 7

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


Part ll
------                                                                               Page

Item 1.  Legal Proceedings.                                                           11

Item 2.   Changes in Securities                                                       11

Item 3.  Defaults upon Senior Securities                                              11

Item 4.  Submission of Matters to a Vote of Security Holders.                         11

Item 5.  Other Information                                                            11

Item 6.  Exhibits and Reports on Form 8-K.                                            12


Signatures.                                                                           12
</TABLE>

                                       2
<PAGE>
                                     PART I


                           FORWARD-LOOKING INFORMATION

This Quarterly Report of GiveMePower Corporation ("GMPW" or the "Company") on
Form 10-QSB contains forward-looking statements, particularly those identified
with the words, "anticipates," "believes," "expects," "plans," "intends",
"objectives" and similar expressions. These statements reflect management's best
judgment based on factors known at the time of such statements. The reader may
find discussions containing such forward-looking statements in the material set
forth under "Legal Proceedings" and "Management's Discussion and Analysis and
Plan of Operations," generally, and specifically therein under the captions
"Liquidity and Capital Resources" as well as elsewhere in this Quarterly Report
on Form 10-QSB. Actual events or results may differ materially from those
discussed herein.


                           REPORTS TO SECURITY HOLDERS

Although we are not required to deliver our annual or quarterly reports to
security holders, we would be pleased to forward this information to security
holders upon receiving a written request to receive such information. The
reports and other information filed by us will be available for inspection and
copying at the public reference facilities of the Securities and Exchange
Commission located at 450 Fifth Street, N. W., Washington, D.C. 20549.

Copies of such material may be obtained by mail from the Public Reference
Section of the Securities and Exchange Commission at 450 Fifth Street, N. W.,
Washington, D.C. 20549, at prescribed rates. Information on the operation of the
Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In
addition, the Commission maintains a World Wide Website on the Internet at:
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Securities and Exchange Commission.


                                       3
<PAGE>
ITEM 1.  FINANCIAL STATEMENTS

                             GIVEMEPOWER CORPORATION
                                  BALANCE SHEET
                                 March 31, 2004


ASSETS

    Cash                                                                $93,329
    Accounts receivable, net                                             15,245
    Other current assets                                                  6,274
                                                                     -----------
       Total Current Assets                                             114,848

    Property and equipment, net of $32,255
       accumulated depreciation                                           7,333
                                                                     -----------
       Total Assets                                                    $122,181
                                                                     ===========


LIABILITIES AND STOCKHOLDERS' DEFICIT

    Accounts payable                                                   $414,438
    Accrued expenses                                                     37,928
    Note payable to related party                                        46,363
    Notes payable                                                       165,667
                                                                     -----------
       Total Current Liabilities                                        664,396
                                                                     -----------

STOCKHOLDERS' DEFICIT

    Common stock, $.001 par value, 50,000,000 shares
       authorized, 27,027,190 shares issued and outstanding              27,028
    Additional paid in capital                                        3,803,802
    Comprehensive income                                                107,449
    Retained deficit                                                 (4,480,494)
                                                                     -----------
       Total Stockholders' Deficit                                     (542,215)
                                                                     -----------
       Total Liabilities and Stockholders' Deficit                     $122,181
                                                                     ===========

                                       4
<PAGE>

                             GIVEMEPOWER CORPORATION
                            STATEMENTS OF OPERATIONS
                      For the Three Months and Nine Months
                          Ended March 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                              Three                              Nine
                                                          Months Ended                       Months Ended
                                                            March 31,                          March 31,
                                                     2004              2003             2004             2003
                                                     ---------         ---------        ---------        ---------
<S>                                                   <C>               <C>              <C>              <C>
Revenues                                              $20,686           $32,259          $88,555          $77,879

Operating expenses
    Sales and marketing                                41,546                37           95,755            3,010
    General and administrative                        245,878           148,298          432,328          731,913
    R&D - product development                          56,750            67,329          170,438          195,903
                                                     ---------         ---------        ---------        ---------
                                                      344,174           215,664          698,521          930,826
                                                     ---------         ---------        ---------        ---------
       Net operating loss                            (323,488)         (183,405)        (609,966)        (852,947)

Other Income (Expense)
    Interest expense                                 (117,313)          (11,718)        (170,721)         (15,649)
                                                     ---------         ---------        ---------        ---------
       Net loss                                      (440,801)         (195,123)        (780,687)        (868,596)
                                                     ---------         ---------        ---------        ---------

    Currency Adjustment                                     0             7,911                0           11,702
                                                     ---------         ---------        ---------        ---------
       Total loss                                   $(440,801)        $(187,212)       $(780,687)       $(856,894)
                                                     ---------         ---------        ---------        ---------



Basic and diluted net loss
    per common share                                    ($.01)            ($.01)           ($.03)           ($.05)
Weighted average common shares
    outstanding                                    28,622,492        20,823,240       26,859,492       18,551,777
</TABLE>

                                       5
<PAGE>
                             GIVEMEPOWER CORPORATION
                            STATEMENTS OF CASH FLOWS
                For the Nine Months Ended March 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                               2004                       2003
                                                                             ---------                  ---------
<S>                                                                          <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                                 ($780,687)                 ($868,596)
    Adjustments to reconcile net loss to cash
       used in operating activities:
       Stock issued for services                                               134,490                    392,158
       Non-cash Interest                                                       113,667
       Option expense                                                                                     107,975
       Depreciation and amortization                                             7,087                      6,380
       Interest expense from beneficial conversion
          Feature on convertible notes payable                                       0                      9,314
       Gain on sales of website content                                              0                    (25,573)
    Net changes in:
       Accounts receivable                                                     (13,857)                   (12,014)
       Other current assets                                                     (3,611)                     1,472
       Accounts payable and accrued expenses                                   175,530                    243,044
                                                                              ---------                 ----------
NET CASH USED IN OPERATING ACTIVITIES                                         (367,381)                  (120,267)


CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase Fixed Assets, Equipment                                            (6,316)                         0


CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from notes payable                                                300,210                     60,822
    Payments on notes payable                                                        0                     (3,015)
    Proceeds from sale of common stock                                               0                     28,000
                                                                              ---------                 ----------
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                                300,210                     85,807
                                                                              ---------                 ----------

EFFECT OF EXCHANGE RATES ON CASH                                                12,549                     10,695
                                                                              ---------                 ----------
NET CHANGE IN CASH                                                             (60,938)                   (23,765)

Cash balances
-        Beginning                                                             154,267                     24,654
                                                                              ---------                  ---------
-        Ending                                                                $93,329                       $889
                                                                              =========                  =========

</TABLE>

                                       6
<PAGE>



                             GIVEMEPOWER CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

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


NOTE 2 - NOTES PAYABLE


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

Under generally accepted accounting principles, GiveMePower is required to
record the value of the beneficial conversion feature of these convertible
debentures as a debt discount. The total debt discount recorded on the
convertible notes during the quarter ended December 31, 2003 was approximately
$248,000. This debt discount will be amortized and charged to interest expense
over the term of the respective note agreements. In the event the investors
convert the debentures prior to the maturity of the agreements then generally
accepted accounting principles require GiveMePower to expense the unamortized
balance of the debt discount in full. $51,677 was expensed during the quarter
ended December 31, 2003 and $62,000 during the quarter ended March 31, 2004
related to the discount.


                                       7
<PAGE>
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 $440,801, an increase of $253,589 or 135.5%
in comparison to last year's comparable quarter. The year to date loss was
$780,687, a reduction of $76,207 or 8.9% in comparison to last year's comparable
period.

                                    REVENUES

Revenue for the current quarter totaled $20,686 a decrease of $11,573 or 35.8%
in comparison to last year's comparable period. Year to date revenue totaled
$88,555, an increase of $10,676 or 13.7% in comparison to last year's comparable
period. Year to date revenues have marginally increased due to our customers
growing acceptance of our retail PowerCAD product lines in conjunction with the
completion of product updates for Windows Mobile 2003 along with the
introduction of our new reseller and Power Developer programs.


                               OPERATING EXPENSES

Sales and Marketing

Sales and marketing expenses totaled $41,547 for the current quarterly period an
increase of $41,510 in comparison to last year's comparable quarter. Year to
date sales and marketing expenses totaled $95,756, an increase of $92,746 in
comparison to last year's comparable period. Sales and marketing expenses have
increased due to the required efforts to expand the retail PowerCAD product
lines, developers licenses and reseller programs throughout North America.

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

General and Administrative

General and administrative expenses totaled $245,878 for the current quarterly
period an increase of $97,580 or 65.8% in comparison to last year's comparable
quarter. Year to date general and administrative expenses totaled $432,327 a
reduction of $299,586 or 40.9% in comparison to last year's comparable period.
General and administrative expenses decreased year over year due to reduced
consulting and professional fees.

R&D - Product Development

Product development expenses totaled $56,750 for the current quarterly period, a
reduction of $10,579 in comparison to last year's comparable quarter. Year to
date product development expenses totaled $170,438, a reduction of 25,465 or
13.0% in comparison to last year's comparable quarter. Product development costs
are incurred as a result of the Company's obligation to make minimum quarterly
payments to Felix Computer Aided Technologies GmbH (Felix) in return for ongoing
product development that commenced in February 2001 upon execution of an
agreement with Felix. These costs cover all of the current product offerings.

                                       8
<PAGE>
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 March 31, 2004, the Company had negative working capital of $549,548. Of
this amount, $165,667 is in Investor Notes Payable which may be converted to
Common Stock prior to October 15, 2004 as noted in the subordinated capital
note. The Company will continue to rely on external sources of capital to
finance the execution of our business plan. We do not have any firm commitments
to raise additional capital nor is there any assurance additional capital will
be available at acceptable terms. We continue to seek additional sources of
funding for working capital purposes.


                             Statements of Cash Flow

Cash Flow from Operations

For the nine months ended March 31, 2004, net cash used in operating activities
was $367,381, an increase of $247,114 in comparison to last year's comparable
period. The Company is endeavoring to conserve its uses of cash and intends to
continue to issue shares for services and focus its resources primarily towards
the development and enhancement of our principal products and services. In
addition, the Company will enhance its website and other product delivery
mechanism efforts in anticipation of increased future sales and marketing
activities.


Capital Expenditures

For the nine months ended March 31, 2004, $6,316 of capital expenditures were
incurred for various computer devices while no capital expenditures were
incurred in comparison to last year's comparable period . The Company expects to
incur future capital expenditures for office furniture and computer equipment if
and when it hires new employees.


Financing Activities

For the nine months ended March 31, 2004, financing activities increased cash
flow by $300,210 as compared to $85,807 in last year's comparable period.


                                 Future Results

The results of operations for the quarterly and year to date reporting period
ended March 31, 2004 presented above are not necessarily indicative of the
results to be expected for upcoming fiscal quarters and/ or years and will
depend on a number of factors including, but not limited to, the following:
timing of launch, access to capital, competition, market penetration, market
acceptance, and marketing initiatives.

                                       9
<PAGE>


ITEM 3            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.



                                       10
<PAGE>
                                     PART II

ITEM 1.           LEGAL PROCEEDINGS.

                   JAY & ASSOCIATES, LLC VS. GIVEMEPOWER INC.

On August 20, 2003, GiveMePower, Inc ., our operating subsidiary, received a
Notice of Claim 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.

On March 31, 2004, GiveMePower, Inc. filed a Counter Claim against Elite before
the American Arbitration Association in New York. GiveMePower has alleged that
it was fraudulently induced to enter into the contract with Elite, and that
Elite breached the contract by failing to perform. Damages requested by the
Company include return of all stock that was paid in consideration; a total of
325,000 shares of Common Stock or equivalent monetary damages.

                     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.

On November 18, 2003, the Company filed a Counterclaim against Mr. Noble. At the
time of filing, the minimum damage claim was $36,000 and as stated in the
Counterclaim, the Company believes that this damage amount may increase. By
Order obtained from the Provincial Court of Alberta, dated April 5, 2004, the
Company's claim against Mr. Noble and his claim against the Company have been
transferred to the Court of Queens Bench of Alberta and the matters are ongoing.


ITEM 2.           CHANGES IN SECURITIES

In the quarter ended March 31, 2004, a total of 632,017 shares of our Common
Stock were issued to a variety of consultants for marketing, web-site design,
legal and other consulting services. This issuance is considered exempt from
registration by reason of 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.

                                       11
<PAGE>
ITEM 5.  OTHER INFORMATION

None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

Exhibit                                      Description


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

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

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

32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002


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: May 13, 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: May 13, 2004
--------------------------
Jim Bolokoski Acting Chief Financial Officer
(As a duly authorized officer on behalf of the Registrant
and as Principal Financial and Accounting Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.


                                       12