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 Quarter Ended December 31, 2006


 [ ] 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: None.


Securities registered under Section 12(g) of the Exchange Act: None.


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 whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes [   ]   No  [ x ]

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 the quarter ended December 31, 2006 were $58,068.

As of February 1, 2007 there were 30,313,431 shares of issuer's common stock
outstanding.



<PAGE>







                             GIVEMEPOWER CORPORATION
                                   FORM 10-QSB
                 For the Fiscal Quarter Ended December 31, 2006
                                [GRAPHIC OMITTED]


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 ll                                                                    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.                                                          13


                                       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 100 F Street, N.E., 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 100 F  Street,  N.E.,
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 SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                    December 31,              June 30,
                                                                        2006                   2006
                                                                    -----------            -----------
<S>                                                                     <C>                      <C>
         ASSETS
Current assets:
 Cash                                                               $   112,583            $    11,535
 Accounts receivable, net allowance for doubtful
  accounts of $1,570 and $5,466, respectively                            12,023                  6,912
 Prepaid expenses                                                         5,579                      -
                                                                    -----------            -----------

  Total current assets                                                  130,185                 18,447

 Property and equipment, net accumulated
  depreciation of $46,463 and $45,500, respectively                       4,297                  2,849
                                                                    -----------            -----------

Total assets                                                        $   134,482            $    21,296
                                                                    ===========            ===========


         LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
 Accounts payable                                                   $    31,947            $    29,312
 Accounts payable to related parties                                    613,441                620,461
 Accrued expenses                                                       210,019                153,444
 Notes payable                                                           50,829                 52,902
 Notes payable - related parties                                        170,000                170,000
                                                                    -----------            -----------

  Total current liabilities                                           1,076,236              1,026,119

 Notes payable, net discount of $38,331
  and $52,083, respectively                                             253,169                  2,917
 Notes payable - related parties, net discount
  of $845,936 and $906,104, respectively                                354,731                246,563
                                                                    -----------            -----------

Total liabilities                                                     1,684,136              1,275,599
                                                                    -----------            -----------

Commitments and contingencies                                                 -                      -

STOCKHOLDERS' DEFICIT:
 Common stock, $.001 par value, 50,000,000
  shares authorized, 30,313,431 and 29,321,338
  shares issued and outstanding                                          30,314                 29,321
 Additional paid-in capital                                           6,459,980              6,072,530
 Other comprehensive income                                             172,539                145,049
 Accumulated deficit                                                 (8,212,487)            (7,501,203)
                                                                    -----------            -----------
  Total stockholders' deficit                                        (1,549,654)            (1,254,303)
                                                                    -----------            -----------

Total liabilities and stockholders' deficit                         $   134,482            $    21,296
                                                                    ===========            ===========
</TABLE>

                                       4
<PAGE>




                             GIVEMEPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
          For the Three and Six Months Ended December 31, 2006 and 2005
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                              Three                               Six
                                                           Months Ended                       Months Ended
                                                            December 31,                       December 31,
                                                     ---------------------------        --------------------------
                                                        2006              2005             2006             2005
                                                     ---------        ----------        ---------        ---------
<S>                                                      <C>              <C>               <C>              <C>
Revenues                                             $  58,068        $  60,016         $ 106,922        $  82,241

Operating expenses
    Cost of sales                                       10,698             6,544           14,754            9,601
    Sales and marketing                                 18,462            19,404           34,529           33,497
    General and administrative                         169,384           192,319          326,373          325,346
    R&D - product development                           50,000            50,906          100,000          100,906
    Depreciation and amortization                          376               539              766            1,058
                                                     ---------        ----------        ---------        ---------

    Total operating expenses                           248,920           269,712          476,422          470,408
                                                     ---------        ----------        ---------        ---------

       Net operating loss                             (190,852)         (209,696)        (369,500)        (388,167)

Other expense
    Interest expense                                  (222,274)          (63,219)        (341,784)         (94,253)
                                                     ---------        ----------        ---------        ---------

       Net loss                                      $(413,126)        $(272,915)       $(711,284)       $(482,420)
                                                     =========         =========        =========        =========



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



Weighted average common shares
    outstanding                                     29,871,007        28,236,723       29,689,744       27,767,675
</TABLE>

                                       5
<PAGE>



                             GIVEMEPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the Six Months Ended December 31, 2006 and 2005
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                2006               2005
                                                                             ----------         ----------
<S>                                                                              <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                     $ (711,284)        $ (482,420)
    Adjustments to reconcile net loss to cash
       used in operating activities:
       Stock issued for services                                                104,745            125,628
       Amortization on debt discounts                                           267,420             46,374
       Depreciation and amortization                                                766              1,058
    Net changes in:
       Accounts receivable                                                       (5,392)           (23,455)
       Prepaid expenses                                                          (5,579)                 -
       Accounts payable and accrued expenses                                    166,006               (863)
       Accounts payable to related parties                                       18,215             81,711
                                                                             ----------         ----------
NET CASH USED IN OPERATING ACTIVITIES                                          (165,103)          (251,967)
                                                                             ----------         ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of fixed assets                                                     (2,333)                 -
                                                                             ----------         ----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from notes payable                                                 236,500                  -
    Proceeds from notes payable - related parties                                48,000            300,000
                                                                             ----------         ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                       284,500            300,000
                                                                             ----------         ----------

EFFECT OF EXCHANGE RATES ON CASH                                                (16,016)            17,266
                                                                             ----------         ----------

NET CHANGE IN CASH                                                              101,048             65,299
Cash balances
-        Beginning                                                               11,535              3,453
                                                                             ----------         ----------
-        Ending                                                              $  112,583         $   68,752
                                                                             ==========         ==========



Cash paid for:
  Interest                                                                   $        -        $        50
  Income tax                                                                          -                  -


Non-cash investing and financing transactions:

Discount on convertible notes related to
 beneficial conversion feature                                               $  193,500         $  220,000
Shares issued for debt and accounts payable                                      90,197            358,333
</TABLE>

                                       6
<PAGE>



                             GIVEMEPOWER CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The  accompanying   unaudited  interim  consolidated   financial  statements  of
GiveMePower  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,  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 consolidated  financial  statements which would
substantially  duplicate the  disclosure  contained in the audited  consolidated
financial  statements  for fiscal  2006 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 the quarter ending December 31, 2006, GiveMePower obtained
loans from  individual  investors  and  existing  shareholders  in the amount of
$212,500.  Under  accounting  rules  proscribed by EITF 00-27,  these notes were
discounted by $212,500.  The discount is amortized over the life of the notes as
interest  expense.  As of December 31,  2006,  $121,500 of the discount has been
amortized.

As of December 31, 2006, GiveMePower had outstanding  convertible loans with the
principal  amounts  totaling  $1,492,167.   These  notes  are  convertible  into
approximately  9,718,333  shares of common stock at  conversion  prices  ranging
between  $0.08  and  $0.30  per  share.  Under  generally  accepted   accounting
principles,  GiveMePower  has  recorded the value of the  beneficial  conversion
feature  of  these  convertible  notes  as a  debt  discount  in the  amount  of
$1,290,183.  The remaining debt discount as of December 31, 2006 to be amortized
on the convertible notes is $884,267.

A summary of notes payable with beneficial conversion features is as follows:
<TABLE>
<CAPTION>

                                                Notes
                                               entered
                                              into this       Prior
                                               quarter        notes            Total
                                          ------------   ------------    --------------
<S>                                            <C>             <C>             <C>
Notes payable - third parties:
    Amount of proceeds received           $    212,500   $     79,000    $      291,500
    Amount of discount                        (121,500)       (79,000)         (200,500)
    Discount amortization through
        December 31, 2006                      121,500         40,669           162,169
                                          ------------   ------------    --------------
Net amount as of December 31, 2006        $    212,500   $     40,669    $      253,169
                                          ============   ============    ==============




                                       7
<PAGE>



Notes payable - related parties:
    Amount of proceeds received           $          -   $  1,200,667    $    1,200,667
    Amount of discount                               -     (1,089,683)       (1,089,683)
    Discount amortization through
        December 31, 2006                            -        243,747           243,747
                                          ------------   ------------    --------------
Net amount as of December 31, 2006        $          -   $    354,731    $      354,731
                                          ============   ============    ==============
</TABLE>

NOTE 3 - COMMON STOCK

For the six months ended December 31, 2006, GiveMePower issued:

     o    490,000  shares of common  stock to  consultants  for their  services.
          These shares were recorded at their fair value of $104,745.

     o    502,345 shares of common stock to settle certain  accounts payable and
          accrued  expenses.  These shares were  recorded at their fair value of
          $90,197.


                                       8
<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

Results of Operations for the Three and Six Months Ended December 31, 2006 and
December 31, 2005.

The net loss for the three  months  ended  December  31, 2006 was  $413,126,  an
increase of $140,211 or 51.4%,  in  comparison  to $272,915 for the three months
ended December 31, 2005. The net loss for the six months ended December 31, 2006
was  $711,284,  an increase of $228,864 or 47.4%,  in comparison to $482,420 for
the six months ended  December  31, 2005.  The higher loss for the three and six
months ended December 31, 2006 is attributed  primarily to significantly  higher
interest expense costs due to higher debt we have incurred.  Specific details of
these changes are discussed below.

REVENUES

Revenues for the three months ended  December 31, 2006 were $58,068,  a decrease
of $1,948 or 3.2%, in comparison to $60,016 for the three months ended  December
31, 2005.  The decrease in sales is  attributed  to delays in releasing  updated
versions  of  our  software  for  compatible  use  with  the  latest   Microsoft
mobile/handheld operating systems.

Revenues for the six months ended December 31, 2006 were  $106,922,  an increase
of $24,681 or 30.0%,  in comparison to $82,241 for the six months ended December
31, 2005. The increase in revenues for the current six months ended December 31,
2006 is primarily  attributed to higher sales of PowerCAD  SiteMaster 3 software
and related computer hardware during the first three months of our fiscal year.

We plan to increase  revenues in future periods through the  establishment  of a
technical  services division and/or  wholly-owned  subsidiary for us, whereby we
engage and deploy  skilled  technicians  and engineers to consult on enterprise,
government and other client projects, providing; 1) expert training on effective
use and  deployment  of our unique  software  and  integrated  software/hardware
solutions,  and, 2)  performing  onsite  building  surveying  for clients and on
projects by  utilizing  our unique  software  and  integrated  software/hardware
solutions.

                                       9
<PAGE>

OPERATING EXPENSES

Cost of Sales
-------------

Cost of sales for the three months  ended  December  31, 2006 were  $10,698,  an
increase of $4,154 or 63.5%,  in comparison to $6,544 for the three months ended
December 31, 2005. Cost of sales for the six months ended December 31, 2006 were
$14,754,  an increase of $5,153 or 53.7%,  in  comparison  to $9,601 for the six
months ended December 31, 2005. Higher cost of sales for the three and six month
periods ending December 31, 2006 are attributable to increased costs relating to
the purchase of hardware which was bundled and sold with our software.

Selling, Sales and Marketing
----------------------------

Selling,  sales and marketing  expenses for the three months ended  December 31,
2006 were $18,462,  a decrease of $942 or 4.9%, in comparison to $19,404 for the
three months ended December 31, 2005. Selling,  sales and marketing expenses for
the six months  ended  December 31, 2006 were  $34,529,  a decrease of $1,032 or
3.1%, in comparison to $33,497 for the six months ended December 31, 2005.

Sales and marketing  expenses have remained flat during the comparable  2006 and
2005 periods. However, we anticipate sales and marketing expenses to increase in
coming quarters in conjunction with increased sales and marketing  efforts which
we believe will be required to increase sales of core product updates  presently
under  development to achieve  compatibility  with the latest Microsoft  mobile,
handheld and desktop operating  systems,  and in anticipation of increased sales
and marketing  efforts which we believe will be required for a planned technical
services division and/or subsidiary.

General and Administrative
--------------------------

General and administrative expenses for the three months ended December 31, 2006
were $169,384, a decrease of $22,395 or 11.9%, in comparison to $192,319 for the
three months ended December 31, 2005.  General and  administrative  expenses for
the six months ended  December 31, 2006 were  $326,373,  a decrease of $1,027 or
0.3%, in comparison to $325,346 for the six months ended December 31, 2005.

Decreases in general and administrative expenses during the three and six months
ended  December 31, 2006 as compared to the same period last year, are primarily
attributed  to a decrease  of  $40,000  in  expenditures  relating  to  external
financial  consulting  services  made in the form of  common  shares,  offset by
increased  expenditures  relating  to  annual  director  fee  payments  to three
directors made in the form of common shares and retention  bonuses made to three
senior company management consultants made in the form of common shares.

R&D - Product Development
-------------------------

Product  development  expenses for the three months ended December 31, 2006 were
$50,000,  a decrease  of $906 or 1.8%,  in  comparison  to $50,906 for the three
months ended December 31, 2005. Product development  expenses for the six months
ended December 31, 2006 were $100,000, a decrease of $906 or 0.9%, in comparison
to $100,906 for the six months ended  December  31,  2005.  Product  development
costs are  incurred  as a result of our  obligation  to make  minimum  quarterly
payments to GiveMePower  GmbH, in return for ongoing  development  and supply of
core technologies contained in our primary PowerCAD(R)-branded  software product
offerings, and related technical support thereof.

Depreciation
------------

Depreciation  expense has declined  reflecting the fact that more capital assets
are fully depreciated.

                                       10
<PAGE>

Interest Expense
----------------

Interest  expense for the three months ended December 31, 2006 was $222,274,  an
increase of $159,055 or 251.6%,  in  comparison  to $63,219 for the three months
ended December 31, 2005.  Interest expense for the six months ended December 31,
2006 was $341,784,  an increase of $247,531 or 262.6%,  in comparison to $94,253
for the six months ended December 31, 2005. Increased interest expense costs are
related to higher debt we have incurred and related carrying costs.

Capital Expenditures
--------------------

For the three months  ended  December  31,  2006,  capital  items of $2,333 were
purchased . 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 three and six months ended  December 31, 2006
and December 31, 2005  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.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2006, we had negative working capital of $946,051 as compared
to  negative  working  capital  of  $1,007,672  on  June  30,  2006.   Long-term
liabilities  consist of  $607,900  in notes  payable  which are  intended  to be
settled by  conversion  to common  stock.  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,  2006,  net cash  used in  operating
activities  was  $165,103,  a decrease of $86,864 or 34.47%,  in  comparison  to
$251,967  for the three months ended  December 31, 2005.  Net cash  expenditures
decreased  primarily due to reduced external  consulting fees paid in comparison
to last year's comparable quarter.

Based upon our  substantial  accumulated  losses since  inception of $8,212,487,
including a loss of $413,126  for the three  months  ended  December  31,  2006,
working capital  deficiency of $946,051 and stockholders'  deficit of $1,549,654
at December 31, 2006, 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 from $720,000 to $1,000,000  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 our selected
target markets.  There can be no assurance that we will be successful in raising
the necessary funds.

                                       11
<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    Renegotiating   future  royalty   payments  with  our  major  software
          supplier; and
     o    Maintaining fiscal  responsibility  towards general and administrative
          expenses.


                                       12
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES.

(a) Evaluation of disclosure controls and procedures.

     Our management,  with the  participation of our chief executive officer and
chief financial officer,  evaluated the effectiveness of our disclosure controls
and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934
as of December 31, 2006. In designing and evaluating the disclosure controls and
procedures,  management  recognizes that any controls and procedures,  no matter
how well  designed  and  operated,  can provide  only  reasonable  assurance  of
achieving the desired control objectives.  In addition, the design of disclosure
controls  and  procedures   must  reflect  the  fact  that  there  are  resource
constraints  and that management is required to apply its judgment in evaluating
the benefits of possible controls and procedures relative to their costs.

     Based on our evaluation,  our chief  executive  officer and chief financial
officer concluded that our disclosure  controls and procedures are designed at a
reasonable  assurance level and were effective to provide  reasonable  assurance
that  information  we are required to disclose in reports that we file or submit
under the Exchange Act is recorded,  processed,  summarized and reported  within
the time periods  specified in  Securities  and  Exchange  Commission  rules and
forms,  and  that  such  information  is  accumulated  and  communicated  to our
management,  including our chief executive officer and chief financial  officer,
as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting.

     We regularly review our system of internal control over financial reporting
and make changes to our processes  and systems to improve  controls and increase
efficiency,  while  ensuring  that we maintain  an  effective  internal  control
environment.  Changes may include such  activities  as  implementing  new,  more
efficient systems, consolidating activities, and migrating processes.

     There were no changes in our internal control over financial reporting that
occurred during the period covered by this Quarterly  Report on Form 10-QSB that
have materially  affected,  or are reasonably likely to materially  affect,  our
internal control over financial reporting.


                                       13
<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.

In addition to legal proceedings as described in our June 30, 2006 annual report
on Form 10-KSB, filed with the Commission on October 13, 2006:

On January 25, 2007, we filed a civil complaint against Pace Compumetrics,  Inc.
"(Pace")  in the United  States  District  Court for the  Southern  District  of
California,  arising  out of Pace's  breach  of an  Agreement  for  Professional
Services  (the  "Agreement"),  entered  into between Pace and us on December 13,
2006.  We  seek  unspecified  damages  against  Pace  for  breach  of  contract,
intentional interference with contract and prospective economic relations, among
other causes of action. Pace has not yet responded to the complaint or otherwise
appeared in the lawsuit. The outcome of this litigation is unforeseeable at this
time.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended  December 31, 2006,  we issued  427,500  shares of
common stock to consultants for services  rendered.  Theses shares were recorded
at their fair value of  $93,160.  These  issuances  are  considered  exempt from
registration by reason of the Section 4(2) of the Securities Act of 1933.

During the three months ended  December 31, 2006,  we issued  262,382  shares of
common stock to settle  certain  accounts  payable and accrued  expenses.  These
shares  were  recorded  at their  fair value of  $44,605.  These  issuances  are
considered  exempt  from  registration  by  reason  of the  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.

ITEM 5.  OTHER INFORMATION

None.


                                       14
<PAGE>



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)



                                       15
<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 20, 2007
-------------------------
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 and Principal Financial and Accounting Officer)



                                       16