<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                             GiveMePower Corporation
            (Exact Name of Registrant as Specified in Its Charter)

                                    Nevada
        (State or Other Jurisdiction of Incorporation or Organization)

                                  87-0291528
                     (I.R.S. Employer Identification No.)

                         5925 12 Street SE, Suite 230
                      Calgary, Alberta, Canada   T2H 2M3
              (Address of Principal Executive Offices) (Zip Code)

                        Consultant's Compensation Plan
                           (Full Title of the Plan)

                         5925 12 Street SE, Suite 230
                      Calgary, Alberta, Canada   T2H 2M3

                                 W.V. Walton
                     President and Chief Executive Officer
                    (Name and Address of Agent for Service)

                                (403) 287-6001
        (Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
=======================================================================================
                             Calculation of Registration Fee
=======================================================================================
Proposed amount of Securities to be registered:  500,000

Amount of    Title of Securities    Amount To Be     Aggregate             Fee
Aggregate    To Be Registered       Registered(1)    Price Per Share(2)    Registration
<S>          <C>                    <C>              <C>                   <C>

              Common
 $100,000     Par Value, $0.001      500,000          $0.20                 $9.20
=======================================================================================
<FN>
1      In addition, pursuant to Rule 416(c) under the Securities Act of
       1933, this registration statement also covers an indeterminate amount
       of interests to be offered or sold pursuant to the employee and
       benefit plans described herein.

2      Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(c) based on the twenty day average of the high
       and low prices reported on the OTC-BB, which was $0.20 per share.
</FN>
</TABLE>

                                                                            1

<PAGE>

PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

GiveMePower Corporation (The Company, we, us or the Registrant) is offering a
total of 500,000 shares of its Common Stock to professionals and consultants
for service including legal, administrative, marketing, introductory,
recruiting and other consulting services. The issuance of shares is being made
pursuant to the "2002 Consultants Compensation Plan" (the Plan) adopted by the
Board of Directors on or about June 19, 2002. The 500,000 shares will cover
the costs of previously rendered services of the consultants as well as
ongoing services to the Company. A copy of the Plan has been distributed to
all eligible consultants. Each consultant has agreed to accept shares under
the Plan in lieu of a cash payment for its services. The shares issued
hereunder will not be subject to any resale restrictions. The Plan is not
qualified under ERISA, nor is this Plan qualified under Section 401(a) of the
Internal Revenue Code.

There are no ongoing reporting obligations of Consultants, nor are there any
ongoing contributions from the Registrant. The purpose of this Registration of
securities on Form S-8 is to compensate individuals and/or entities that have
performed and continue to perform services to the Registrant. The Board has
authorized this registration statement and has written the Plan to satisfy
present and future compensation obligations to professionals and consultants.
This registration is limited to 500,000 shares. The Consultants that are
eligible for shares under the Plan have performed, or will perform in the
future, services or activities for which shares may be issued under a Form
S-8. Consultants may contact Todd Noble, the Plan Administrator and Director
of the Registrant, with any questions at (403) 287-6001.


ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL.

In addition to receiving a copy of the Plan, each eligible Consultant shall
have access, upon oral or written request, to any documentation regarding the
Plan that may not be included in this Registration Statement.


PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which are on file with the Securities and Exchange
Commission, are incorporated herein by reference:

(a) The Company's most recent annual report, filed on Form SB-2/A for the
fiscal year 2001, pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), which report contains
audited financial statements for the Company's latest fiscal year for which
such statements have been filed. The description of the Company's Common
Stock is contained in that amended annual report incorporated by reference
herein.

(b) The Company's recent quarterly reports, filed on Form 10-QSB.


                                                                            2

<PAGE>

ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable.


ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

Not Applicable.


ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Section 78.7502 of the Nevada General Corporation Law contains provisions
authorizing indemnification by the Company of directors, officers, employees
or agents against certain liabilities and expenses, which they may incur as
directors, officers, employees, or agents of the Company or of certain other
entities. Section 78.7502(3) provides for mandatory indemnification, including
attorney's fees, if the director, officer, employee or agent has been
successful on the merits or otherwise in defense of any action, suit or
proceeding or in defense of any claim, issue or matter therein.  Section
78.751 provides that such indemnification may include payment by the Company
of expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding upon receipt of
an undertaking by the person indemnified to repay such payment if he shall be
ultimately found not to be entitled to indemnification under the Section.
Indemnification may be provided even though the person to be indemnified is no
longer a director, officer, employee or agent of the Company or such other
entities.  Section 78.752 authorizes the Company to obtain insurance on behalf
of any such director, officer, employee or agent against liabilities, whether
or not the Company would have the power to indemnify such person against such
liabilities under the provisions of Section 78.7502.

Under Section 78.751(e) the indemnification and advancement of expenses
provided pursuant to Sections 78.7502 and 78.751 are not exclusive, and
subject to certain conditions, the Company may make other or further
indemnification or advancement of expenses of any of its directors, officers,
employees or agents.  Because neither the Articles of Incorporation, as
amended, or By-Laws of our Company otherwise provide, notwithstanding the
failure of the Company to provide indemnification and despite a contrary
determination by the Board of Directors or its shareholders in a specific
case, a director, officer, employee or agent of the Company who is or was a
party to a proceeding may apply to a court of competent jurisdiction for
indemnification or advancement of expenses or both, and the court may order
indemnification and advancement of expenses, including expenses incurred in
seeking court-ordered indemnification or advancement of expenses if it
determines that the petitioner is entitled to mandatory indemnification
pursuant to Section 78.7502(3) because he has been successful on the merits,
or because the Company has the power to indemnify on a discretionary basis
pursuant to Section 78.7502 or because the court determines that the
petitioner is fairly and reasonably entitled to indemnification or advancement
of expenses or both in view of all the relevant circumstances.

Articles of Incorporation and By-Laws
-------------------------------------

Our Articles of Incorporation and By-Laws empower us to indemnify current or
former directors, officers, employees or agents of the Company or persons
serving by request of the Company in such capacities in any other enterprise
or persons who have served by the request of the Company in such capacities in
any other enterprise to the full extent permitted by the laws of the State of
Nevada.


                                                                            3

<PAGE>

Indemnity Agreements
--------------------

To induce and encourage highly experienced and capable persons to serve as
directors and officers, our Company has entered into an Indemnity Agreement
with each director and officer presently serving the Company and will provide
the same agreement to future directors and officers as well as certain agents
and employees.  The Agreement provides that we shall indemnify the director
and/or officer, or other person, when he or she is a party to, or threatened
to be made a party to, a proceeding by, or in the name of, the Company.
Expenses incurred by the indemnified person in any proceeding are to be paid
to the fullest extent permitted by applicable law.  The Agreement may at some
time require the Company to pay out funds which might otherwise be utilized to
further the Company's business objectives, thereby reducing our ability to
carry out our projected business plans.

SEC Position on Indemnification for Security Act Liability
----------------------------------------------------------

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is, therefore, unenforceable.  If a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy expressed in the
Securities Act of 1933, as amended, and will be governed by the final
adjudication of such issue.

Officers and Directors Liability Insurance
------------------------------------------

At present, we do not maintain Officers and Directors Liability Insurance and,
because of the anticipated cost of such insurance, we have no present plans to
obtain such insurance.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.


ITEM 8. EXHIBITS.

Exhibits.

Copies of the following documents are included as exhibits to this
registration statement pursuant to Item 601 of regulation S-B.


                                                                            4

<PAGE>

SEC
Exhibit
No.        Description
-----------------------------------------------------------------------
3.01   Articles of Incorporation.*

3.02   Bylaws.*

5.01   Letter opinion, including consent of Law Office of Andrea
       Cataneo Ltd. regarding legality of Common Stock to be issued
       Pursuant to the 2002 Consultants Compensation Plan.

10.8   2002 Consultants Compensation Plan

23.01  Consent of Law Office of Andrea Cataneo Ltd. (included in
       Opinion in Exhibit 5.1).

23.02  Consent of Malone & Bailey, PLLC
       independent certified public accountants.


* Filed previously with the Company's SB-2 filed 8/10/01.


ITEM 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.


                                                                            5

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta on this 17th day of
June, 2002.

                               GIVEMEPOWER CORPORATION



                               By:   /s/ W. V. "Bill" Walton
                                   ------------------------------
                                   W. V. "Bill" Walton, President and
                                     Chief Executive Officer





POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints W. V. Walton, his true and lawful attorney-in-fact
and agent, with full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement on Form S-8, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, may
lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons as of the date indicated
below.


SIGNATURE                      DATE  June 12, 2002



  /s/ Richard Cheyne             /s/ W.V. Walton
__________________________     __________________________
Richard Cheyne , Director      W.V. Walton, President, CEO and Director


  /s/ Wilfried Grabert          /s/ Jeffrey Faye
__________________________     ____________________________
Wilfried Grabert, Director     Jeffrey Faye, Director


  /s/ Tim Nye                   /s/ Todd Noble
__________________________     ____________________________
Tim Nye, Director              Todd Noble, Chief Financial Officer, Treasurer
                                and Secretary


                                                                            6
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{"company-data": {"conformed-name": "GIVEMEPOWER CORP", "cik": "0001064722", "assigned-sic": "7372", "irs-number": "870291528", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91142", "film-number": "02686679"}, "business-address": {"street1": "5925 12TH STREET SE, SUITE 230", "street2": "-", "city": "CALGARY", "state": "A0", "zip": "T2H 2M3", "phone": "4032876001"}, "mail-address": {"street1": "5925 12 STREET SE SUITE 230", "street2": "-", "city": "CALGARY", "state": "A0", "zip": "T2H 2M3"}, "former-company": {"former-conformed-name": "TELNET WORLD COMMUNICATIONS INC", "date-changed": "20001103"}}
SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                             GiveMePower Corporation
            (Exact Name of Registrant as Specified in Its Charter)

                                    Nevada
        (State or Other Jurisdiction of Incorporation or Organization)

                                  87-0291528
                     (I.R.S. Employer Identification No.)

                         5925 12 Street SE, Suite 230
                      Calgary, Alberta, Canada   T2H 2M3
              (Address of Principal Executive Offices) (Zip Code)

                        Consultant's Compensation Plan
                           (Full Title of the Plan)

                         5925 12 Street SE, Suite 230
                      Calgary, Alberta, Canada   T2H 2M3

                                 W.V. Walton
                     President and Chief Executive Officer
                    (Name and Address of Agent for Service)

                                (403) 287-6001
        (Telephone Number, Including Area Code, of Agent for Service)
=======================================================================================
                             Calculation of Registration Fee
=======================================================================================
Proposed amount of Securities to be registered:  500,000

Amount of    Title of Securities    Amount To Be     Aggregate             Fee
Aggregate    To Be Registered       Registered(1)    Price Per Share(2)    Registration
Common
 $100,000     Par Value, $0.001      500,000          $0.20                 $9.20
=======================================================================================
1      In addition, pursuant to Rule 416(c) under the Securities Act of
       1933, this registration statement also covers an indeterminate amount
       of interests to be offered or sold pursuant to the employee and
       benefit plans described herein.

2      Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(c) based on the twenty day average of the high
       and low prices reported on the OTC-BB, which was $0.20 per share.
1
PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

GiveMePower Corporation (The Company, we, us or the Registrant) is offering a
total of 500,000 shares of its Common Stock to professionals and consultants
for service including legal, administrative, marketing, introductory,
recruiting and other consulting services. The issuance of shares is being made
pursuant to the "2002 Consultants Compensation Plan" (the Plan) adopted by the
Board of Directors on or about June 19, 2002. The 500,000 shares will cover
the costs of previously rendered services of the consultants as well as
ongoing services to the Company. A copy of the Plan has been distributed to
all eligible consultants. Each consultant has agreed to accept shares under
the Plan in lieu of a cash payment for its services. The shares issued
hereunder will not be subject to any resale restrictions. The Plan is not
qualified under ERISA, nor is this Plan qualified under Section 401(a) of the
Internal Revenue Code.

There are no ongoing reporting obligations of Consultants, nor are there any
ongoing contributions from the Registrant. The purpose of this Registration of
securities on Form S-8 is to compensate individuals and/or entities that have
performed and continue to perform services to the Registrant. The Board has
authorized this registration statement and has written the Plan to satisfy
present and future compensation obligations to professionals and consultants.
This registration is limited to 500,000 shares. The Consultants that are
eligible for shares under the Plan have performed, or will perform in the
future, services or activities for which shares may be issued under a Form
S-8. Consultants may contact Todd Noble, the Plan Administrator and Director
of the Registrant, with any questions at (403) 287-6001.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL.

In addition to receiving a copy of the Plan, each eligible Consultant shall
have access, upon oral or written request, to any documentation regarding the
Plan that may not be included in this Registration Statement.

PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which are on file with the Securities and Exchange
Commission, are incorporated herein by reference:

(a) The Company's most recent annual report, filed on Form SB-2/A for the
fiscal year 2001, pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), which report contains
audited financial statements for the Company's latest fiscal year for which
such statements have been filed. The description of the Company's Common
Stock is contained in that amended annual report incorporated by reference
herein.

(b) The Company's recent quarterly reports, filed on Form 10-QSB.

                                                                            2
ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

Not Applicable.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Section 78.7502 of the Nevada General Corporation Law contains provisions
authorizing indemnification by the Company of directors, officers, employees
or agents against certain liabilities and expenses, which they may incur as
directors, officers, employees, or agents of the Company or of certain other
entities. Section 78.7502(3) provides for mandatory indemnification, including
attorney's fees, if the director, officer, employee or agent has been
successful on the merits or otherwise in defense of any action, suit or
proceeding or in defense of any claim, issue or matter therein.  Section
78.751 provides that such indemnification may include payment by the Company
of expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding upon receipt of
an undertaking by the person indemnified to repay such payment if he shall be
ultimately found not to be entitled to indemnification under the Section.
Indemnification may be provided even though the person to be indemnified is no
longer a director, officer, employee or agent of the Company or such other
entities.  Section 78.752 authorizes the Company to obtain insurance on behalf
of any such director, officer, employee or agent against liabilities, whether
or not the Company would have the power to indemnify such person against such
liabilities under the provisions of Section 78.7502.

Under Section 78.751(e) the indemnification and advancement of expenses
provided pursuant to Sections 78.7502 and 78.751 are not exclusive, and
subject to certain conditions, the Company may make other or further
indemnification or advancement of expenses of any of its directors, officers,
employees or agents.  Because neither the Articles of Incorporation, as
amended, or By-Laws of our Company otherwise provide, notwithstanding the
failure of the Company to provide indemnification and despite a contrary
determination by the Board of Directors or its shareholders in a specific
case, a director, officer, employee or agent of the Company who is or was a
party to a proceeding may apply to a court of competent jurisdiction for
indemnification or advancement of expenses or both, and the court may order
indemnification and advancement of expenses, including expenses incurred in
seeking court-ordered indemnification or advancement of expenses if it
determines that the petitioner is entitled to mandatory indemnification
pursuant to Section 78.7502(3) because he has been successful on the merits,
or because the Company has the power to indemnify on a discretionary basis
pursuant to Section 78.7502 or because the court determines that the
petitioner is fairly and reasonably entitled to indemnification or advancement
of expenses or both in view of all the relevant circumstances.

Articles of Incorporation and By-Laws
-------------------------------------

Our Articles of Incorporation and By-Laws empower us to indemnify current or
former directors, officers, employees or agents of the Company or persons
serving by request of the Company in such capacities in any other enterprise
or persons who have served by the request of the Company in such capacities in
any other enterprise to the full extent permitted by the laws of the State of
Nevada.

                                                                            3
Indemnity Agreements
--------------------

To induce and encourage highly experienced and capable persons to serve as
directors and officers, our Company has entered into an Indemnity Agreement
with each director and officer presently serving the Company and will provide
the same agreement to future directors and officers as well as certain agents
and employees.  The Agreement provides that we shall indemnify the director
and/or officer, or other person, when he or she is a party to, or threatened
to be made a party to, a proceeding by, or in the name of, the Company.
Expenses incurred by the indemnified person in any proceeding are to be paid
to the fullest extent permitted by applicable law.  The Agreement may at some
time require the Company to pay out funds which might otherwise be utilized to
further the Company's business objectives, thereby reducing our ability to
carry out our projected business plans.

SEC Position on Indemnification for Security Act Liability
----------------------------------------------------------

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is, therefore, unenforceable.  If a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy expressed in the
Securities Act of 1933, as amended, and will be governed by the final
adjudication of such issue.

Officers and Directors Liability Insurance
------------------------------------------

At present, we do not maintain Officers and Directors Liability Insurance and,
because of the anticipated cost of such insurance, we have no present plans to
obtain such insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

Exhibits.

Copies of the following documents are included as exhibits to this
registration statement pursuant to Item 601 of regulation S-B.

                                                                            4
SEC
Exhibit
No.        Description
-----------------------------------------------------------------------
3.01   Articles of Incorporation.*

3.02   Bylaws.*

5.01   Letter opinion, including consent of Law Office of Andrea
       Cataneo Ltd. regarding legality of Common Stock to be issued
       Pursuant to the 2002 Consultants Compensation Plan.

10.8   2002 Consultants Compensation Plan

23.01  Consent of Law Office of Andrea Cataneo Ltd. (included in
       Opinion in Exhibit 5.1).

23.02  Consent of Malone & Bailey, PLLC
       independent certified public accountants.

* Filed previously with the Company's SB-2 filed 8/10/01.

ITEM 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                                                                            5
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Calgary, Province of Alberta on this 17th day of
June, 2002.

                               GIVEMEPOWER CORPORATION

                               By:   /s/ W. V. "Bill" Walton
                                   ------------------------------
                                   W. V. "Bill" Walton, President and
                                     Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints W. V. Walton, his true and lawful attorney-in-fact
and agent, with full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement on Form S-8, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, may
lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons as of the date indicated
below.

SIGNATURE                      DATE  June 12, 2002

  /s/ Richard Cheyne             /s/ W.V. Walton
__________________________     __________________________
Richard Cheyne , Director      W.V. Walton, President, CEO and Director

  /s/ Wilfried Grabert          /s/ Jeffrey Faye
__________________________     ____________________________
Wilfried Grabert, Director     Jeffrey Faye, Director

  /s/ Tim Nye                   /s/ Todd Noble
__________________________     ____________________________
Tim Nye, Director              Todd Noble, Chief Financial Officer, Treasurer
                                and Secretary

                                                                            6