UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                 AMENDMENT NO. 1
                                       TO
                                   FORM 10-QSB

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

                 For the Second Quarter Ended December 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 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 December 31, 2004 were $70,285.


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 February 10, 2005 there were  27,104,378  shares of issuer's  common stock
outstanding.



                                        1
<PAGE>


                             GIVEMEPOWER CORPORATION
                                   FORM 10-QSB


                   For the Fiscal Quarter Ended December 31, 2004



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                                           12

Part ll                                                                   Page

Item 1.  Legal Proceedings.                                                13

Item 2.  Unregistered Sale of Equity Securities and Use of Proceeds        13

Item 3.  Defaults Upon Senior Securities                                   14

Item 4.  Submission of Matters to a Vote of Security Holders.              14

Item 5.  Other Information                                                 14

Item 6.  Exhibits.                                                         14


                                       2
<PAGE>


                                     PART I


FORWARD-LOOKING INFORMATION

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

REPORTS TO SECURITY HOLDERS

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

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

                                       3
<PAGE>

ITEM 1.  Financial Statements.

                             GIVEMEPOWER CORPORATION
                                  BALANCE SHEET
                                December 31, 2004
                                   (Unaudited)



         ASSETS

Cash                                                            $   121,914
Accounts receivable, net the
  allowance for doubtful account of $1,720                           51,555
Other current assets                                                  9,088
                                                                 ----------

  Total Current Assets                                              182,557

Property and equipment, net
  accumulated depreciation                                            4,134
                                                                 ----------

Total Assets                                                     $  186,691
                                                                 ==========



         LIABILITIES AND STOCKHOLDERS' DEFICIT

Accounts payable                                                 $  633,693
Accrued expenses                                                    225,823
Notes payable to related parties                                    446,534
                                                                 ----------

  Total Current Liabilities                                       1,306,050


STOCKHOLDERS' DEFICIT
Common stock, $.001 par value, 50,000,000
  shares authorized, 27,147,298 shares
  issued and outstanding                                             27,147
Additional paid in capital                                        4,292,820
Other comprehensive income                                          160,799
Retained deficit                                                 (5,600,125)
                                                                 ----------

  Total Stockholders' Deficit                                    (1,119,359)
                                                                 ----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                      $  186,691
                                                                 ==========

                                       4
<PAGE>


                             GIVEMEPOWER CORPORATION
                            STATEMENTS OF OPERATIONS
          For the Three and Six Months Ended December 31, 2004 and 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              Three                               Six
                                                          Months Ended                       Months Ended
                                                          December 31,                       December 31,
                                                        2004              2003             2004             2003
                                                     ---------         ---------         ---------        ---------
<S>                                                     <C>               <C>              <C>              <C>
Revenues                                             $  70,285         $  47,537        $  119,712       $   67,869

Operating expenses
    Cost of sales                                        8,588                 -            20,726                -
    Sales and marketing                                 13,350            46,066            24,536           54,210
    General and administrative                         159,002           126,405           289,612          186,449
    R&D - product development                           64,979            56,570           114,979          113,688
                                                     ---------         ---------         ---------        ---------
                                                       245,919           229,041           449,853          354,347
                                                     ---------         ---------         ---------        ---------
       Net operating loss                             (175,634)         (181,504)         (330,141)        (286,478)

Other Income (Expense)
    Interest expense                                  (29,686)           (53,408)         (116,556)         (53,408)
                                                     ---------         ---------         ---------        ---------
       Net loss                                       (205,320)         (234,912)         (446,697)        (339,886)
                                                     ---------         ---------         ---------        ---------



Basic and diluted net loss per common share
                                                     $    (.01)        $    (.01)       $     (.02)      $     (.01)


Weighted Average Common Shares Outstanding

                                                    27,147,216        23,691,664        27,147,298       23,691,664
                                                    ----------        ----------        ----------       ----------
</TABLE>


                                       5
<PAGE>

                             GIVEMEPOWER CORPORATION
                            STATEMENTS OF CASH FLOWS
               For the Six Months Ended December 31, 2004 and 2003
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                             2004             2003
                                                                                         ----------       ----------
<S>                                                                                          <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                                 $(446,697)       $(339,886)
    Adjustments to reconcile net loss to cash
       used in operating activities:
       Stock issued for services                                                            25,211            1,930
       Amortization on debt discount                                                        22,540           51,667
       Depreciation and amortization                                                         3,459            4,677
    Net changes in:
       Accounts receivable                                                                 (42,066)         (22,291)
       Other current assets                                                                 (7,884)          (1,711)
       Accounts payable and accrued expenses                                               285,147          123,373
                                                                                         ----------      -----------
NET CASH USED IN OPERATING ACTIVITIES                                                     (160,290)        (182,241)
                                                                                         ----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of furniture and equipment                                                          -          (1,799)
                                                                                        -----------      -----------
NET CASH PROVIDED BY INVESTING ACTIVITIES                                                        -          (1,799)
                                                                                        -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from notes payable to related parties                                         164,000          302,033
                                                                                         ----------      -----------

EFFECT OF EXCHANGE RATES ON CASH                                                           (35,857)          35,431
                                                                                         ----------      -----------
NET CHANGE IN CASH                                                                         (32,147)          82,562

Cash balances
-        Beginning                                                                         154,061          154,267
                                                                                         ----------       ----------
-        Ending                                                                          $ 121,914        $ 236,829
                                                                                         ==========       ==========
</TABLE>

                                       6
<PAGE>



                             GIVEMEPOWER CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - BASIS OF PRESENTATION

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


NOTE 2 - NOTE PAYABLE

Notes  payable  consists of advances  from  individual  investors  and  existing
shareholders.  During November, GiveMePower obtained an additional $164,000 loan
from its  shareholder.  This note is  unsecured,  bears  interest  at 5%, and is
repayable  in five years.  This note is  convertible  into  1,025,000  shares of
common  stock at  conversion  prices of $.16 per share.  Because the  conversion
price is 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,  the notes are discounted by
$92,250 for this beneficial  conversion feature.  The discount is amortized over
the life of the note as interest expense. As of December 31, 2004, $2,307 of the
discount has been amortized. A summary is as follows:

        Amount of proceeds received                        $     164,000
        Amount of discount                                       (92,250)
        Discount amortization
           through December 31, 2004                               2,307
                                                          --------------
        Net amount as of December 31, 2004                 $      74,057
                                                          ==============

The above  $74,057  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 ended December 31, 2004,  GiveMePower  issued 97,865 shares
of common stock for services valued at $25,211, 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 SECOND QUARTER ENDED DECEMBER 31, 2004 AS COMPARED
TO THE SECOND QUARTER ENDED DECEMBER 31, 2003 WITH  COMPARISON TO THE COMPARABLE
PERIOD FOR THE SIX MONTHS  ENDED  DECEMBER 31 2004 AS  COMPARED TO DECEMBER  31,
2003.

The current quarterly net loss was $205,320,  a reduction of $29,592 or 12.6% in
comparison  to last  year's  comparable  quarter.  The  year to  date  loss  was
$446,697,  an  increase  of  $106,811  or 31.4%  in  comparison  to last  year's
comparable period.

REVENUES

Revenue for the current quarter totaled $70,285, an increase of $22,748 or 47.8%
in comparison to last year's  comparable  period.  Year to date revenue  totaled
$119,712,  an  increase  of  $51,843  or  76.4%  in  comparison  to last  year's
comparable  period.  Revenues  have  increased  largely  due to  our  customers'
continued growing acceptance of our retail 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 $8,588,  an increase of $8,588 in
comparison to last year's comparable period.  Year to date cost of sales totaled
$20,726 an increase  of  $20,726.  Cost of sales is  comprised  of CD costs,  CD
packaging and payments to third parties.

Selling, Sales and Marketing

Selling,  sales and marketing expenses totaled $13,350 for the current quarterly
period a decrease of $32,716 in  comparison to last year's  comparable  quarter.
Year to date sales and marketing expenses totaled $24,536, a decrease of $29,674
in comparison to last year's  comparable  period.  Sales and marketing  expenses
have  decreased due to an  realignment  of the Company's  selling plan from full
time personnel to dealer channel  programs in a successful  effort to expand the
retail  PowerCAD  product  lines,  developers  licenses  and  reseller  programs
throughout North America.

                                       8
<PAGE>
General and Administrative

General and  administrative  expenses totaled $159,002 for the current quarterly
period,  an increase of $32,597 or 25.7% in comparison to last year's comparable
quarter.  Year to date general and administrative  expenses totaled $289,612, an
increase of $103,163 or 55.3% in  comparison to last year's  comparable  period.
General and administrative  expenses  increased due to increased  consulting and
professional fees in addition to a one time increase in legal fees pertaining to
the Jay and Associates arbitration.

R&D - Product Development

Product  development  expenses totaled $64,979 for the current quarterly period,
an increase of $8,409 or 14.8% in comparison to last year's comparable  quarter.
Year to date  product  development  expenses  totaled  $114,979,  an increase of
$1,291  or 1.1%  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 $29,686 for the second quarter ended December 31, 2004.
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  $265,677.  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 quarter and six months  ended  December  31, 2004 no computer  equipment
purchases were incurred as compared with $1,799 for the  comparable  quarter and
six months 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 six months ended December 31, 2004
and December 31, 2003  presented  above are not  necessarily  indicative  of the
results to be expected for upcoming  fiscal quarters or years and will depend on
a number of factors  including,  but not  limited to, the  following:  timing of

                                       9
<PAGE>
launch, access to capital, competition,  market penetration,  market acceptance,
and marketing initiatives.

LIQUIDITY AND CAPITAL RESOURCES

As of December  31, 2004,  we had  negative  working  capital of  $1,123,493  as
compared to negative working capital of $372,589 at December 31, 2003.  Non-cash
current liabilities  consisting of $225,823 in accruals for stock settlement and
$446,534  in Notes payable as we expect  these 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  three  months  ended  December  31,  2004  net cash  used in  operating
activities  was  $95,007,  a decrease  of $18,456 in  comparison  to last year's
comparable quarter.  For the six months ended December 31, 2004 net cash used in
operating  activities was $160,290,  a decrease of $21,951 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.

Based upon our  substantial  accumulated  losses since  inception  ($5,600,125),
including a loss of $205,320 for the current  quarter  ended  December 31, 2004,
$446,697 for the six months ended December 31, 2004,  working capital deficiency
($1,123,493) and stockholders' deficiency ($1,119,359) at December 31, 2004, 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.


                                       10
<PAGE>
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
          $500,000 of indebtedness;
     o    Renegotiating   future  royalty   payments  with  our  major  software
          supplier; and
     o    Maintaining fiscal  responsibility  towards general and administrative
          expenses.


                                       11
<PAGE>
ITEM 3.  CONTROLS AND PROCEDURES.

     a)   Evaluation of Disclosure  Controls and Procedures.  As of December 31,
          2004, the Company's  management  carried out an evaluation,  under the
          supervision  of the Company's  Chief  Executive  Officer and the Chief
          Financial  Officer of the effectiveness of the design and operation of
          the Company's system of disclosure controls and procedures pursuant to
          the Securities  and Exchange Act, Rule  13a-15(e) and 15d-15(e)  under
          the Exchange Act).  Based upon that  evaluation,  the Chief  Executive
          Officer  and Chief  Financial  Officer  concluded  that the  Company's
          disclosure  controls and procedures were effective,  as of the date of
          their   evaluation,   for  the  purposes  of  recording,   processing,
          summarizing and timely reporting material  information  required to be
          disclosed  in  reports  filed  by the  Company  under  the  Securities
          Exchange Act of 1934.

     b)   Changes in  internal  controls.  There  were no  changes  in  internal
          controls  over  financial  reporting,  known  to the  Chief  Executive
          Officer or Chief  Financial  Officer that  occurred  during the period
          covered by this report that has materially  affected,  or is likely to
          materially  effect,  the  Company's  internal  control over  financial
          reporting.



                                       12
<PAGE>

                                     Part II

ITEM 1.  LEGAL PROCEEDINGS.

From  time to time,  we may  become  involved  in  various  lawsuits  and  legal
proceedings which arise in the ordinary course of business.  However, litigation
is subject to inherent  uncertainties,  and an adverse  result in these or other
matters  may  arise  from  time to time  that may harm our  business.  Except as
described  below,  we are currently not aware of any such legal  proceedings  or
claims that we believe will have,  individually or in the aggregate,  a material
adverse affect on our business, financial condition or operating results.

JAY & ASSOCIATES, LLC VS. GIVEMEPOWER INC.

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

Under the Demand for Arbitration, Elite claims that GiveMePower had a consulting
agreement  with Elite whereby  GiveMePower  would issue up to 735,290  shares of
common  stock  plus up to  1,000,000  warrants  to acquire  GiveMePower  shares.
GiveMePower  issued  Elite  298,118  shares and has not  issued  any  additional
shares,  nor released any warrants from escrow due to Elite not  performing  the
required  services.  On  November  3,  2004,  GiveMePower  and Elite  reached an
agreement,  whereby GiveMePower issued 125,000 shares of restricted common stock
to Elite in full  settlement of Elite's  claims.  Elite further  agreed that the
125,000 shares,  together with 150,000 shares previously issued to Elite,  would
be subject to a  leak-out,  in which  Elite  agreed to not sell more than 68,750
shares per month for four months from November 3, 2004.

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.

                                       13
<PAGE>

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

          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)


                                       14
<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: February 15, 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/ JIM BOLOKOSKI                                Dated: February 15, 2005
    -----------------
Jim Bolokoski
Acting Chief Financial Officer
(As a duly  authorized  officer  on behalf of the  Registrant  and as  Principal
Financial and Accounting Officer)

                                       15