GiveMePower Corp. Watch

from S-1/A 3 pages Article Third

from S-1/A 3 pages Article Third

from 10-12G/A ~1 page Filed # C15144-01 Jul 31 2001 in the Office of Dean Heller Dean Heller Secretary of State Certificate of Correction Givemepower, Corporation 3. Inaccuracy or Defect: Inadvertently a Comma (,) Was Placed Between the Words "Givemepower" and "Corporation" When the Articles of Incorporation Were Originally Typed. This Error Was Not Brought to the Attention of the Corporations Board of Directors Until Recently

from 10-12G/A 3 pages Articles of Merger Between Telnet World Communications Inc. a Utah Corporation

from 10-12G/A 2 pages Corporate Charter

from 10-12G 15 pages Amended and Restated Bylaws of GiveMePower Corporation

from SB-2/A ~10 pages Articles of Incorporation or Bylaws

from SB-2/A ~5 pages Articles of Incorporation Filed 03/10/72

from SB-2/A 1 page Articles of Amendment Filed 03/04/80

from SB-2/A 1 page Articles of Amendment Filed 09/10/81

from SB-2/A 1 page Articles of Amendment Filed 02/24/87

from SB-2/A 1 page Articles of Amendment Filed 01/27/94

from SB-2/A 1 page Articlies of Amendment Filed 03/21/94

from SB-2/A 1 page Articles of Amendment Filed 03/04/98

from SB-2/A 1 page <page> Exhibit "A" Secretary of State State of Nevada Corporate Charter I, Dean Heller, the Duly Elected and Qualified Nevada Secretary of State, Do Hereby Certify That Givemepower, Corporation Did on June 7, 2001 File in This Office the Original Articles of Incorporation; That Said Articles Are Now on File and of Record in the Office of the Secretary of State of the State of Nevada, and Further, That Said Articles Contain All the Provision Required by the Law of Said State of Nevada. in Witness Whereof, I Have Hereunto Set My Hand and Affixed the Great Seal of State, at My Office, in Carson City, Nevada, on June 8, 2001. /S/ Dean Heller Secretary of State by /S/ Certification Clerk <page> Dean Heller Filed # C15144-2001 Secretary of State Jun 07 2001 101 North Carson Street, Suite 3 in the Office of Carson City, Nevada 89701-4786 Dean Heller Dean Heller Secretary of State Articles of Incorporation (Pursuant to Nrs 78) 1. Name of Corporation: Givemepower, Corporation 2. Resident Agent Name and Street Address: Lavonne Frost 711 S. Carson Street, Suite 1, Carson City, Nevada 89701 3. Shares: Number of Shares With Par Value: 10,000,000 Par Value: .000001 Number of Shares Without Par Value: 0 4. Names, Addresses, Number of Board of Directors/Trustees: The First Board of Directors/Trustees Shall Consist of 1 Members Whose Names and Addresses Are as Follows: 1. Richard M. Muller 9305-C West 80th Place, Arvada, Colorado 80005 2. 3. 4. 5. Purpose: The Purpose of This Corporation Shall Be: 6. Other Matters: Number of Additional Pages Attached: 0 7. Names, Addresses and Signatures of Incorporators: Richard M. Muller /S/ Richard M. Muller 9305-C West 80th Place, Arvada, Colorado 80005 8. Certificate of Acceptance of Appointment of Resident Agent: I, Lavonne Frost, Hereby Accept Appointment as Resident Agent for the Above Named Corporation. /S/ Lavonne Frost June 7, 2001

from SB-2/A 1 page <page> Exhibit "A" Filed # C15144-01 Jul 05 2001 in the Office of Dean Heller Dean Heller, Secretary of State Articles of Merger Between Telnet World Communications Inc. a Utah Corporation and Givemepower, Corporation a Nevada Corporation 1. Plan of Merger: Attached Hereto. 2. No Shareholders Approval Is Required for the Adoption of the Plan by Givemepower, Corporation (Nevada). 3. the Shareholders of Telnet World Communications, Inc (Utah) Approved the Merger at a Shareholders Meeting Held June 15, 2001 by a Vote of 1,966,915 for and 0 Against. There Were 3,625,837 Shares Outstanding. Dated This 15th Day of June, 2001. Telnet World Communications, Inc. (Utah) /S/ W.V. Walton W.V. Walton, President Givemepower, Corporation (Nevada) /S/ W.V. Walton W.V. Walton, President Telnet World Communications, Inc. (Utah) /S/ Todd Noble Todd Noble, CFO, Secretary & Treasurer Givemepower, Corporation (Nevada) /S/ Todd Noble Todd Noble, CFO, Secretary & Treasurer <page> Plan of Merger This Plan of Merger Is Entered Into June 15, 2001 Between Telnet World Communication Inc, a Utah Corporation, Herein After Referred to as Telnet, and Givemepower, Corporation, a Nevada Corporation, Hereinafter Referred to as GiveMePower. General Statements Telnet Is a Utah Corporation. GiveMePower Is a Nevada Corporation. Terms and Conditions This Merger Shall Be Effected for the Purpose of Changing the Domicile of Telnet to the State of Nevada by Exchanging the Stock of GiveMePower for Telnet. GiveMePower Shall Be the Surviving Corporation. Conversion of Shares Each Share of Telnet Shall Be Exchanged for a Share of GiveMePower. Effective Date the Effective Date of This Plan of Merger Shall Be the Latter of the Dates of Filing the Articles of Merger With the State of Utah or the State of Nevada. Telnet World Communication (Utah) /S/ W.V. Walton W.V. Walton, President Givemepower, Corporation (Nevada) /S/ W.V. Walton W.V. Walton, President

from SB-2/A 1 page <page> Exhibit "A" Filed # C15144-01 Jul 31 2001 in the Office of Dean Heller Dean Heller Secretary of State Certificate of Correction Givemepower, Corporation 1. Name of Corporation: Givemepower, Corporation 2. Document Description: Articles of Incorporation Filed June 7, 2001. 3. Inaccuracy or Defect: Inadvertently a Comma (,) Was Placed Between the Words "Givemepower" and "Corporation" When the Articles of Incorporation Were Originally Typed. This Error Was Not Brought to the Attention of the Corporations Board of Directors Until Recently. 4. Inaccurate Name: Givemepower, Corporation 5. Accurate and Correct Name: GiveMePower Corporation GiveMePower Corporation /S/ Todd Noble Todd Noble, Secretary

from SB-2 ~10 pages Articles of Incorporation or Bylaws

from SB-2 ~5 pages Articles of Incorporation Filed 03/10/72

from SB-2 1 page Articles of Amendment Filed 03/04/80