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

                                   FORM 8-K/A

                                 CURRENT REPORT

          Pursuant to Section 13 or 15(d) of the Securities Act of 1934

        Date of Report (Date of earliest event reported) August 23, 2000

                             Ocean Power Corporation
 -------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

           Delaware                                     94-3350291
           --------                                     ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

            5000 Robert J. Mathews Parkway, El Dorado Hills, CA 95762
            ---------------------------------------------------------
                    (Address of principal executive offices)

                                 (916) 933-8100
                                 --------------
               (Registrant's telephone number including area code)

ITEM 1.  CHANGES IN CONTROL OF REGISTRANT:

         Not applicable

ITEM 2.  ACQUISITION AND DISPOSITION OF ASSETS.

Ocean Power Corporation (the "Company")  entered into a Share Purchase Agreement
("Agreement")  with the  Shareholders of SIGMA  Elektroteknisk,  AS ("SIGMA") on
July 25, 2000  whereby  the  Shareholders  of SIGMA  agreed to a stock for stock
exchange as set forth in the Agreement  and attached  hereto as Exhibit 1. There
were no prior material relationships between or among any of the Shareholders of
SIGMA  and the  Company  or any of  their  officers,  directors,  associates  or
affiliates. The acquisition was completed on August 10, 2000. It did not require
the use of any  funds.  Pursuant  to the  terms of the  Agreement,  the  Company
acquired  100%  of  the  issued  and  outstanding   shares  of  SIGMA  from  its
Shareholders in return for 1,178,748 shares of the Company's  restricted  common
stock valued at $3.20 per share or  $5,500,000.  The common stock of the Company
issued in connection  with the acquisition  have not been  registered  under the
Securities Act of 1933.  The acquistion  will be accounted for as a purchase per
the requirements of APB No. 16.

<PAGE>

SIGMA  is a  developer  of  Stirling  engine  systems  that  generate  heat  and
electricity for residential uses. They are leaders in the development of engines
that use a wide range of fuels  including  propane,  diesel and natural gas. The
assets of SIGMA comprise patents,  cash,  machinery,  tools and fixtures.  SIGMA
will continue its present operations. It is now a wholly owned subsidiary of the
Company.  The  acquisition  is intended to broaden  the  technology  base of the
Company and to add a potentially major source of revenue for the Company.

ITEM 3.  BANKRUPTCY OR RECEIVERSHIP.

         Not Applicable

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.

         Not Applicable

ITEM 5.  OTHER EVENTS

         Not Applicable

ITEM 6.  RESIGNATION OF REGISTRANT'S DIRECTORS.

         Not Applicable

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a)      Financial Statements

         (i)   Audited  financial  statements of SIGMA pages F-1 - F-15

(b)      Pro Forma Financial Information

         (i)   Pro Forma  Financial  information  pages F-16 - F-21

(c)      Exhibits

         1.    Share Purchase Agreement



<PAGE>

                            SIGMA ELEKTROTEKNISK, AS
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                December 31, 1999

                                       1
<PAGE>

                                 C O N T E N T S

Independent Auditors' Report...............................................F - 3

Balance Sheet..............................................................F - 4

Statements of Operations...................................................F - 6

Statements of Stockholders' Equity (Deficit)...............................F - 7

Statements of Cash Flows...................................................F - 8

Notes to the Financial Statements..........................................F - 9

                                       F-2
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Sigma Elektroteknisk, AS
Holen, Norway

We have audited the accompanying  balance sheet of Sigma  Elektroteknisk,  AS (a
development stage company) as of December 31, 1999 and the related statements of
operations,  stockholders'  equity  (deficit) and cash flows for the years ended
December 31, 1999 and 1998. These financial statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material  respects,  the  financial  position  of  Sigma  Elektroteknisk,  AS (a
development  stage  company)  as of  December  31,  1999 and the  results of its
operations and its cash flows for the years ended December 31, 1999 and 1998, in
conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 6 to the
financial  statements,  the  Company  is a  development  stage  company  with no
significant  operating results to date, which raises substantial doubt about its
ability to continue as a going  concern.  Management's  plans in regard to these
matters are also  described in Note 6. The  financial  statements do not include
any adjustments that might result for the outcome of the uncertainty.

By: /s/ HJ & Associates, LLC
----------------------------
        HJ & Associates, LLC
Salt Lake City, Utah
September 21, 2000

                                       F-3
<PAGE>

                            SIGMA ELEKTROTEKNISK, AS
                          (A Development Stage Company)
                                  Balance Sheet

                                     ASSETS

                                                                   December 31,
                                                                      1999
                                                              ------------------
CURRENT ASSETS

   Cash and cash equivalents                                  $          180,023
   Accounts receivable                                                    59,216
   Employee advances                                                      26,522
   Prepaid and other current assets                                       22,542
   VAT tax receivable                                                     98,318
                                                              ------------------
   Total Current Assets                                                  386,621
                                                              ------------------
FIXED ASSETS, NET (Note 2)                                                78,307
                                                              ------------------
OTHER ASSETS

   Patents, net (Note 3)                                               1,163,163
   Deposits                                                               11,403
                                                              ------------------
   Total Other Assets                                                  1,174,566
                                                              ------------------
   TOTAL ASSETS                                               $        1,639,494
                                                              ==================



    The accompanying notes are an integral part of these financial statements.

                                       F-4
<PAGE>

                            SIGMA ELEKTROTEKNISK, AS
                          (A Development Stage Company)
                            Balance Sheet (Continued)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                                    December 31,
                                                                       1999
                                                              ------------------
CURRENT LIABILITIES

   Accounts payable                                           $         236,030
   Accrued expenses                                                      74,006
   Patents payable - current portion (Note 3)                           233,250
   Notes payable - current portion (Note 4)                             245,876
                                                              ------------------
   Total Current Liabilities                                            789,162
                                                              ------------------
COMMITMENTS AND CONTINGENCIES (Note 5)                                  439,840
                                                              ------------------
LONG-TERM LIABILITIES

   Patents payable (Note 3)                                             429,553
   Notes payable (Note 4)                                               582,650
                                                              ------------------
   Total Long-Term Liabilities                                        1,012,203
                                                              ------------------
   Total Liabilities                                                  2,241,205
                                                              ------------------
STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock: unlimited shares authorized of $0.14
   par value, 2,308,660 shares issued and outstanding                   315,829
   Additional paid-in capital                                         5,159,729
   Other comprehensive income                                            70,590
   Deficit accumulated during the development stage                  (6,147,859)
                                                              ------------------
   Total Stockholders' Equity (Deficit)                                (601,711)
                                                              ------------------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)       $       1,639,494
                                                              ==================



    The accompanying notes are an integral part of these financial statements.

                                       F-5
<PAGE>

                            SIGMA ELEKTROTEKNISK, AS
                          (A Development Stage Company)
                            Statements of Operations

                                                    For the Years Ended
                                                        December 31,
                                                  1999               1998
                                          ------------------  ------------------
SALES                                     $          --       $          --
                                          ------------------  ------------------
COSTS AND EXPENSES

   Research and development (Note 9)                 64,038             732,220
   General and administrative                     1,001,537           1,304,839
   Depreciation and amortization                    183,260             155,500
                                          ------------------  ------------------
   Total Costs and Expenses                       1,248,835           2,192,559
                                          ------------------  ------------------
LOSS BEFORE OTHER EXPENSES                       (1,248,835)         (2,192,559)
                                          ------------------  ------------------
OTHER INCOME (EXPENSE)

   Other Income                                      49,555              --
   Interest income                                   18,042              13,022
   Interest expense                                (123,225)            (29,735)
   Loss on sale of assets                            (7,173)             --
                                          ------------------  ------------------
   Total Other (Expense)                            (62,801)            (16,713)
                                          ------------------  ------------------
NET LOSS                                         (1,311,636)         (2,209,272)

OTHER COMPREHENSIVE INCOME

   Currency translation adjustment                   18,008             (14,408)
                                          ------------------  ------------------
   Total Other Comprehensive Income                  18,008             (14,408)
                                          ------------------  ------------------
NET COMPREHENSIVE LOSS                   $       (1,223,038) $       (2,223,680)
                                          ==================  ==================
BASIC LOSS PER SHARE                     $            (0.75) $            (2.13)
                                          ==================  ==================
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING                                       1,744,124           1,038,197
                                          ==================  ==================

    The accompanying notes are an integral part of these financial statements.

                                       F-6
<PAGE>

                            SIGMA ELEKTROTEKNISK, AS
                          (A Development Stage Company)
                   Statement of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>

                                                                Additional      Other
                                          Common Stock           Paid-In    Comprehensive    Retained
                                       Shares      Amount        Capital        Income       Earnings
                                     ---------- -----------   -----------   -------------  ------------
<S>                                  <C>        <C>           <C>           <C>            <C>
Balance, December 31, 1997              989,100 $   145,142   $ 3,103,522   $    66,990    $(2,626,951)

Common stock issued for cash
at $3.34 per share -
November 23, 1998                       414,000      55,228     1,325,462          --             --

Common stock issued for debt
at $5.34 per share -
November 23, 1998                        57,594       7,683       299,639          --             --

Currency translation adjustment            --          --            --         (14,408)          --

Net loss for the year ended
December 31, 1998                          --          --            --            --       (2,209,272)
                                     ---------- -----------   -----------   -----------    -----------
Balance, December 31, 1998            1,460,694     208,053     4,728,623        52,582     (4,836,223)

Common stock issued for cash
at $0.64 per share -
August 31, 1999                         383,983      48,804       195,217          --             --

Common stock issued for debt
at $0.64 per share -
August 31, 1999                         463,983      58,972       235,889          --             --

Currency translation adjustment            --          --            --          18,008           --

Net loss for the year ended
December 31, 1999                          --          --            --            --       (1,311,636)
                                     ---------- -----------   -----------   -----------    -----------

Balance, December 31, 1999            2,308,660 $   315,829   $ 5,159,729   $    70,590    $(6,147,859)
                                     ========== ===========   ===========   ===========    ===========
</TABLE>



    The accompanying notes are an integral part of these financial statements.

                                       F-7
<PAGE>

                            SIGMA ELEKTROTEKNISK, AS
                          (A Development Stage Company)
                            Statements of Cash Flows

                                                       For the Years Ended
                                                           December 31,
                                                       1999            1998
                                                   -------------   -------------
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                        $  (1,311,636)  $ (2,209,272)
   Adjustments to reconcile net loss
   to net cash
   used by operating activities:
   Depreciation and amortization                         183,260        155,500
   Changes in assets and liabilities:
   (Increase) decrease in accounts receivable             (3,681)         8,604
   (Increase) decrease in employee receivables            33,588          9,778
   (Increase) decrease in prepaid assets                (104,526)         1,469
   (Increase) decrease in deposits                        43,540          --
   Increase (decrease) in accounts payable               (99,631)       120,543
   Increase (decrease) in accrued expenses               147,393        122,229
                                                   -------------   ------------

   Net Cash (Used) by Operating activities            (1,111,693)    (1,791,149)
                                                   -------------   -------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Loss on sale of assets                                 (7,173)          --
   Purchase of license and patents                          --          (36,795)
   Purchase of fixed assets                               (5,692)       (65,600)
                                                   -------------   -------------

   Net Cash (Used) by Investing Activities              ( 12,865)      (102,395)
                                                   -------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Common stock issued for cash                          244,021      1,380,690
   Proceeds from notes payable                           192,306      1,001,982
   Payments on notes payable                              (8,515)         --
                                                   -------------   ------------

   Net Cash Provided by Financing Activities             427,812      2,382,672
                                                   -------------   ------------

NET INCREASE (DECREASE) IN CASH                         (696,746)       489,128

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR           876,769        387,641
                                                   ------------- --------------

CASH AND CASH EQUIVALENTS AT END OF YEAR           $     180,023   $    876,769
                                                   =============   ============

SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITY

Cash Paid For:

   Interest                                        $       3,487   $      --
   Income taxes                                    $        --     $      --

SCHEDULE OF NON-CASH FINANCING ACTIVITIES

   Common stock issued for debt                    $     294,861   $    307,322



    The accompanying notes are an integral part of these financial statements.

                                       F-8
<PAGE>

                            SIGMA ELEKTROTEKNISK, AS
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999

NOTE 1 -      ORGANIZATION AND DESCRIPTION OF BUSINESS

              Sigma Elektroteknisk, AS (the Company) was incorporated January 6,
              1994 under the laws of the country of Norway.

              The Company  has had limited  operations  since  inception  and is
              considered a  development  stage  company  because no  significant
              revenues have been realized and planned principal  operations have
              not yet  commenced.  The  Company  is  planning  to  engage in the
              business of developing  and producing  personal  combustion  power
              plants (PCP's),  an energy  converter  utilizing a Sitrline engine
              that  runs  on  natural  gas or  propane  and  produces  heat  and
              electricity  for  use in  micro  CHP  (combined  heat  and  power)
              systems, an appliance to produce heat and power in households.

NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              a.  Accounting Method

              The Company's financial  statements are prepared using the accrual
              method of  accounting.  The Company has elected a December 31 year
              end.

              b.  Basic Loss Per Share

              The  computation  of basic loss per share of common stock is based
              on the weighted  average number of shares  outstanding  during the
              period of the financial  statements.  Fully diluted loss per share
              is not presented due to no dilutive instruments being present.

                                            For the Year Ended
                                             December 31, 1999
                              Loss                Shares          Per Share
                           (Numerator)         (Denominator)        Amount
                        -----------------  ------------------  -----------------

                        $     (1,311,636)          1,744,124   $          (0.75)
                        =================  ==================  =================



                                           For the Year Ended
                                            December 31, 1998
                             Loss                Shares           Per Share
                          (Numerator)         (Denominator)         Amount
                        -----------------  ------------------  -----------------

                        $     (2,209,272)          1,038,197   $          (2.13)
                        =================  ==================  =================

                                       F-9
<PAGE>

                            SIGMA ELEKTROTEKNISK, AS
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999

NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              c.  Provision for Taxes

              At  December  31,  1999,   the  Company  has  net  operating  loss
              carryforwards  of  approximately  $6,148,000  that  may be  offset
              against  future  taxable  income  through 2019. No tax benefit has
              been  reported in the  financial  statements,  because the Company
              believes there is a 50% or greater change the  carryforwards  will
              expire unused. Accordingly, the potential tax benefits of the loss
              carryforwards  are  offset by a  valuation  allowance  of the same
              amount.

              d.  Cash and Cash Equivalents

              The  Company  considers  all  highly  liquid  investments  with  a
              maturity  of  three  months  or  less  when  purchased  to be cash
              equivalents.

              e.  Equipment

              Office   equipment  and  software  are  recorded  at  cost.  Major
              additions and renewals are capitalized and depreciated  over their
              estimated  useful  lives of 3 to 7 years  using the  straight-line
              method.  Depreciation  expense for  operations for the years ended
              December 31, 1999 and 1998 was $36,653 and $39,402, respectively.

              Equipment consists of the following:

                                                                  December 31,
                                                                     1999

                         Office equipment and furniture       $         166,076
                         Stirling engine                                 12,440
                         Artwork                                          1,555
                         Accumulated depreciation                      (101,764)
                                                               -----------------

                         Net Equipment                        $          78,307
                                                               =================

              f.  Estimates

              The  preparation  of  financial   statements  in  conformity  with
              generally accepted  accounting  principles  requires management to
              make estimates and assumptions that affect the reported amounts of
              assets and  liabilities  and  disclosure of contingent  assets and
              liabilities and disclosure of contingent assets and liabilities at
              the date of the financial  statements and the reported  amounts of
              revenues and expenses during the reporting period.  Actual results
              could differ from those estimates.

                                      F-10
<PAGE>

                            SIGMA ELEKTROTEKNISK, AS
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999

NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


              g.  Change in Accounting Principle

              In June  1998,  the FASB  issued  SFAS No.  133,  "Accounting  for
              Derivative  Instruments  and Hedging  Activities"  which  requires
              companies to record derivatives as assets or liabilities, measured
              at fair market value.  Gains or losses  resulting  from changes in
              the values of those  derivatives  would be accounted for depending
              on the use of the  derivative  and whether it qualifies  for hedge
              accounting.  The key  criterion  for hedge  accounting is that the
              hedging   relationship  must  be  highly  effective  in  achieving
              offsetting  changes in fair value or cash  flows.  SFAS No. 133 is
              effective for all fiscal  quarters of fiscal years beginning after
              June 15,  1999.  The  adoption of this  statement  had no material
              impact on the Company's financial statements.

              h.  Revenue Recognition Policy

              The  Company  currently  has no  established  source of  revenues.
              Revenue  recognition  policies will be determined  when  principal
              operations begin.

              i.  Advertising

              The  Company   follows  the  policy  of  charging   the  costs  of
              advertising to expense as incurred.

              j.  Long-lived Assets

              All long-lived assets are evaluated yearly for impairment per SFAS
              121. Any  impairment  in value is  recognized as an expense in the
              period when the impairment occurs.

              k.  Research and Development

              All amounts  expended for research and  development are charged to
              expense as incurred.

NOTE 3 -      PATENTS

              During  November 1998, the Company  entered into an agreement with
              Silent  Clean  Power,  AB (SCP),  (a Swedish  company) to purchase
              licenses  and patents to certain  technology  associated  with the
              Company's PCP development  for $1,518,935,  payable in stock and a
              note payable.  The licenses and patents are being  amortized  over
              their  estimated  useful  lives  of 111 to 134  months  using  the
              straight-line   method.   Amortization   expense  for   continuing
              operations  for the years  ended  December  31,  1999 and 1998 was
              $146,607 and $116,098, respectively.

              At  December  31,  1999,  the  Company  owed SCP  $662,803  on the
              remainder of its license and patent obligation.

                                      F-11
<PAGE>

                            SIGMA ELEKTROTEKNISK, AS
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999

NOTE 3 -      PATENTS (Continued)

              Annual maturities of licenses and patents payable are as follows:

                     2000                                    $          233,250
                     2001                                               202,150
                     2002                                               186,600
                     2003                                                40,803
                                                              ------------------

                                                             $          662,803
                                                              ==================

NOTE 4 -      NOTES PAYABLE

              Notes payable at December 31, 1999 consist
              of the following:

              Note payable to a bank bearing a variable
              interest rate, (9.9% at December 31, 1999)
              due in equal semi-annual

              payments beginning May 1, 2000, unsecured.     $          151,480

              Note payable to a bank bearing a variable
              interest rate, (9.9% at December 31, 1999)
              due in equal semi-annual

              payments beginning May 10, 2000, unsecured.               622,823

              Note payable to a bank bearing a variable
              interest rate, (9.9% at December 31, 1999)
              due in equal semi-annual

              payments beginning April 3, 2000, unsecured.               54,223
                                                             -------------------
              Total Notes Payable                            $          828,526
                                                             ==================

              Annual maturities of notes payable are as follows:

                 Years Ending
                  December 31,

                     2000                                    $          245,876
                     2001                                               245,876
                     2002                                               245,875
                     2003                                                90,899
                                                             -------------------

                                                             $          828,526
                                                             ===================

              Total  interest  expense  was  $123,225  and $29,735 for the years
              ended December 31, 1999 and 1998, respectively.

                                      F-12
<PAGE>

                            SIGMA ELEKTROTEKNISK, AS
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999

NOTE 5  -     COMMITMENTS AND CONTINGENCIES

              a.  Contributions Payable

              During  1999,  1998 and  1997,  the  Company  received  a total of
              $439,840  as  contributions  for its PCP  project,  a  project  to
              develop an energy converter  utilizing a Stirling engine that runs
              on natural gas or propane and  produces  electricity  and heat for
              use in the micro CHP (combined  heat and power),  and appliance to
              produce heat and power in households.  This amount is payable upon
              demand or may be converted  into the  Company's  common stock at a
              rate of $1.87 per share at any time.

              b.  Building Lease

              During July 1999, the Company signed a one year lease for building
              and warehouse  space with its Chief Executive  Officer (CEO).  The
              lease calls for payments of $6,220 per month and is renewable  for
              2 years at the discretion of the Company.

NOTE 6 -      GOING CONCERN

              The Company's  financial  statements are prepared using  generally
              accepted accounting principles applicable to a going concern which
              contemplates   the   realization  of  assets  and  liquidation  of
              liabilities in the normal course of business.  The Company has had
              limited activities since inception and is considered a development
              stage  company  because it has no  significant  revenues,  planned
              principal  operations have not yet commenced,  and the Company has
              incurred losses from its inception  through December 31, 1999. The
              Company does not have an established source of revenues sufficient
              to cover  its  operating  costs and to allow it to  continue  as a
              going concern.

              In order to continue as a going concern, develop a reliable source
              of revenues,  and achieve a profitable  level of  operations,  the
              Company  will  need,  among  other  things,   additional   capital
              resources.  Management's  plans  to  continue  as a going  concern
              include raising  additional  capital of approximately  $16,800,000
              for continued  research and  development  of the PCP and operating
              expenses  to get it to the  production  stage  over the next three
              years. However,  management cannot provide any assurances that the
              Company will be successful in accomplishing any of its plans

              The  ability of the  Company  to  continue  as a going  concern is
              dependent  upon its ability to  successfully  accomplish  the plan
              described  in  the  preceding   paragraph  and  eventually  attain
              profitable  operations.  The Company  has  recently  completed  an
              agreement  with  Ocean  Power  Corporation   whereby  the  Company
              exchanged  100% of its  outstanding  stock for Ocean  Power  stock
              valued  at  $5,500,000,  thereby  giving  the  Company  access  to
              additional  equity markets in the United States.  The accompanying
              financial  statements do not include any adjustments that might be
              necessary if the Company is unable to continue as a going concern.

                                      F-13
<PAGE>

                            SIGMA ELEKTROTEKNISK, AS
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999

NOTE 7 -      RELATED PARTY TRANSACTIONS

              During  1999,  the Company  signed a one year lease for office and
              warehouse space with its CEO (see Note 5).

              During 1999 and 1998,  the Company had  employee  receivables  for
              salary  advances  of  $26,522  and  $63,396,  respectively.  These
              advances are being repaid through salary deductions.

NOTE 8 -      STOCK ISSUANCES

              During  November  1998,  the Company  issued 414,000 shares of its
              common stock for cash of $1,380,690 (or $3.34 per share).

              During  November  1998,  the Company  issued  57,594 shares of its
              common stock for debt of $307,322 (or $5.34 per share).

              During  August  1999,  the Company  issued  383,983  shares of its
              common stock for cash of $244,021 (or $0.64 per share).

              During  August  1999,  the Company  issued  463,983  shares of its
              common stock for debt of $294,861 (or $0.64 per share).

NOTE 9 -      RESEARCH AND DEVELOPMENT

              During 1999 and 1998, the Company was involved in several research
              and   development   projects  for  the   development  of  its  PCP
              technology.  These projects were partially funded by partners. The
              Company records the expenses of each project net of  contributions
              received. Net research and development expense for the years ended
              December 31, 1999 and 1998 was $64,038 and $732,220, respectively.

NOTE 10 -     SUBSEQUENT EVENTS

              a.  Building Lease

              During  July  2000,  the  Company  renewed  its one year lease for
              office and warehouse  space with a related party.  The lease calls
              for monthly  payments of  approximately  $6,220.  The lease may be
              extended for 2 years at the Company's discretion.

              b.  Purchase Agreement

              During  August  2000,  the Company  completed  an  agreement to be
              acquired by Ocean Power  Corporation.  The agreement  provides for
              the shareholders of the Company to exchange all of the outstanding
              shares of the Company for  1,718,748  shares of Ocean Power common
              stock valued at $3.20 per share, or $5,500,000.

                                      F-14
<PAGE>

                            SIGMA ELEKTROTEKNISK, AS
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999

NOTE 10 -     SUBSEQUENT EVENTS

              c.  Stock Issuances

              During March 2000, the Company issued 836,500 shares of its common
              stock for cash of $98,791 (or $0.12 per share).

              During March 2000, the Company issued 280,000 shares of its common
              stock for debt of $33,068 (or $0.12 per share).

              During June 2000,  the Company issued 216,000 shares of its common
              stock for debt of $25,099 (or $0.12 per share).

              During July 2000,  the Company  issued 22,167 shares of its common
              stock for cash of $2,578 (or $0.12 per share).

                                      F-15
<PAGE>



                    OCEAN POWER CORPORATION AND SUBSIDIARIES

                   CONSOLIDATED PROFORMA FINANCIAL STATEMENTS

                                December 31, 1999





                                      F-16
<PAGE>


                                 C O N T E N T S

Consolidated Proforma Balance Sheet........................................3

Consolidated Proforma Statement of Operations..............................5

Statement of Assumptions and Disclosures...................................6




                                      F-17
<PAGE>




                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                       Consolidated Proforma Balance Sheet
                                December 31, 1999
                                   (Unaudited)

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>

                                                Sigma       Proforma
                                   Ocean       Elektro-    Adjustments
                                   Power       teknisk,     Increase     Proforma
                                Corporation       AS       (Decrease)  Consolidated
                                 ----------   ----------   ----------   ----------
<S>                              <C>          <C>          <C>          <C>
CURRENT ASSETS
   Cash and cash equivalents     $  368,276   $  180,023   $     --     $  548,299
   Accounts receivable                 --         59,216         --         59,216
   Employee advances                658,965       26,522         --        685,487
   Prepaid and other assets            --         22,542         --         22,542
   VAT tax receivable                  --         98,318         --         98,318
                                 ----------   ----------   ----------   ----------

     Total Current Assets         1,027,241      386,621         --      1,413,862
                                 ----------   ----------   ----------   ----------

FIXED ASSETS, NET                    52,555       78,307         --        130,862
                                 ----------   ----------   ----------   ----------

OTHER ASSETS

   Goodwill, net                       --           --      5,491,531    5,491,531
   Patents, net                        --      1,163,163         --      1,163,163
   Deposits                          20,402       11,403         --         31,805
   Equipment procurement costs      364,110         --           --        364,110
                                 ----------   ----------   ----------   ----------

     Total Other Assets             384,512    1,174,566    5,491,531    7,050,609
                                 ----------   ----------   ----------   ----------

     TOTAL ASSETS                $1,464,308   $1,639,494   $5,491,531   $8,595,333
                                 ==========   ==========   ==========   ==========
</TABLE>


                   See Summary of Assumptions and Disclosures.

                                      F-18


<PAGE>


                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                       Consolidated Proforma Balance Sheet
                                December 31, 1999
                                   (Unaudited)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------
<TABLE>
<CAPTION>

                                                                        Proforma
                                          Ocean          Sigma         Adjustments
                                          Power      Elektroteknisk,    Increase        Proforma
                                       Corporation         AS          (Decrease)     Consolidated
                                      ------------    ------------    ------------    ------------
<S>                                   <C>             <C>             <C>             <C>
CURRENT LIABILITIES

   Accounts payable                   $  1,453,908    $    236,030    $     50,000    $  1,739,938
   Accrued expenses                        326,582          74,006            --           400,588
   Patents payable                            --           233,250            --           233,250
   Notes payable                              --           245,876            --           245,876
   Notes payable - related parties       4,040,051            --              --         4,040,051
   Convertible debentures                  650,000            --              --           650,000
                                      ------------    ------------    ------------    ------------

     Total Current Liabilities           6,470,541         789,162          50,000       7,309,703
                                      ------------    ------------    ------------    ------------

COMMITMENTS AND
 CONTINGENCIES                                --           439,840            --           439,840
                                      ------------    ------------    ------------    ------------

LONG-TERM DEBT
   Patents payable                            --           429,533            --           429,533
   Notes payable                              --           582,650            --           582,650
                                      ------------    ------------    ------------    ------------

     Total Long-Term Debt                     --         1,012,203            --         1,012,203
                                      ------------    ------------    ------------    ------------

     Total Liabilities                   6,470,541       2,241,205          50,000       8,761,746
                                      ------------    ------------    ------------    ------------

STOCKHOLDERS' EQUITY
 (DEFICIT)

   Preferred stock: 70,000,000
    shares authorized of $0.001
    par value, none issued and
    outstanding                               --              --              --              --
   Common stock: 500,000,000
    shares authorized of $0.01 par
    value, 34,014,673 shares issued
    and outstanding                        328,359         315,829        (304,042)        340,146
   Additional paid-in capital            5,844,025       5,159,729         257,884      11,261,638
   Other comprehensive income                 --            70,590            --            70,590
   Accumulated deficit                 (11,178,617)     (6,147,859)      5,487,689     (11,838,787)
                                      ------------    ------------    ------------    ------------

     Total Stockholders' Equity

      (Deficit)                         (5,006,233)       (601,711)      5,441,531        (166,413)
                                      ------------    ------------    ------------    ------------

     TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY
      (DEFICIT)                       $  1,464,308    $  1,639,494    $  5,491,531    $  8,595,333
                                      ============    ============    ============    ============
</TABLE>

                   See Summary of Assumptions and Disclosures.

                                      F-19


<PAGE>


                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                  Consolidated Proforma Statement of Operations
                                December 31, 1999
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                      Sigma         Proforma
                                      Ocean          Elektro-     Adjustments
                                      Power          teknisk,       Increase      Proforma
                                    Corporation         AS         (Decrease)    Consolidated
                                    -----------    -----------    -----------    -----------
<S>                                 <C>            <C>            <C>            <C>
SALES                               $      --      $      --      $      --      $      --
                                    -----------    -----------    -----------    -----------

EXPENSES

   Research and development             258,000         46,860           --          304,860
   Depreciation and amortization         18,742        183,260        601,711        803,713
   General and administrative         4,857,844      1,018,715         50,000      5,926,559
                                    -----------    -----------    -----------    -----------

     Total Expenses                   5,134,586      1,248,835        651,711      7,035,132
                                    -----------    -----------    -----------    -----------

LOSS FROM OPERATIONS                 (5,134,586)    (1,248,835)      (651,711)    (7,035,132)
                                    -----------    -----------    -----------    -----------

OTHER INCOME (EXPENSE)

   Other income                            --           49,555           --           49,555
   Interest income                         --           18,042           --           18,042
   Loss on disposition of assets       (387,649)        (7,173)          --         (394,822)
   Interest expense                    (432,052)      (123,225)          --         (555,277)
                                    -----------    -----------    -----------    -----------

     Total Other Income (Expense)      (819,701)       (62,801)          --         (882,502)
                                    -----------    -----------    -----------    -----------

NET LOSS                            $(5,954,287)   $(1,311,636)   $  (651,711)   $(7,917,634)
                                    ===========    ===========    ===========    ===========
</TABLE>

                   See Summary of Assumptions and Disclosures.

                                      F-20


<PAGE>


                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                     Summary of Assumptions and Disclosures

NOTE 1 -       ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

               a.  Business Organization

               Ocean Power  Corporation  (the  "Company")  entered  into a Share
               Purchase  Agreement  ("Agreement") with the shareholders of SIGMA
               Elektroteknisk,  AS  ("SIGMA")  on  July  25,  2000  whereby  the
               shareholders of SIGMA agreed to a stock-for-stock exchange as set
               forth  in  the   Agreement.   There   were  no   prior   material
               relationships  between or among any of the  shareholders of SIGMA
               and the Company or any of their officers,  directors,  associates
               or affiliates.  The acquisition was completed on August 10, 2000.
               It did not require the use of any funds. Pursuant to the terms of
               the  Agreement,  the  Company  acquired  100% of the  issued  and
               outstanding  shares of SIGMA form its  shareholders in return for
               1,178,748 shares of the Company's  restricted common stock valued
               at $3.20 per share or $5,500,000. The common stock of the Company
               issued  in  connection  with  the   acquisition   have  not  been
               registered under the Securities Act of 1933. The acquisition will
               be accounted  for as a purchase per the  requirements  of APB No.
               16.

               SIGMA is a developer of Stirling  engine  systems  that  generate
               heat and electricity  for  residential  uses. They are leaders in
               the  development  of  engines  that use a wide  range  of  fuels,
               including  propane,  diesel and natural  gas. The assets of SIGMA
               comprise patents, cash, machinery, tools and fixtures. SIGMA will
               continue  its  present  operations.  It  is  not  a  wholly-owned
               subsidiary of the Company. The acquisition is intended to broaden
               the technology base of the Company and to add a potentially major
               source of revenue for the Company.

               b.  Proforma Adjustments

               The proforma  financial  statements  have been prepared as though
               the  acquisition  of SIGMA by the Company  occurred on January 1,
               1999

               1)   Goodwill (Ocean)                       $        6,101,711
                    Amortization expense (Ocean)                      610,171
                    Accumulated amortization (Ocean)                 (610,171)
                    Common stock (Ocean)                              (11,787)
                    Additional paid-in capital (Ocean)             (6,089,924)
                                                           ------------------

                                                           $           -
                                                           ==================

               To record the acquisition of SIGMA through  issuance of 1,178,748
               shares of common  stock and to amortize 1 year of goodwill  based
               on a 10 year life.

               2)   General and administrative             $           50,000
                    Accounts payable                                  (50,000)
                                                           ------------------

                                                           $           -
                                                           ==================

               To accrue merger costs.

                                      F-21


<PAGE>




                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has fully  caused  this  report  to be  signed on its  behalf by the
undersigned hereunto duly authorized.

Date:  October 19, 2000

                           OCEAN POWER CORPORATION


                           BY: /s/ Joseph P. Maceda
                           ------------------------
                                   Joseph P. Maceda, President and Director