UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest reported): February 18, 2005
GIVEMEPOWER CORPORATION
(Exact name of registrant as specified in charter)
Nevada 333-67318 87-0291528
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5925 - 12 Street SE, Suite 230, Calgary, Alberta Canada T2H 2M3
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (403) 287-6001
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):
/_/ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
/_/ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
/_/ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
/_/ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section 5 Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On February 18, 2005, Wilfried Grabert tendered his resignation as a member
of our Board of Directors. On February 24, 2005, the Board of Directors accepted
Mr. Grabert's resignation. Mr. Grabert resigned in order to avoid any perceived
or actual potential conflict of interest which could develop in the future
resulting from business transactions between us and companies which Mr. Grabert
controls and/or is the majority owner of, which supply us with core software
technologies. Mr. Grabert's resignation did not relate to any disagreement with
us.
On February 22, 2005, Tim Nye tendered his resignation as a member of our
Board of Directors. On February 24, 2005, the Board of Directors accepted Mr.
Nye's resignation. Mr. Nye resigned in order to devote his time and efforts to
his personal company, Geosign Corporation. Mr. Nye has agreed to continue to
support us by joining our advisory board. Mr. Nye's resignation did not relate
to any disagreement with us.
On February 24, 2005, our Board of Directors appointed Doug Reid as a
director to fill the vacancy resulting from Mr. Nye's resignation. Mr. Reid has
served as a member of our advisory council since December 2004. Since February
2005, Mr. Reid has been the Executive Vice President and General Manager of
Richer Systems Group, a Calgary-based developer and vendor of ERP and asset
management & maintenance software. Mr. Reid's past experience includes executive
roles as CEO of NovAtel Inc. (August 1998 to November 2000), Vice President of
Strategic Marketing for Leica Geosystems (July 2001 to June 2003) and President
and CEO of SkyWave Mobile Communications (July 2003 to November 2003).
There are no understandings or arrangements between Mr. Reid and any other
person pursuant to which Mr. Reid was selected as a director. Mr. Reid presently
does not serve on any Company committee. Mr. Reid may be appointed to serve as a
member of a committee although there are no current plans to appoint Mr. Reid to
a committee as of the date hereof. Mr. Reid does not have any family
relationship with any director, executive officer or person nominated or chosen
by the Company to become a director or executive officer. Additionally, Mr. Reid
has never entered into a transaction, nor is there any proposed transaction,
between Mr. Reid and the Company.
Item 7.01 Regulation FD Disclosure.
On February 25, 2005, the Registrant issued a press release announcing the
events described in Item 5.02. A copy of this press release is attached hereto
as Exhibit 99.1. The information set forth in this Item 7.01, including the
exhibit hereto, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, nor shall it be deemed incorporated by
reference into any filings made under the Securities Act of 1933, except as
expressly set forth by specific reference in any such filing.
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Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit Number
Description
- --------------------------------------------------------------------------------
99.1 Press release, dated February 25, 2005 by GiveMePower Corporation
announcing the appointment of Mr. Reid as a member of the Board
of Directors
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GIVEMEPOWER CORPORATION
Date: February 25, 2005 /s/ WILLIAM V. WALTON
---------------------------
William V. Walton
Chief Executive Officer
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