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

                                   FORM 10-QSB

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES ACT OF 1934

                 For the quarterly period ended: March 31, 2000


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



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



            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)



As of July 5, 2000, the issuer had 35,301,527  shares of common stock,  $.01 par
value outstanding.


<PAGE>


                                      INDEX

                                                                  PAGE NO.
                                                                  --------

PART I            FINANCIAL INFORMATION                               1

ITEM 1            FINANCIAL STATEMENTS;                           F-1 - F-20



ITEM 2            MANAGEMENT'S DISCUSSION AND ANALYSIS                2
                  OR PLAN OF OPERATION

PART II           OTHER INFORMATION                                   3

                  ITEMS 1 -6                                        3 - 4

SIGNATURES


<PAGE>


                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                      March 31, 2000 and December 31, 1999

                                       1

<PAGE>



                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                           Consolidated Balance Sheet

                                     ASSETS
                                     ------

                                           March 31,   December 31,
                                             2000          1999
                                          ----------   ----------
                                          (Unaudited)
CURRENT ASSETS

   Cash                                    3,677,978   $  368,276
   Overpayment receivable                     74,700         --
   Prepaid expenses (Note 4)                 452,500         --
                                          ----------   ----------

     Total Current Assets                  4,205,178      368,276
                                          ----------   ----------

EQUIPMENT (Note 2)                           754,863       52,555
                                          ----------   ----------

OTHER ASSETS

   Equipment procurement costs (Note 3)         --        364,110
   Deposits                                   20,402       20,402
                                          ----------   ----------

     Total Other Assets                       20,402      384,512
                                          ----------   ----------

     TOTAL ASSETS                         $4,980,443   $  805,343
                                          ==========   ==========

                                      F-1

<PAGE>



                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                     Consolidated Balance Sheet (Continued)


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

                                                           March 31,     December 31,
                                                            2000            1999
                                                        ------------    ------------
                                                         (Unaudited)
<S>                                                     <C>             <C>
CURRENT LIABILITIES
   Accounts payable                                     $    841,069    $  1,453,908
   Accrued expenses (Note 7)                                 190,803         326,582
   Notes payable - related parties (Note 5)                1,563,512       3,381,086
   Convertible debentures payable (Note 6)                   550,000         650,000
                                                        ------------    ------------

     Total Current Liabilities                             3,145,384       5,811,576
                                                        ------------    ------------

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock: 20,000,000 shares authorized of
    $0.001 par value; no shares outstanding                     --              --
   Common stock: 500,000,000 shares authorized of
    $0.01 par value; 35,218,370 and 32,835,925 shares
    issued and outstanding, respectively                     352,184         328,359
   Additional paid-in capital                             16,856,077       5,782,025
   Deficit accumulated during the development stage      (15,373,202)    (11,116,617)
                                                        ------------    ------------

     Total Stockholders' Equity (Deficit)                  1,835,059      (5,006,233)
                                                        ------------    ------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)                                         $  4,980,443    $    805,343
                                                        ============    ============
</TABLE>

                                      F-2

<PAGE>



                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                         From
                                                                     Inception on
                                                                       March 26,
                                     For the Three Months Ended      1992 Through
                                                March 31,              March 31,
                                        2000             1999            2000
                                    ------------    ------------    ------------
<S>                                 <C>             <C>             <C>
REVENUES                            $       --      $       --      $       --

EXPENSES

   General and administrative          4,365,868         577,690      14,314,127
   Depreciation and amortization          14,863           4,663          65,557
                                    ------------    ------------    ------------

     Total Expenses                    4,380,731         582,353      14,379,684
                                    ------------    ------------    ------------

     LOSS FROM OPERATIONS             (4,380,731)       (582,353)    (14,379,684)
                                    ------------    ------------    ------------

OTHER INCOME (EXPENSE)

   Interest income                        36,173            --            36,173
   Gain on settlement of debt            165,349            --           165,349
   Loss on sale of assets                   --              --          (387,649)
   Interest expense                      (77,376)        (86,625)       (807,391)
                                    ------------    ------------    ------------

     Total Other Income (Expense)        124,146         (86,625)       (993,518)
                                    ------------    ------------    ------------

NET LOSS                            $ (4,256,585)   $   (668,978)   $(15,373,202)
                                    ============    ============    ============

BASIC LOSS PER SHARE                $      (0.13)   $      (0.14)
                                    ============    ============

WEIGHTED AVERAGE SHARES
 OUTSTANDING                          33,163,792       4,936,484
                                    ============    ============
</TABLE>

                                      F-3

<PAGE>



                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
            Consolidated Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>

                                                                                   Deficit
                                                                                 Accumulated
                                                                   Additional    During the
                                           Common Stock             Paid-In      Development
                                      Shares          Amount        Capital         Stage
                                    -----------    -----------    -----------    -----------

<S>                                  <C>           <C>            <C>            <C>
Inception, March 26, 1992                  --      $      --      $      --      $      --

Net loss from inception on
 March 20, 1992 through

 December 31, 1997                         --             --             --       (2,306,366)
                                    -----------    -----------    -----------    -----------

Balance, December 31, 1997                 --             --             --       (2,306,366)

Common stock issued for cash
 at $0.003 per share                    949,420          9,494         (6,923)          --

Common stock issued for
 conversion of debt at $0.003
 per share                           24,094,726        240,947       (157,066)          --

Net loss for the year ended
 December 31, 1998                         --             --             --       (2,917,964)
                                    -----------    -----------    -----------    -----------

Balance, December 31, 1998           25,044,146        250,441       (163,989)    (5,224,330)

Recapitalization (Note 1)             6,426,450         64,265      3,524,750           --

September 2, 1999, common
 stock issued for services valued
 at $0.29 per share                      20,000            200          5,600           --

September 9, 1999, options
 issued below market value                 --             --          190,000           --

September 9, 1999, common
 stock issued for cash at $1.00
 per share                              100,000          1,000         99,000           --

October 1, 1999, cancellation of
 common stock valued at zero           (502,500)        (5,025)         5,025           --

November 16, 1999, warrants
 issued below market value                 --             --          650,000           --
                                    -----------    -----------    -----------    -----------

Balance forward                      31,088,096    $   310,881    $ 4,310,386    $(5,224,330)
                                    -----------    -----------    -----------    -----------
</TABLE>


                                      F-4


<PAGE>



                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
      Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
<TABLE>
<CAPTION>

                                                                                    Deficit
                                                                                  Accumulated
                                                                  Additional       During the
                                           Common Stock             Paid-In       Development
                                      Shares          Amount        Capital          Stage
                                   ------------   ------------   ------------    ------------
<S>                                  <C>          <C>            <C>             <C>
Balance forward                      31,088,096   $    310,881   $  4,310,386    $ (5,224,330)

November 29, 1999, common
 stock issued for finders fee
 valued at $1.34 per share              400,000          4,000        533,200            --

Stock offering costs                       --             --         (537,200)           --

December 10, 1999, common
 stock issued for cash at $0.70
 per share                               71,839            718         49,282            --

December 10, 1999, common
 stock issued for cash at $0.71
 per share                              175,070          1,751        123,249            --

December 13, 1999, common
 stock issued for cash at $0.84
 per share                              160,131          1,601        133,399            --

December 15, 1999, common
 stock issued for cash at $0.90
 per share                               33,333            333         29,667            --

December 20, 1999, common
 stock issued for cash at $0.83
 per share                              193,939          1,939        158,061            --

December 23, 1999, common
 stock issued for cash at $0.83
 per share                              120,773          1,208         98,792            --

December 31, 1999, common
 stock issued for conversion of
 related party debt at $1.50 per
 share                                  592,744          5,928        883,189            --

Net loss for the year ended
 December 31, 1999                         --             --             --        (5,892,287)
                                   ------------   ------------   ------------    ------------

Balance, December 31, 1999           32,835,925   $    328,359   $  5,782,025    $(11,116,617)
                                   ------------   ------------   ------------    ------------
</TABLE>

                                      F-5

<PAGE>



                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
      Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
<TABLE>
<CAPTION>

                                                                                        Deficit
                                                                                      Accumulated
                                                                       Additional     During the
                                                Common Stock             Paid-In      Development
                                           Shares         Amount         Capital         Stage
                                        ------------   ------------   ------------   ------------
<S>                                       <C>          <C>            <C>            <C>
Balance, December 31, 1999                32,835,925   $    328,359   $  5,782,025   $(11,116,617)

January 4, 2000, common stock
 issued for debt and services
 at $2.75 per share (unaudited)              147,580          1,476        404,369           --

January 5, 2000 common stock
 issued for services at $4.34
 per share (unaudited)                        60,000            600        259,800           --

March 9, 2000, common stock
 issued for cash purchase of
 warrants at $1.99 per share
 (unaudited)                                  62,792            628        124,391           --

March 16, 2000, common stock
 issued for convertible debenture
 at $1.50 per share (unaudited)               66,667            667         99,333           --

March 16, 2000, common stock
 issued for cash purchase of
 warrants at $0.75 per share
 (unaudited)                                 133,333          1,333         98,667           --

March 27, 2000, 3 stock
issuances for payment of debt at
average price of $4.95 per share
 (unaudited)                                  46,486            465        231,347           --

January 1 - March 31, 2000,
57 stock issuances pursuant
 to a private placement
 memorandum at average
 price of $5.10 per share (unaudited)      1,865,587         18,656      6,556,205           --

January 1 - March 31, 2000,
 warrants issued below market
 value (unaudited)                              --             --        3,299,940           --

Net loss for the three months
 ended March 31, 2000 (unaudited)               --             --             --       (4,256,585)
                                        ------------   ------------   ------------   ------------

Balance, March 31, 2000 (unaudited)       35,218,370   $    352,184   $ 16,856,077   $(15,373,202)
                                        ============   ============   ============   ============
</TABLE>

                                      F-6

<PAGE>



                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                            From
                                                                                        Inception on
                                                                                          March 26,
                                                            For the Three Months        1992 Through
                                                                  March 31,               March 31,
                                                            2000            1999            2000
                                                       ------------    ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                    <C>             <C>             <C>
   Net loss                                            $ (4,256,585)   $   (668,978)   $(15,373,202)
   Adjustments to reconcile net loss to net cash
    provided (used) by operating activities:
     Depreciation                                            14,863           4,663          65,557
     Common stock issued for services and
       equity discounts                                   3,766,185         473,589       4,611,985
     Loss on sale of assets                                    --              --           387,649
   Change in operating asset and liability accounts:
     (Increase) decrease in overpayment receivable          (74,700)           --           (74,700)
     (Increase) decrease in prepaid assets                 (452,500)           --          (452,500)
     (Increase) decrease in other assets                    359,110         (71,320)       (684,367)
     Increase (decrease) in accounts payable               (404,829)        163,032       1,874,200
     Increase (decrease) in accrued expenses               (114,387)        106,175         212,195
                                                       ------------    ------------    ------------

       Net Cash Provided (Used) by Operating
        Activities                                       (1,162,843)          7,161      (9,433,183)
                                                       ------------    ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of fixed assets                                (714,761)           --          (821,092)
                                                       ------------    ------------    ------------

       Net Cash (Used) by Investing Activities             (714,761)           --          (821,092)
                                                       ------------    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Repayment of note payable                             (1,761,222)           --        (2,009,457)
   Loans from related parties                                48,648            --         7,605,377
   Issuance of convertible debentures                          --              --           650,000
   Common stock issued for cash                           6,899,880            --         7,686,333
                                                       ------------    ------------    ------------

       Net Cash Provided by Financing Activities          5,187,306            --        13,932,253
                                                       ------------    ------------    ------------

NET INCREASE IN CASH AND CASH
 EQUIVALENTS                                              3,309,702           7,161       3,677,978

CASH AND CASH EQUIVALENTS AT BEGINNING
 OF PERIOD                                                  368,276           3,184            --
                                                       ------------    ------------    ------------

CASH AND CASH EQUIVALENTS AT END
 OF PERIOD                                             $  3,677,978    $     10,345    $  3,677,978
                                                       ============    ============    ============
</TABLE>

                                      F-7

<PAGE>



                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                   From
                                                                                Inception on
                                                                                  March 26,
                                                        For the Three Months    1992 Through
                                                              March 31,           March 31,
                                                         2000         1999         2000
                                                      ==========   ==========   ==========
<S>                                                   <C>          <C>          <C>
CASH PAID FOR:

   Interest                                           $     --     $     --     $     --
   Income taxes                                       $     --     $     --     $     --
                                                      ==========   ==========   ==========
NON-CASH FINANCING ACTIVITIES

   Common stock issued for services and
     equity discounts                                 $3,766,185   $     --     $4,611,985
   Common stock issued in acquisition of subsidiary   $     --     $     --     $3,589,015
   Common stock issued for conversion of
     accounts payable                                 $  210,420   $     --     $  210,420
   Common stock issued for conversion of debt         $  100,000   $     --     $  100,000
   Common stock issued for conversion of accrued
     interest                                         $   21,392   $     --     $   21,392
</TABLE>

                                      F-8

<PAGE>



                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999


NOTE 1 -      ORGANIZATION AND DESCRIPTION OF BUSINESS

              The consolidated financial statements presented are those of Ocean
              Power Corporation and its wholly-owned Subsidiaries (the Company).

              The Company  has had limited  activities  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  marketing  water  desalination  and
              renewable power  generation  systems that will be modular and mass
              produced.  The Company plans to pursue  regional joint ventures in
              water and power  challenged  markets to build,  own,  operate  and
              transfer modular seawater desalination and power plants.

              PTC  Holdings,  Inc.  (Holdings)  (formerly H Power  Technologies,
              Inc.) was  incorporated  on March 26,  1992  under the laws of the
              State of  Delaware  to engage in any  lawful act or  activity  for
              which corporations may be organized under the General  Corporation
              Laws of Delaware.

              PTC Group, Inc., (Group) (formerly Intryst, Inc.) was incorporated
              under the laws of the State of Idaho on April 24, 1969.

              On June 22, 1999,  Group and Holdings  completed an Agreement  and
              Plan of  Merger  whereby  Group  issued  25,044,146  shares of its
              common stock in exchange for all of the  outstanding  common stock
              of  Holdings.  Immediately  prior  to the  Agreement  and  Plan of
              Merger,  Group had  6,426,450  shares of common  stock  issued and
              outstanding.    The   acquisition   was   accounted   for   as   a
              recapitalization  of Holdings because the shareholders of Holdings
              controlled  Group after the acquisition.  Therefore,  Holdings was
              treated as the acquiring entity for accounting  purposes and Group
              was  the  surviving  entity  for  legal  purposes.  There  was  no
              adjustment to the carrying  value of the assets or  liabilities of
              Holdings.  On August 19,  1999,  the  shareholders  of the Company
              authorized  a 1 for 10 reverse  stock  split.  All  references  to
              shares of common stock have been retroactively restated.

              On  July  12,  1999,   Group  changed  its  name  to  Ocean  Power
              Corporation (Idaho).

              On July 21, 1999,  Ocean Power  Corporation  (Delaware) was formed
              for  the  purpose  of  changing   the   domicile  of  Ocean  Power
              Corporation (Idaho).

              On July 28, 1999, Delaware and Idaho merged to change the domicile
              from Idaho to Delaware with Delaware being the surviving entity.

                                      F-9

<PAGE>



                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999


NOTE 1 -      ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)

              The Subsidiaries:

              Integrated Water and Power  Corporation  (IWP) (formerly Clean Air
              Power Technologies  Corporation)  (formerly Advanced  Technologies
              Manufacturing  Corporation)  was incorporated on December 11, 1996
              under the laws of the State of  Delaware  to engage in any  lawful
              act or activity for which  corporations may be organized under the
              General Corporation Laws of Delaware. IWP is currently inactive.

              Advanced  Power  Sources   Corporation  (APS)  (formerly  ZE-Power
              Technologies   Corporation)  (formerly  P.T.C.   Corporation)  was
              incorporated  on March  26,  1992  under  the laws of the State of
              Delaware  to  engage  in any  lawful  act or  activity  for  which
              corporations  may be organized under the General  Corporation Laws
              of Delaware. APS is currently inactive.

              Manufacturing  Technologies  Corporation (MTC) was incorporated on
              January 7, 1997 under the laws of the State of  Delaware to engage
              in any  lawful  act or  activity  for  which  corporations  may be
              organized under the General  Corporation Laws of Delaware.  MTC is
              currently inactive.

NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              a.  Accounting Method

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

                                      F-10

<PAGE>



                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999


NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              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  because of the antidilutive  nature of the stock
              equivalents.

                                                   For the Three Months Ended
                                                            March 31,
                                                 ----------------------------
                                                      2000           1999
                                                 ------------    ------------
                                                  (Unaudited)     (Unaudited)
                          Net (loss)
                            (numerator)          $ (4,256,585)   $   (668,978)

                          Weighted average
                            shares outstanding
                            (denominator)          33,163,792       4,936,484
                                                 ------------    ------------

                          Basic loss per share   $      (0.13)   $      (0.14)
                                                 ============    ============

              c.  Provision for Taxes

              At  March  31,   2000,   the  Company  has  net   operating   loss
              carryforwards  of  approximately  $15,400,000  that may be  offset
              against  future  taxable  income  through 2020. 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.  Principles of Consolidation

              The March 31, 2000 unaudited financial statements are consolidated
              with  Ocean  Power   Corporation,   Integrated   Water  and  Power
              Corporation,  Advanced Power Sources Corporation and Manufacturing
              Technologies  Corporation.  All significant  intercompany accounts
              and transactions have been eliminated.

                                      F-11

<PAGE>



                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999


NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              f.  Equipment

              Office equipment is recorded at cost. Major additions and renewals
              are expensed in the year  incurred.  Major  additions and renewals
              are capitalized and depreciated  over their estimated useful lives
              of 5 to 39 years  using  the  straight-line  method.  Depreciation
              expense for continuing operations for the three months ended March
              31, 2000 and 1999 was $14,863 and $4,663, respectively.

              Equipment consists of the following:
                                                        March 31,   December 31,
                                                          2000         1999
                                                       ---------    ---------
                                                      (Unaudited)
                      Equipment                        $ 696,310    $    --
                      Office equipment and furniture      45,105       36,748
                      Computers and software              47,338       46,834
                      Phone system                        19,667       19,667
                      Leasehold improvements               9,590         --
                      Accumulated depreciation           (63,147)     (50,694)
                                                       ---------    ---------

                      Net Equipment                    $ 754,863    $  52,555
                                                       =========    =========

              g.  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 form those estimates.

              h.  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.

              i.  Revenue Recognition Policy

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

                                      F-12

<PAGE>



                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999


NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              j.  Advertising

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

              k.  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.

              l.  Unaudited Financial Statements

              The  accompanying   unaudited  consolidated  financial  statements
              include  all  of  the   adjustments   which,  in  the  opinion  of
              management,   are   necessary  for  a  fair   presentation.   Such
              adjustments are of a normal recurring nature.

NOTE 3 -      EQUIPMENT PROCUREMENT COSTS

              During July and August 1999,  the Company made deposits on a vapor
              compression distillation unit to be used in the development of its
              water desalination system in the amount of $300,000.

              During September 1999, the Company paid moving, storage and set up
              costs on the above mentioned equipment of $64,110.

              During March 2000, the Company paid the remaining $200,000 on this
              equipment and capitalized a total of $564,110.

NOTE 4 -      PREPAID EXPENSES

              The Company's prepaid expense is comprised of the following items:

                                                    March 31,    December 31,
                                                      2000          1999
                                                    --------   -------------
                                                   (Unaudited)

                        Prepaid services            $192,500   $        --

                        Prepaid license agreement    250,000            --

                        Prepaid legal                 10,000            --
                                                    --------   -------------

                                   Total            $452,500   $        --
                                                    ========   =============

                                      F-13

<PAGE>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999


NOTE 4 -      PREPAID EXPENSES (Continued)

              During  March  2000,  the  Company   purchased  a  motor  for  the
              development of its desalination equipment for $132,200. As part of
              this  purchase,  the Company  entered  into a thirty year  license
              agreement,  which begins in April 2000,  for a minimum  payment of
              $500,000 per year. At March 31, 2000, the Company prepaid $250,000
              towards this license agreement.

              The Company also entered  into a service  agreement  for the motor
              beginning  April  2000.  The  agreement  calls for the  payment of
              $192,500 for one year. At March 31, 2000, the Company  prepaid the
              full amount of this agreement.

NOTE 5 -      NOTES PAYABLE - RELATED PARTIES

<TABLE>
<CAPTION>

<S>                                                                                   <C>
              Notes payable at March 31, 2000 consist of the following:

              Note payable to a related party bearing interest at 10% per annum,
               due upon demand, secured by personal

               guarantee of officer.                                                  $         102,199

              Unsecured note payable to a related party bearing  interest at 10%
               per annum, all unpaid interest and principle due

               on demand.                                                                       256,021

              Unsecured note payable to a related party bearing  interest at 10%
               per annum, all unpaid interest and principle due

               upon demand.                                                                     556,835

              Unsecured note payable to a related party bearing interest at
               10% per annum, due upon demand.                                                  591,709

              Unsecured note payable to a related party bearing interest at
               10% per annum, due upon demand.                                                   69,371

              Unsecured note payable to a related party bearing interest at
               10% per annum, due upon demand.                                                  321,857

              Unsecured note payable to a related party bearing interest at
               10% per annum, due upon demand.                                                   63,431

              Unsecured note payable to a related party bearing interest at
               10% per annum, due upon demand.                                                  142,994

              Unsecured note payable to a related party bearing interest at
               10% per annum, due upon demand.                                                   19,200
                                                                                      -----------------

              Balance forward                                                         $       2,123,617
                                                                                      -----------------
</TABLE>

                                      F-14

<PAGE>



                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999


NOTE 5 -      NOTES PAYABLE - RELATED PARTIES (Continued)

<TABLE>
<CAPTION>

<S>                                                                                              <C>
              Balance Forward                                                                    $       2,123,617

              Unsecured note payable to a related party bearing interest at
               10% per annum due upon demand.                                                               89,283

              Unsecured note payable to a related party bearing interest at
               10% per annum, due upon demand.                                                              14,577

              Less advances to employees:

                  1997                                                                                     123,826
                  1998                                                                                     114,805
                  1999                                                                                     420,334
                  2000                                                                                       5,000
                                                                                                 -----------------
                      Total advances                                                                       663,965
                                                                                                 -----------------
              Total Notes Payable - Related Parties, Net                                         $       1,563,512
                                                                                                 =================
              Annual  maturities  of notes  payable  -  related  parties  are as
              follows:

                  Years Ending
                  December 31,
                  ------------
                         2000                                                                    $       1,563,512
                                                                                                 =================
</TABLE>

              Total interest  expense to related parties was $61,126 and $83,136
              for the three months ended March 31, 2000 and 1999, respectively.

              During 1997,  1998,  1999 and 2000, the Company made cash advances
              of $663,965 to employees. The advances were formalized through the
              signing of notes receivable bearing interest at 10% per annum with
              each  employee  at the end of each  year.  This  amount  is netted
              against the notes payable - related  parties  balance at March 31,
              2000 due to management's  intent to net these receivables with the
              respective related party notes when settled in 2000.

                                      F-15

<PAGE>
                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999

NOTE 6 -      CONVERTIBLE DEBENTURES

              During  November  1999,  the  Company  issued  three   convertible
              debentures for $100,000 each. Two of the debentures are due August
              1, 2004 and the third is due  November  1,  2004.  The  debentures
              accrue  interest at 12% per annum.  The holders of the  debentures
              retain  the  option  to  convert  for a period  of five  years any
              portion of the debt into the Company's  restricted common stock at
              a price of $1.50 per share. Any shares issued under the conversion
              privileges  of  these  debentures  carry  two  purchase   warrants
              allowing the holder to purchase one  additional  restricted  share
              for each  share  purchase  warrant  held at a price  of $0.75  per
              share. The share purchase  warrants are valid for five years after
              the date of  purchase.  Interest  expense  associated  with  these
              debentures amounted to $7,500 at March 31, 2000.

              During  March 2000,  66,667  shares of common stock were issued to
              convert one of the three debentures and 133,333 shares were issued
              in conjunction with the warrants.

              During  November 1999, the Company issued a convertible  debenture
              for  $350,000.  The  debenture  is due August 1, 2004 and  accrues
              interest at 12% per annum. The holder of the debenture retains the
              option to convert  for a period of five  years any  portion of the
              debt  into the  Company's  restricted  common  stock at a price of
              $1.50 per share. Any shares issued under the conversion privileges
              of this  debenture also carry two purchase  warrants  allowing the
              holder to purchase one additional  restricted share for each share
              purchase  warrant  held at a price of $0.75 per  share.  The share
              purchase  warrants  are  valid  for five  years  after the date of
              purchase. Interest expense associated with this debenture amounted
              to $8,750 at March 31, 2000.

              The Company recognized additional compensation expense of $650,000
              during 1999 to reflect the discount on the warrants.

NOTE 7 -      ACCRUED EXPENSES

              The  company's  accrued  expenses is  comprised  of the  following
              items:
<TABLE>
<CAPTION>
                                                            March 31,       December 31,
                                                             2000               1999
                                                         --------------  -----------------
                                                          (Unaudited)
<S>                                                      <C>             <C>
                  Accrued payroll taxes payable          $        9,291  $          50,411
                  Accrued interest payable - payroll             52,717             52,717
                  Accrued payroll tax penalty                    98,845             98,845
                  Accrued interest payable - notes               29,950            124,609
                                                         --------------  -----------------
                                Total                    $      190,803  $         326,582
                                                         ==============  =================
</TABLE>

              During 1997,  1998,  1999 and 2000, the Company made cash advances
              of $663,965 to employees.  Due to the advances  resembling payroll
              activities,   the  Company  has  accrued  payroll  taxes  for  the
              employer's  portion at 7.65%,  interest at 8% and penalties at 15%
              for each year.  During the three months ended March 31, 2000,  the
              Company repaid  $537,519 of the accrued  payroll amounts for 1997,
              1998 and 1999 through payroll in 2000, resulting in a reduction in
              accrued payroll taxes of $41,120.

                                      F-16

<PAGE>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999


NOTE 8 -      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
              incurred  losses from its inception  through  March 31, 2000.  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.  It is the intent of the Company to seek additional
              financing  through  private  placements of its common  stock.  The
              Company  expects that it will need  $4,000,000  to  $6,000,000  of
              additional funds for operations and expansion in 2000.

NOTE 9 -      COMMITMENTS AND CONTINGENCIES

              a.  Employment Agreements

              During June 1998, the Company  entered into a five year employment
              agreement  with its  President.  The  agreement  calls  for a base
              salary of $182,000 per year allowing for increases each year based
              on the Consumer  Price Index,  merit  increases  and  increases in
              salary  or bonus as deemed  appropriate  to  reflect  the value of
              services  provided.  The agreement also calls for the extension of
              certain executive benefits.

              During June 1998, the Company  entered into a five year employment
              agreement with its Secretary/Treasurer.  The agreement calls for a
              base salary of $130,000 per year allowing for increases  each year
              based on the Consumer Price Index,  merit  increases and increases
              in salary or bonus as deemed  appropriate  to reflect the value of
              services  provided.  The agreement also calls for the extension of
              certain executive benefits.

              During June 1998, the Company  entered into a four year employment
              agreement with an employee.  The agreement calls for a base salary
              of $55,000 per year allowing for increases  each year based on the
              Consumer Price Index,  merit  increases and increases in salary or
              bonus as deemed  appropriate  to  reflect  the  value of  services
              provided.  The  agreement  also calls for the extension of certain
              executive benefits.

              During June 1998, the Company  entered into a five year employment
              agreement with its Vice President.  The agreement calls for a base
              salary of $182,000 per year allowing for increases each year based
              on the Consumer  Price Index,  merit  increases  and  increases in
              salary  or bonus as deemed  appropriate  to  reflect  the value of
              services  provided.  The agreement also calls for the extension of
              certain executive benefits.

              b.  Consulting Agreements

              During July 1997, the Company entered into a consulting  agreement
              with Richard Morris Associates.  The agreement is for one year and
              calls for the  payment of $1,000 per month plus  expenses.  During
              June 1998, the Company  extended this agreement  through  December
              1998.  During  January 1999,  the Company  extended this agreement
              through  December 1999.  During January 2000, the Company extended
              this agreement through December 2000.

                                      F-17

<PAGE>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999


NOTE 9 -      COMMITMENTS AND CONTINGENCIES (Continued)

              During June 1999, the Company entered into a consulting  agreement
              with  D.  Weckstein  & Co.,  Inc.  as  financial  consultants  and
              investment  bankers for a period of two years. The agreement calls
              for the Company to issue options to purchase 300,000 shares of the
              Company's  common stock at a price of $5.00 per share for a period
              of three years from the date of the agreement.  The agreement also
              calls for cash  payments  in  connection  with  certain  financial
              transactions  consummated as a result of introduction by Weckstein
              such as  mergers,  acquisitions,  joint  ventures,  debt or  lease
              placements and similar or other,  on-balance or off-balance  sheet
              corporate finance transactions as follows:

              a.  7% of the first $1,000,000 of the  consideration  paid in such
                  transaction;

              b.  6% of the  consideration  in  excess of  $1,000,000  and up to
                  $3,000,000;

              c.  5% of the  consideration  in  excess of  $3,000,000  and up to
                  $5,000,000;

              d.  4% of the  consideration  in  excess of  $5,000,000  and up to
                  $7,000,000;

              e.  3% of the  consideration  in  excess of  $7,000,000  and up to
                  $9,000,000; and

              f.  2% of the consideration in excess of $9,000,000.

              During December 1999, the agreement was amended whereby  Weckstein
              will  receive  options to purchase up to 125,000  shares of common
              stock at a price of $1.00  per  share  until  December  31,  2003.
              During 1999, the Company paid $10,000 in commissions to Weckstein.
              No options were exercised as of December 31, 1999 (see Note 10).

              During March 1999, the Company entered into a consulting agreement
              with Richard Brown.  The agreement  calls for the payment of a 10%
              commission  for any and all funds  delivered to the Company during
              1999.  No funds were  delivered  to the Company and no  commission
              payments were made during 1999.

              During July 1999,  the Company  entered into a six month  business
              consulting  agreement  with Xcel  Associates,  Inc.,  which may be
              renewed for a provisional three month period upon mutual agreement
              of the  parties.  The  agreement  calls for the  Company  to issue
              500,000  shares  of the  Company's  common  stock as  follows:  1)
              150,000  shares  within  one week of  signing  the  agreement;  b)
              150,000  shares  within  30 days  based on  mutually  agreed  upon
              performance;  and 3) 200,000 within the following 60 days based on
              mutually agreed upon  performance as well as the right to purchase
              up to 1,000,000  shares of common stock at $0.50 per share and the
              payment of expenses incurred.

              During November 1999, the Company entered into a 30 day consulting
              agreement with International Capital Corp. The agreement calls for
              the Company to pay $42,000 for  services,  $6,000 for expenses and
              issue 60,000  shares of the Company's  common  stock.  The Company
              paid all fees and  expenses  and  issued  60,000  shares of common
              stock in conjunction with this agreement and allowed the agreement
              to expire.

                                      F-18

<PAGE>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999


NOTE 9 -       COMMITMENTS AND CONTINGENCIES (Continued)

               During  January  2000,  the  Company  entered  into a three  year
               consulting  agreement  with Clement J.  Wohlreich.  The agreement
               calls for the Company to issue  100,000  units at $3.00 per unit,
               consisting  of one share of the  Company's  common  stock and one
               warrant.  The  warrants  will  have a life of three  years  and a
               purchase price of $1.50 per warrant.

               During  January  2000,  the  Company  entered  into a three  year
               consulting  agreement with EBM, Inc. The agreement  calls for the
               Company to pay $4,000 per month until the Company secures a total
               of $5,000,000 in financing,  then the Company will pay $6,000 per
               month for 12 months and grant  100,000  options to  purchase  the
               Company's  common  stock.  The options will have a four year life
               and will be priced at $1.50 per share.

               During  January  2000,  the  Company  entered  into a  consulting
               agreement with Donner Corp.  International.  The agreement  calls
               for  the  Company  to pay a  retainer  of  $2,500,  $100,000  for
               services in  connection  with  assisting the Company to implement
               its business objectives and issue 10,000 warrants to purchase the
               Company's  common  stock  at a strike  price  equal to 80% of the
               lowest  five-day  average  stock closing price from January 2-31,
               2000.  The warrants  are  exercisable  for three years  beginning
               February 1, 2000.

               During  February  2000,  the Company  signed an  amendment to its
               agreement for  consulting  services  with D.  Weckstein & Co. The
               amendment  calls  for the  Company  to issue  75,000  options  to
               purchase  the  Company's  common stock  exercisable  at $6.00 per
               share for three years.

               c.   Office Lease

               The  Company  leases its  office  space  under a  non-cancellable
               operating lease which expires on April 30, 2002. The monthly rent
               amount is $17,000 with yearly  increases of  approximately 2% per
               year.  Rent expense for the three months ended March 31, 2000 and
               1999 was $48,294 and $55,141, respectively.

NOTE 10 -      DILUTIVE INSTRUMENTS

               The Company applied  Accounting  Principles  Board ("APB") Option
               25,  "Accounting  for Stock  Issued to  Employees,"  and  related
               Interpretations  in accounting for all stock option plans.  Under
               APB Option 25,  compensation cost is recognized for stock options
               granted  to  employees  when the  option  price is less  than the
               market price of the underlying common stock on the date of grant.

                                      F-19

<PAGE>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      March 31, 2000 and December 31, 1999


NOTE 10 -      DILUTIVE INSTRUMENTS (Continued)

               FASB Statement 123,  "Accounting  for  Stock-Based  Compensation"
               ("SFAS  No.1 23"),  requires  the  Company  to  provide  proforma
               information  regarding  net income and net income per share as if
               compensation costs for the Company's stock option plans and other
               stock  awards had been  determined  in  accordance  with the fair
               value  based  method  prescribed  in SFAS No.  123.  The  Company
               estimates the fair value of each stock award at the grant date by
               using the  Black-Scholes  option pricing model with the following
               weighted  average  assumptions  used  for  grants,  respectively;
               dividend yield of zero percent for all years; expected volatility
               of 32 percent  for all years;  risk-free  interest  rates of 10.0
               percent and expected lives of 4.5 years.

               The company has granted the following  warrants and options as of
               March 31, 2000:
<TABLE>
<CAPTION>

                              Date of         Exercise      Exercise
                 Type          Grant           Number          Price       Date
               --------   --------------     ---------    ----------   ------------

               <S>        <C>                <C>          <C>          <C>
               Options    Mar.16, 1999          30,000    $     5.00   Mar. 16, 2002
               Warrants   May 17, 1999         654,061    $     1.50   May 17, 2004
               Option     July 12, 1999        100,000    $     5.00   July 12, 2000
               Warrants   Nov. 16, 1999      1,733,333    $     0.75   Nov. 16, 2004
               Warrants   Jan.-Mar. 2000     1,865,587    $     5.10   Jan.-Mar. 2003
</TABLE>

               The Company has  recognized  additional  compensation  expense of
               $6,000 for the options issued on March 16, 1999 which is recorded
               as part of the recapitalization.

               The Company has  recognized  additional  compensation  expense of
               $250,000  for the  options  granted  on July  12,  1999  which is
               recorded as part of the recapitalization.

               The Company has  recognized  additional  compensation  expense of
               $650,000 for the warrants granted on November 16, 1999.

               the Company has  recognized  additional  compensation  expense of
               $3,299,940  for the  warrants  granted  January  - March  2000 in
               conjunction with a private placement memorandum.

               The compensation expenses recorded reflect the discounts from the
               trading value of the stock on the date of grant.

                                      F-20

<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following  discussion  should be read in conjunction  with the  accompanying
consolidated  financial  statements and notes thereto included in Item 1 of this
quarterly report.

Special Note Regarding Forward-Looking Statements
-------------------------------------------------

These financial  projections  contain figures  relating to plans,  expectations,
future results,  performance,  events or other matters that are" forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended, When used in the Plan of Operations, words such as "estimate", project,
"intend" "expect", "anticipate" and similar expressions are intended to identify
forward-looking statements.

Such  forward  looking  statements  involve  numerous  risks and  uncertainties,
pertaining to technology,  development of the Company's products and markets for
such products,  timing and level of customers orders,  competitive  products and
pricing,  changes in economic  conditions and markets for the Company's products
and other risks and uncertainties.

Actual  results,  performance  and  events  are  likely to differ and may differ
materially and adversely. Investors are cautioned not to place undue reliance on
these forward-looking  statements which speak only as to the date of the Plan of
Operations.

The  Company  undertakes  no  obligation  to release  or  deliver  to  investors
revisions to these forward-looking statements to reflect events or circumstances
after the date of the Plan of Operations, the occurrence of unanticipated events
or other matters.

PLAN OF OPERATION

     The Company began its current operations in January,  1997 as Manufacturing
Technologies  Corporation  (MTC).  This  was a  Delaware  Corporation  set up to
develop a business manufacturing modular seawater desalination and power plants.
In March of 1998,  MTC became a wholly owned  subsidiary of PTC Holdings,  Inc.,
which  subsequently  merged  with the  Company  in June  1999.  The  Company  is
developing modular seawater desalination systems integrated with environmentally
friendly power sources and  ultimately  fueled with  renewable  energy  sources.
These  systems  will be sold to a series of regional  joint  ventures  that will
ideally take 15-25 year contracts to sell water and power. This will provide the
Company dual income  streams from both  equipment  sales and royalties  from the
sale of water and power.

     The  Company  has a limited  operating  history  on which to  evaluate  its
prospects.   The  risks,  expenses  and  difficulties  encountered  by  start-up
companies must be considered when evaluating the Company's prospects.

     The Company's plan of operation for the next twelve months is as follows:

  (i)    Since completion of its water quality certification on 9 December 1999,
         the  Company  has  raised  over  $6.5  million  pursuant  to a  private
         placement  financing  which has allowed the  Company to  implement  its
         Product Development  Program, as well as further business  development,
         strategic partnering and acquisition  activities.  Based on an analysis
         of its sales and  development  costs,  the Company  intends to raise an
         additional $5-10 million pursuant to a private  placement  financing in
         the second quarter of 2000, and,  depending on the pace of actual sales
         and the acquisition  activities of the Company,  an additional round of
         financing  (for a minimum of $40 million  dollars) in the third quarter
         of 2000. The exact method by which this  additional  round of financing
         will be raised will be based on the maximization of shareholder  value.
         The  additional  equity raised by the Company will allow the Company to
         execute  its  business  plan  and  should   provide  the  Company  with
         sufficient capital to bring the Company to profitability in 2001.

 (ii)   The Company will be doing technology and product development in a number
        of areas. They are:

        a)       low-temperature hydrogen generation
        b)       ejectors
        c)       chemical-free water pretreatment
        d)       enhanced heat transfer in plastic heat exchangers
        e)       high-performance alkaline fuel cells

                                       1

<PAGE>

        This work is all aimed at  improving  the  performance  and reducing the
        capital cost of the Company's products.

(iii)   The Company  intends to make a number of  acquisitions  and purchases in
        the next year. They are:

        a)       laboratory and test facilities
        b)       system integration facilities

 (iv)   Although the Company plans to subcontract  out as much work as possible,
        it still anticipates increasing the number of employees from the current
        ten full time and four  consultants  to  approximately  24 full time and
        eight to ten consultants.

                           PART II. OTHER INFORMATION

ITEM 1.  Legal Proceedings.

The Company is not involved in any material legal  proceedings or litigation and
the officers and directors are aware of no other pending  litigation which would
have a material, adverse effect on the Company.

ITEM 2.  Changes in Securities:

On 19 May,  2000,  pursuant  to the  Private  Placement  Offering,  Ocean  Power
Corporation sold 3,920 units of its Common Stock.

ITEM 3.  Defaults Upon Senior Securities.

NONE

ITEM 4.  Submission of Matters to a Vote of Security Holders

NONE

ITEM 5.  Other Information

NONE


                                       2
<PAGE>

ITEM 6.  Exhibit List

The following exhibits are filed herewith or incorporated herein by reference.

Exhibit Number
--------------

         3.1      Certificate of Incorporation of the Company *

         3.2      Bylaws of the Company *

         10.1     Employment  Agreement  dated June 1, 1998 by and  between  the
                  Company and Joseph P. Maceda. *

         10.2     Employment  Agreement  dated June 1, 1998 by and  between  the
                  Company and J. Michael Hopper. *

         10.3     Employment  Agreement  dated June 1, 1998 by and  between  the
                  Company and Lori L. O"Brien. *

         10.4     Employment  Agreement  dated June 1, 1998 by and  between  the
                  Company and Robert L. Campbell. *

         27.1     Financial Data Schedule.


--------------------------
         *        *Previously filed as an Exhibit to the Company's  Registration
                  Statement of Form  10-SB12G/A  filed on July 5, 2000,  and the
                  same is incorporated herein by reference.

                                       3
<PAGE>

                                  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 thereunder duly authorized.

                                      OCEAN POWER CORPORATION

Date: July 5, 2000                    By: /s/ Joseph P. Maceda
------------------                    ------------------------
                                              Joseph P. Maceda, President


                                       4