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, 2005


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

                  For the Transition Period From _____ to _____

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

                        Commission File Number 333-67318

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

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

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

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

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


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

Yes   [ x ]   No  [   ]

Indicate by check mark 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 March 31, 2005 were $34,273.

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,  2005 there were  27,061,544  shares of  issuer's  common  stock
outstanding.

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


<PAGE>

                            GIVEMEPOWER CORPORATION
                                  FORM 10-QSB
                  For the Fiscal Quarter Ended March 31, 2005

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


Part I                                                                    Page

Item 1.  Financial Statements.                                              4

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

Item 3.  Controls and Procedures                                           11

Part II                                                                   Page

Item 1.  Legal Proceedings.                                                12

Item 2.  Unregistered Sale of Equity Securities and Use of Proceeds        12

Item 3.  Defaults Upon Senior Securities                                   12

Item 4.  Submission of Matters to a Vote of Security Holders.              12

Item 5.  Other Information                                                 12

Item 6. Exhibits.                                                          12

                                       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
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2005
                                   (Unaudited)



         ASSETS

Cash                                                               $   60,834
Accounts receivable, net the allowance
  for doubtful account of $1,720                                       20,089
Other current assets                                                    2,368
                                                                   ----------

  Total Current Assets                                                 83,291

Property and equipment, net
  accumulated depreciation of $39,791                                   4,887
                                                                   ----------

Total Assets                                                       $   88,178
                                                                   ==========



         LIABILITIES AND STOCKHOLDERS' DEFICIT

Accounts payable                                                   $  605,934
Accrued expenses                                                      169,088
Notes payable to related party                                        501,898
                                                                   ----------

  Total Current Liabilities                                         1,276,920


STOCKHOLDERS' DEFICIT
Common stock, $.001 par value, 50,000,000
  shares authorized, 27,061,544 shares
  issued and outstanding                                               27,061
Additional paid in capital                                          4,371,369
Other comprehensive income                                             82,306
Retained deficit                                                   (5,669,478)
                                                                   ----------

  Total Stockholders' Deficit                                      (1,188,742)
                                                                   ----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                        $   88,178
                                                                   ==========

                                       4
<PAGE>

                            GIVEMEPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
           For the Three and Nine Months Ended March 31, 2005 and 2004
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                              Three                              Nine
                                                          Months Ended                       Months Ended
                                                            March 31,                          March 31,
                                                       2005               2004            2005              2004
                                                     ---------         ---------        ---------        ---------
<S>                                                      <C>              <C>              <C>              <C>
Revenues                                             $  34,273         $  20,686        $ 153,985        $  88,555

Operating expenses
    Cost of sales                                        5,100                 -           25,826                -
    Sales and marketing                                 15,824            41,546           40,360           95,755
    General and administrative                          22,698           245,878          312,310          432,328
    R&D - product development                           35,052            56,750          150,031          170,438
                                                     ---------         ---------        ---------        ---------

                                                        78,674           344,174          528,527          698,521
                                                     ---------         ---------        ---------        ---------

       Net operating loss                              (44,401)         (323,488)        (374,542)        (609,966)

Other Income (Expense)
    Interest expense                                   (24,952)         (117,313)        (141,508)        (170,721)
                                                     ---------         ---------        ---------        ---------

       Net loss                                      $ (69,353)        $(440,801)       $(516,050)       $(780,687)
                                                     =========         =========        =========        =========



Basic and diluted net loss  per common share         $    (.00)        $    (.02)       $    (.02)       $    (.03)




Weighted Average Common Shares Outstanding          27,241,248        28,622,492       25,188,614       26,859,492


</TABLE>

                                       5
<PAGE>

                             GIVEMEPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                For the Nine Months Ended March 31, 2005 and 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                2005                        2004
                                                                             ----------                  ----------
<S>                                                                          <C>                         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                     $ (516,050)                 $ (780,687)
    Adjustments to reconcile net loss to cash
       used in operating activities:
       Stock issued for services                                                 89,474                     134,490
       Amortization on debt discount                                            111,403                     113,667
       Depreciation and amortization                                              4,224                       7,087
    Net changes in:
       Accounts receivable                                                      (10,599)                    (13,857)
       Other current assets                                                      (1,086)                     (3,611)
       Accounts payable and accrued expenses                                    126,673                     175,530
                                                                             ----------                  ----------
NET CASH USED IN OPERATING ACTIVITIES                                          (195,961)                   (367,381)
                                                                             ----------                  ----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of furniture and equipment                                          (1,519)                     (6,316)
                                                                             ----------                  ----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from notes payable                                                 212,000                     300,210
                                                                             ----------                  ----------

EFFECT OF EXCHANGE RATES ON CASH                                               (107,747)                     12,549
                                                                             ----------                  ----------
NET CHANGE IN CASH                                                              (93,227)                    (60,938)

Cash balances
-        Beginning                                                              154,061                     154,267
                                                                             ----------                  ----------
-        Ending                                                              $   60,834                  $   93,329
                                                                             ==========                  ==========
</TABLE>

                                       6
<PAGE>
                             GIVEMEPOWER CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

The  accompanying   unaudited  interim  consolidated   financial  statements  of
GiveMePower Corporation  ("GiveMePower"),  have been prepared in accordance with
accounting principles generally accepted in the United States of America and the
rules of the Securities and Exchange Commission  ("SEC"),  and should be read in
conjunction with the audited financial statements and notes thereto contained in
GiveMePower's Annual Report filed with the SEC on Form 10-KSB. In the opinion of
management,  all  adjustments,   consisting  of  normal  recurring  adjustments,
necessary  for a fair  presentation  of  financial  position  and the results of
operations for the interim  periods  presented have been reflected  herein.  The
results of operations for interim periods are not necessarily  indicative of the
results to be  expected  for the full year.  Notes to the  financial  statements
which would  substantially  duplicate  the  disclosure  contained in the audited
financial  statements  for fiscal  2004 as reported in the form 10-KSB have been
omitted.

NOTE 2 - NOTES PAYABLE

Notes  payable  consists of advances  from  individual  investors  and  existing
shareholders.  During  second  and third  quarter  of fiscal  2005,  GiveMePower
obtained two  additional  loans from a shareholder in the amount of $164,000 and
$48,000,  respectively.  These notes are unsecured, bear interest at 5%, and are
repayable in five years.  These notes are convertible  into 1,185,000  shares of
common stock at conversion prices ranging from $0.16 to $0.30 per share. Because
the conversion prices are below the market trading price of GiveMePower's common
stock when the notes were issued, a Beneficial  Conversion  Feature was created.
Under accounting  rules proscribed by EITF 00-27,  these notes are discounted by
$101,850 for this beneficial  conversion feature. The discount is amortized over
the life of the note as interest  expense.  As of March 31, 2005,  $6,920 of the
discount has been amortized. A summary is as follows:

Amount of proceeds received                        $     212,000
Amount of discount                                      (101,850)

Discount amortization
   through March 31, 2005                                  6,920
                                                   -------------


Net amount as of March 31, 2005                    $     117,070
                                                   =============

The above  $117,070 note payable to the  shareholder  is included in the Balance
Sheet under caption - Notes Payable to related parties.

NOTE 3 - COMMON STOCK For the three months and nine months ended March 31, 2005,
GiveMePower issued 154,498 and 252,363 shares of common stock, respectively, for
services valued at $64,263 and $89,474, respectively,  based on the market price
of the shares when the services were performed.

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

The following  information  should be read in conjunction  with the consolidated
financial  statements and the notes thereto contained  elsewhere in this report.
The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for  forward-looking  statements.  Information  in this  Item  2,  "Management's
Discussion and Analysis or Plan of Operation," and elsewhere in this 10-QSB that
does  not  consist  of  historical  facts,  are  "forward-looking   statements."
Statements  accompanied  or  qualified  by, or  containing  words such as "may,"
"will,"  "should,"   "believes,"   "expects,"  "intends,"  "plans,"  "projects,"
"estimates,"  "predicts,"  "potential,"  "outlook,"  "forecast,"  "anticipates,"
"presume," and "assume" constitute forward-looking  statements, and as such, are
not a guarantee  of future  performance.  Risks and  uncertainties  can include,
among others,  fluctuations  in general  business  cycles and changing  economic
conditions; changing product demand and industry capacity; increased competition
and pricing pressures; advances in technology that can reduce the demand for the
Company's products, as well as other factors, many or all of which may be beyond
the Company's control.  Consequently,  investors should not place undue reliance
on  forward-looking  statements  as predictive  of future  results.  The Company
disclaims  any  obligation  to update  the  forward-looking  statements  in this
report.

COMPARISON  OF RESULTS FOR THE THIRD QUARTER ENDED MARCH 31, 2005 AS COMPARED TO
THE THIRD QUARTER ENDED MARCH 31, 2004 WITH COMPARISON TO THE COMPARABLE  PERIOD
FOR THE NINE MONTHS ENDED MARCH 31 2005 AS COMPARED TO MARCH 31, 2004.

The current quarterly net loss was $69,353,  a reduction of $371,448 or 84.3% in
comparison  to last  year's  comparable  quarter.  The  year to  date  loss  was
$516,050,  a  decrease  of  $264,637  or  33.9%  in  comparison  to last  year's
comparable period.

REVENUES

Revenue for the current quarter totaled $34,273, an increase of $13,587 or 65.7%
in comparison to last year's  comparable  period.  Year to date revenue  totaled
$153,985,  an  increase  of  $65,430  or  73.9%  in  comparison  to last  year's
comparable  period.  Revenues  have  increased  largely  due to  our  customers'
continued growing acceptance of our PowerCAD product lines,  introduction of new
applications  in conjunction  with the completion of product updates for Windows
Mobile 2003 and the introduction of our new reseller programs.

OPERATING EXPENSES

Cost of Sales

Cost of sales for the current quarter  totaled $5,100,  an increase of $5,100 in
comparison to last year's comparable period.  Year to date cost of sales totaled
$25,826,  an increase of $25,826.  Cost of sales is  comprised  of CD costs,  CD
packaging and payments to third parties such as resellers.

Selling, Sales and Marketing

Selling,  sales and marketing expenses totaled $15,824 for the current quarterly
period a decrease of $25,722 in  comparison to last year's  comparable  quarter.
Year to date sales and marketing expenses totaled $40,360, a decrease of $55,395
in comparison to last year's  comparable  period.  Sales and marketing  expenses
have  decreased due to a realignment  of the Company's  selling plan from inside
personnel  to dealer  channel  programs  in a  successful  effort to expand  the
PowerCAD product lines,  developers  licenses and reseller  programs  throughout
North America.

                                       8
<PAGE>
General and Administrative

General and  administrative  expenses totaled $22,698 for the current  quarterly
period, a decrease of $223,180 or 90.8% in comparison to last year's  comparable
quarter.  Year to date general and administrative  expenses totaled $312,310,  a
decrease of $ or 27.8% in comparison to last year's comparable period.

R&D - Product Development

Product development expenses totaled $35,052 for the current quarterly period, a
decrease of $21,698 or 38.2% in  comparison to last year's  comparable  quarter.
Year to date  product  development  expenses  totaled  $150,031,  a decrease  of
$20,407  or 12.0% 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.

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  $24,952 and $141,508 for the third  quarter and nine
months  respectively  ending March 31, 2005.  During fiscal year 2004, we issued
various notes payable to individual investors and existing  shareholders.  These
notes are unsecured, bear interest at 8%, and are repayable in one to five years
from date of issuance.  These notes are convertible into approximately 2,403,250
shares of common stock at conversion prices ranging from $.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  $217,677.  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.

Capital Expenditures

For the nine months ended March 31, 2005 $1,519 of computer equipment  purchases
were  incurred as compared with $6,316 for the  comparable  period last year. 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 and nine months ended March 31, 2005
and March 31, 2004 presented above are not necessarily indicative of the results
to be expected for upcoming fiscal quarters or years and will depend on a number
of factors  including,  but not  limited  to, the  following:  timing of launch,
access to capital,  competition,  market  penetration,  market  acceptance,  and
marketing initiatives.

                                       9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2005, we had negative  working capital of $1,193,629 as compared
to negative  working  capital of $549,548 at March 31,  2004.  Non-cash  current
liabilities  consisting  of $463,498 in accruals  for stock a  settlement  as we
expect this to be settled by  conversion  to common  stock when the notes become
due.  We will  continue  to rely on  external  sources of capital to finance the
execution of our business  plan.  We do not have any firm  commitments  to raise
additional  capital  nor is  there  any  assurance  additional  capital  will be
available at acceptable terms. We continue to seek additional sources of funding
for working capital purposes.

For the nine months ended March 31, 2005 net cash used in  operating  activities
was $195,961,  a decrease of $171,420 in  comparison  to last year's  comparable
quarter. 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.

Based upon our  substantial  accumulated  losses since  inception  ($5,669,478),
including a loss of $69,353 for the current  quarter  ended March 31, 2005 and a
loss of $516,050  for the nine  months  ended March 31,  2005,  working  capital
deficiency  ($1,193,629) and stockholders'  deficiency ($1,188,742) at March 31,
2005, our current rate of cash consumption, the uncertainty of liquidity-related
initiatives  described  in  detail  below,  and the  reasonable  possibility  of
on-going   negative   impacts  on  our  operations  from  the  overall  economic
environment for a further unknown period of time, there is substantial  doubt as
to our  ability to  continue  as a going  concern.  We  anticipate  that we will
require up to  approximately  $800,000 to fund our continued  operations for the
next twelve months, depending on revenues derived from operations.

The  successful  implementation  of our  business  plan has  required,  and will
require on a going forward  basis,  sufficient  funds to finance (i)  continuing
ongoing operations, (ii) further development of our software technologies, (iii)
settlement  of  existing  liabilities  including  use of cash and or issuance of
shares, and (iv) possible selective acquisitions of software licenses to achieve
the products we believe will be necessary to remain  competitive in the computer
aided drawing industry.  There can be no assurance that we will be successful in
raising the necessary funds.

Outlook

Our  sources  of ongoing  liquidity  include  the cash flows of our  operations,
potential  new  credit  facilities,  and  potential  additional  equity  or debt
investments.  Consequently,  we continue to aggressively  pursue additional debt
and equity financing, the restructuring of certain existing debt obligations and
the reduction of our operating  expenses.  In addition,  we have  structured our
overall  operations and resources around high gross margin  enterprise  products
and services.  However, in order to remain in business, we must raise additional
cash in a timely and prudent fashion.

The  following  initiatives  related to raising  the  required  funds,  settling
liabilities and/or reducing expenses have been completed or are in process:

     o    Finalizing  an updated  business plan to be used as a guiding tool for
          the next 12 month period;
     o    Leveraging  the  business  plan to enter into term sheet  negotiations
          with appropriate venture capitalists;
     o    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 March 31,
          2005, 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.

                                       11
<PAGE>

                                    Part II

ITEM 1.  LEGAL PROCEEDINGS.

From  time to time,  we may  become  involved  in  various  lawsuits  and  legal
proceedings  that  which  arise in the  ordinary  course of  business.  However,
litigation is subject to inherent uncertainties,  and an adverse result in these
or other matters may arise from time to time that may harm our business.  Except
as described 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.

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 defense 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.  UNREGISTERED SALES OF EQUITY 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.

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

                                       12
<PAGE>

          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: May 16, 2005
    ---------------------
    William V. Walton
Director, Chief Executive Officer, President And Acting Treasurer and Secretary

(As a duly  authorized  officer  on behalf of the  Registrant  and as  Principal
Executive Officer)


By: /s/ J. L. (Jim) BOLOKOSKI                        Dated: May 16, 2005
    -------------------------
    J.L. (Jim) Bolokoski
    Acting Chief Financial Officer

(As a duly  authorized  officer  on behalf of the  Registrant  and as  Principal
Financial and Accounting Officer)