================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                   ------------------------------------------

                                   FORM 10-QSB


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

     For the quarterly period ended March 31, 2002.

                                       OR

|_|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from _____________ to _________________.

                        Commission file number 000-26165


                            IQ POWER TECHNOLOGY INC.
        (Exact name of small business issuer as specified in its charter)


                 CANADA                              NOT APPLICABLE
    (Jurisdiction of incorporation)       (I.R.S. Employer Identification No.)

                     Suite 708-A, 1111 West Hastings Street
                       Vancouver, British Columbia V6E 2J3
                                 (604) 669-3132
                          (Address and telephone number
                         of principal executive offices)

                                  Erlenhof Park
                              Inselkammer Strasse 4
                          D-82008 Unterhaching, Germany
(Address of principal place of business or intended principal place of business)

                                 (604) 669-3132
                           (Issuer's telephone number)

                                 Not Applicable
(Former name,former address and former fiscal year,if changed since last report)

     Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [X] No [ ]

     The  number  of  outstanding  common  shares,  without  par  value,  of the
registrant at March 31, 2002 was 17,063,974.

     Transitional  Small Business  Disclosure Format (check one): Yes ; No


<PAGE>

                               IQ POWER TECHNOLOGY

                            INDEX TO THE FORM 10-QSB
                  For the quarterly period ended March 31, 2002


                                                                            Page
                                                                            ----

PART I -  FINANCIAL INFORMATION ..............................................1

  ITEM 1. FINANCIAL STATEMENTS ...............................................1

          Unaudited Consolidated Balance Sheets...............................1

          Unaudited Consolidated Statement of Income/(Loss) and
             Comprehensive Income/(Loss)......................................2

          Unaudited Consolidated Statements of Cash Flow......................3

         Unaudited Consolidated Statements of Shareholders'...................5
            Equity (Deficit)

          Notes to the Unaudited Consolidated Financial Statements ...........5


  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS ..............................12

PART II - OTHER INFORMATION ..................................................19

  ITEM 1. LEGAL PROCEEDINGS ..................................................19

  ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS ..........................19

  ITEM 3. DEFAULTS UPON SENIOR SECURITIES ....................................20

  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ................20

  ITEM 5. OTHER INFORMATION ..................................................20

  ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ...................................20

SIGNATURES ...................................................................24




<PAGE>

Item 1.  Financial Statements

iQ POWER TECHNOLOGY INC.
(a development stage company)
Consolidated Balance Sheets
(Expressed in United States dollars; all amounts in thousands, except per share
data)
(Unaudited)
================================================================================


<TABLE>
                                                                   March 31,       December 31,
                                                                     2002               2001
---------------------------------------------------------------------------------------------
<S>                                                                   <C>                <C>
ASSETS
  Current Assets
    Cash and cash equivalents                                         487                451
    Receivable from original shareholders                              72                 78
    Other receivables                                                 151                129
    Prepaids and deposits                                             166                160
    Other current assets                                              103                 83

  -------------------------------------------------------------------------------------------
  Total current assets                                                979                901

  Non-current Assets
    Equipment, net                                                    457                459
  -------------------------------------------------------------------------------------------
  Total non-current assets                                            457                459

TOTAL ASSETS                                                        1,436              1,360
---------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY

  LIABILITIES
    Current liabilities
      Accounts payable                                                410                430
      Accrued payroll and employees benefits                           37                101
      Advances                                                          3                  -
      Accrued liabilities                                             218                225
    -----------------------------------------------------------------------------------------
    Total current liabilities                                         668                756
  -------------------------------------------------------------------------------------------
  TOTAL LIABILITIES                                                   668                756

  SHAREHOLDERS' EQUITY
    Authorized:
      An unlimited number of common shares of no par value
    Issued and outstanding:
      15,952,124 common shares at December 31, 2001
      17,063,974 common shares at March 31, 2002                    9,255              8,574
    Capital surplus/Additional paid-in                              1,807              1,850
    Accumulated other comprehensive (loss) income                      64                 26
    Accumulated deficit, during development stage
      (after loss allocation to silent partners)                  (10,358)            (9,846)
  -------------------------------------------------------------------------------------------
  TOTAL SHAREHOLDERS' EQUITY                                          768                604

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          1,436              1,360
---------------------------------------------------------------------------------------------
</TABLE>

          See accompanying notes to consolidated financial statements.



                                       1
<PAGE>

iQ POWER TECHNOLOGY INC.
(a development stage company)
Consolidated Statements of Income/(Loss) and Comprehensive Income/ (Loss)
(Expressed in United States dollars; all amounts in thousands, except per share
data)
(Unaudited)
================================================================================
<TABLE>
                                                    Cumulative from        Three months    Three months
                                                   date of inception           ended          ended
                                                       to March 31,          March 31,      March 31,
                                                          2002                 2002           2001
----------------------------------------------------------------------------------------------------
<S>                                                        <C>               <C>             <C>
SALES AND OTHER REVENUE                                    182                   -                 -
----------------------------------------------------------------------------------------------------
EXPENSES
  Research and development expenses
    Personnel                                            2,631                 140               178
    Laboratory                                           1,308                  70                80
    Office                                                 556                  15                11
    Consulting services                                    620                  19                 1
    Professional fees                                      840                  18                13
----------------------------------------------------------------------------------------------------
  Total Research & Development expenses                  5,955                 262               283

  Marketing and general & administrative expenses
    Personnel                                              646                  44                42
    Financing                                              277                   1                 1
    Office                                                 226                  15                17
    Consulting services                                    459                  33                30
    Professional fees                                      585                  18                68
    Management fees                                        198                  18                18
    Marketing activities                                   238                  21                10
    Investor relations                                     704                  84                41
    Research memberships                                   100                   -                 -
    Travel                                                 281                  14                 8
    Other                                                  184                   2                 3
----------------------------------------------------------------------------------------------------
  Total Marketing and G&A expenses                       3,898                 250               238

  Stock based compensation                               1,779                 (43)                -
----------------------------------------------------------------------------------------------------
  TOTAL OPERATING EXPENSES                              11,632                 469               521
  Interest expense                                         172                   1                 -
----------------------------------------------------------------------------------------------------
TOTAL EXPENSES                                          11,804                 470               521
  Interest and other income                               (142)                  -                 -
  (Gain)/loss on foreign exchange                          (98)                 42                41

INCOME/(LOSS) BEFORE INCOME TAX                        (11,382)               (512)             (562)
  Income tax                                                 -                   -                 -

NET INCOME/(LOSS)                                      (11,382)               (512)             (562)
----------------------------------------------------------------------------------------------------
  Other comprehensive income (loss)                         64                  38                37

COMPREHENSIVE INCOME/(LOSS)                            (11,319)               (474)             (525)
----------------------------------------------------------------------------------------------------
Basic and diluted loss per share, on net loss            (1.57)              (0.03)            (0.06)

Basic and diluted weighted average
  number of shares outstanding                       7,256,674          16,887,648         9,746,620
----------------------------------------------------------------------------------------------------
</TABLE>


          See accompanying notes to consolidated financial statements.



                                       2
<PAGE>
iQ POWER TECHNOLOGY INC.
(a development stage company)
Consolidated Statements of Cash Flow
(Expressed in United States dollars; all amounts in thousands, except per share
data)
(Unaudited)
================================================================================


<TABLE>
                                                     Cumulative from    Three months  Three months
                                                   date of inception        ended            ended
                                                     to March 31,       March 31,        March 31,
                                                             2002            2002             2001
----------------------------------------------------------------------------------------------------
<S>                                                       <C>                <C>              <C>
OPERATING ACTIVITIES
Net loss                                                  (11,382)           (512)            (562)
Items not affecting cash
  Depreciation and amortization                               302              25               24
  Stock based compensation                                  1,779             (43)               -
Changes in non-cash working capital
  (Increase) decrease in other receivable                    (170)            (19)              30
  (Increase) decrease in prepaids and deposits               (167)             (7)             (14)
  Increase (decrease) in accounts payable                     424             (15)             199
  Increase (decrease) in accrued liabilities                  269             (70)              10
  (Increase) decrease in other assets                        (105)            (22)               -
----------------------------------------------------------------------------------------------------
                                                           (9,050)           (663)            (313)
INVESTING ACTIVITY
  Additions to property, plant and equipment                 (785)            (27)              (1)
----------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Increase (decrease) in due to shareholder                   138               -              133
  Advances received from external parties                     299               4                -
  Cash acquired on business combination                     4,718               -                -
  Advances from subsidiary                                    581               -                -
  Issue of capital stock                                    3,561             681                -
  Issuance of atypical shares                               1,025               -                -
----------------------------------------------------------------------------------------------------
                                                           10,322             685              133
(DECREASE) INCREASE IN CASH AND
  CASH EQUIVALENTS                                            487              (5)            (180)

EFFECT OF FOREIGN EXCHANGE MOVEMENT                             -              41               35

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                                           -             451              183
----------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS,
  END OF PERIOD                                               487             487               38
----------------------------------------------------------------------------------------------------
</TABLE>


          See accompanying notes to consolidated financial statements.



                                       3
<PAGE>

iQ POWER TECHNOLOGY INC.
(a development stage company)
Consolidated Statements Shareholders' Equity (Deficit)
(Expressed in United States dollars; all amounts in thousands, except per share
data)
(Unaudited)
<TABLE>
==================================================================================================================
<S>                                      <C>              <C>              <C>           <C>               <C>
                                                                              Accumulated                        Total
                                              Common shares     Additional        Other                        Shareholders'
                                         -------------------     Paid-In     Comprehensive    Accumulated         Equity
                                            Shares   Amount      Capital      Income (Loss)      Deficit         (Deficit)
                                         ---------- --------   ------------   -------------   -----------      -------------

Balance at December 31,                       40    $   60      $        -    $        -      $       (1)        $      159
Issue of shares
Net loss                                                                                              (9)                (9)
----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1992                  40        60               -             -             (10)                50
Issue of shares
Net loss                                                                                              (7)                (7)
----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1993                  40        60               -             -             (17)                43
Issue of shares
Net loss                                                                                            (193)              (193)
Allocation of loss to
  atypical shares                                                                                     37                 37
----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1994                  40        60               -             -            (173)              (113)
Issue of shares
Net loss                                                                                            (341)              (341)
Allocation of loss to
  atypical shares                                                                                    379                379
----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1995                  40        60               -             -            (135)               (75)
Issue of shares
Net loss                                                                                            (496)              (496)
Allocation of loss to
  atypical shares                                                                                    139                139
----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1996                  40        60               -             -            (492)              (432)
Issue of shares
Net loss                                                                                            (597)              (597)
Allocation of loss to
  atypical shares                                                                                    312                312
----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1997                  40        60               -             -            (777)              (717)
Issue of shares
Net loss                                                                                          (1,027)            (1,027)
Allocation of loss to
  atypical shares                                                                                    228              228
Other comprehensive (loss)
  foreign currency translation
  adjustments                                                                                        (94)             (94)
----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1998                  40        60               -           (94)         (1,576)          (1,610)
Reorganization of capital on
  reverse acquisition                  5,119,960
Deemed issuance of shares on
  acquisition of iQ Power
  Technology Inc.                      4,471,770     5,495                                                          5,495
Stock based compensation                                               396                                            396
Exercise of warrants                     139,850       349                                                            349
Net loss                                                                                          (2,157)          (2,157)
Other comprehensive (loss) -
  foreign currency translation
  adjustments                                                                        176                              176
----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1999           9,731,920     5,904             396            82          (3,733)           2,649
Net loss                                       -         -               -             -          (2,359)          (2,359)
Other comprehensive (loss) -
  foreign currency translation
  adjustments                                  -         -               -           (98)              -              (98)
Exercise of options                       15,000        37               -             -               -               37
Stock based compensation                       -                        10             -               -               10
----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2000           9,746,620     5,941             406           (16)         (6,092)             239
Net loss                                       -         -               -             -          (3,754)          (3,754)
Other comprehensive (loss) -
  foreign currency translation
  adjustments                                  -         -               -            42               -               42
Issue of shares                        5,203,004     2,132               -             -               -            2,132
Stock based compensation                                             1,444                                          1,444
Exercise of options                    1,002,500       501               -             -               -              501
----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2001          15,952,124   $ 8,574        $  1,850      $     26       $  (9,846)        $    604
Net loss                                       -         -               -             -            (512)            (512)
Other comprehensive (loss) -
  foreign currency translation
  adjustments                                  -         -               -            38               -               38
Issue of shares                        1,111,850       681               -             -               -              681
Stock based compensation                                               (43)                                           (43)
Exercise of options                            -         -               -             -                -               -
----------------------------------------------------------------------------------------------------------------------------
Balance at March 31, 2002             17,063,974   $ 9,255        $  1,807      $     64       $ (10,358)        $    768
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>


            See accompanying notes to consolidated financial statements.



                                       4
<PAGE>

iQ POWER TECHNOLOGY INC.
(a development stage company)
Notes to the Consolidated Financial Statements
For the Quarter ended March 31, 2002
(Expressed in United States dollars; tabular amounts
in thousands except per share data)
================================================================================

1.   NATURE OF OPERATIONS

     iQ Power  Technology  Inc. ("iQ Power") was  incorporated  under the Canada
     Business  Corporations Act on September 20, 1994.  Effective June 17, 1999,
     iQ Power  completed  a  business  combination  with iQ  Battery  Research &
     Development  GmbH  ("iQ  Battery").   The  business  combination  has  been
     accounted for as a reverse  acquisition with iQ Battery being identified as
     the acquirer. Although iQ Battery is deemed to be the acquiring corporation
     for financial  accounting  and reporting  purposes,  the legal status of iQ
     Power as the surviving  corporation does not change.  Herein after iQ Power
     and its subsidiary are referred to as "the Company".

     iQ  Battery,  established  in 1991,  is  conducting  research  and  product
     development  in  the  area  of  intelligent   performance-improved  battery
     systems.  The Company's  first product is an  intelligent  car battery,  in
     which  electronics,  microprocessors  and software  manage the energy.  The
     know-how is based on a patent acquired from the founding shareholders of iQ
     Battery.

     Patents have been granted for Germany,  thirteen other European  countries,
     and for the United States of America.  International  patents  applications
     have been filed in nine additional  countries.  iQ Battery's legal domicile
     is  Chemnitz,  Germany,  and it  maintains  a  branch  near  Munich,  where
     management has its offices.  The Company  intends to grant licenses for its
     technologies to the automotive and related industries in the future.


2.   CONTINUING OPERATIONS

     These  financial  statements  have been prepared on a going concern  basis,
     which  contemplates  the  realization  of assets  and the  satisfaction  of
     liabilities  in the normal  course of  business.  The Company has  incurred
     cumulative losses since inception and as of March 31, 2002, the Company has
     a positive working capital position. The Company's ability to continue as a
     going concern is dependent upon the ability of the Company to attain future
     profitable  operations and/or to obtain the necessary financing to meet its
     obligations  and  repay  its  liabilities   arising  from  normal  business
     operations  when they become due. The  financial  statements do not include
     any   adjustments   to  reflect  the   possible   future   effects  on  the
     recoverability   and   classification   of  assets  or  the   amounts   and
     classification  of  liabilities  that may result  from the  outcome of this
     uncertainty.

     In 1999, the Company raised  approximately  $4,875,000,  net of commissions
     and costs of issue,  through  the  issuance of  2,200,000  shares of common
     stock pursuant to a  Registration  Statement on Form SB-1. In May 2001, the
     Company  completed a private  placement of 3,000,000 common shares at $0.25
     per share for proceeds of $750,000.  In September 2001, a private placement
     of 333,333  common  shares at $0.75 per share for  proceeds of $250,000 was
     also  completed.  In  the  fourth  quarter  of  2001,  the  Company  raised
     additional  funds through the private  placement of 1,019,344  units of the
     Company  at  US$0.70  per unit for  proceeds  of  $713,541,  with each unit
     consisting  of one common  share of the  Company  and one  non-transferable
     warrant  exercisable  for a period  of six  months  following  closing  and
     entitling the holder to purchase one additional



                                       5
<PAGE>

iQ POWER TECHNOLOGY INC.
(a development stage company)
Notes to the Consolidated Financial Statements
For the Quarter ended March 31, 2002
(Expressed in United States dollars; tabular amounts
in thousands except per share data)
================================================================================


2.   CONTINUING OPERATIONS (Continued)

     common  share of the  Company for  US$1.00.  In January  2002,  the Company
     raised  an  additional  $617,500  in equity  capital  through  the  private
     placement  of 950,000  units of the Company at US$0.65 per unit,  each such
     unit consisting of one common share of the Company and one non-transferable
     warrant  exercisable  for a period of twelve months  following  closing and
     entitling the holder to purchase one additional common share of the Company
     for  US$0.85.  The  subscribers  to the private  placements  were  non-U.S.
     persons outside the United States of America.

     The Company has used the proceeds to fund  research and  development  of iQ
     Battery's  technology,  expansion  of the  Company's  marketing  and  sales
     activities and general working  capital.  Additional funds are necessary to
     allow the Company to complete its product  development  and marketing plan.
     Additional  financing  will be required and there is no assurance  that the
     Company will be able to secure additional  financing or that such financing
     will be on terms beneficial to the existing shareholders.

     The Company has signed  agreements to jointly develop its applications with
     large  corporations.  Such  alliances  involve the  utilization  of certain
     aspects of the Company's technology.  The ability of the Company to succeed
     in these  alliances  is  dependent  upon the  Company's  ability  to obtain
     additional  financing.  The  Company has been active in its search for such
     financing.  Management believes that the Company will be able to obtain the
     necessary financing.

     As of March 31, 2002, the Company's  current financial  condition  requires
     the  infusion  of  additional  capital  in order to  continue  its  current
     operations.  If the Company is unable to obtain the  additional  financing,
     the Company will be unable to meet all of its financial obligations.  There
     is no  assurance  that  the  Company  will  be able  to  secure  additional
     financing  or that  such  financing  will  be on  terms  beneficial  to the
     existing shareholders.


3.   BASIS OF PRESENTATION

     The  unaudited  financial  statements  included  herein have been  prepared
     pursuant  to the rules  and  regulations  of the  Securities  and  Exchange
     Commission  for reporting on Form 10-Q.  Certain  information  and footnote
     disclosures   normally  included  in  financial   statements   prepared  in
     accordance  with  accounting  principles  generally  accepted in the United
     States of America have been condensed or omitted pursuant to such rules and
     regulations.  The  statements  should  be  read  in  conjunction  with  the
     accounting policies and notes to consolidated financial statements included
     in the Company's 2001 Annual Report on Form 10-K.

     In  the  opinion  of  management,  the  financial  statements  reflect  all
     adjustments  necessary  for a fair  statement  of the  operations  for  the
     interim periods presented.



                                       6
<PAGE>

iQ POWER TECHNOLOGY INC.
(a development stage company)
Notes to the Consolidated Financial Statements
For the Quarter ended March 31, 2002
(Expressed in United States dollars; tabular amounts
in thousands except per share data)
================================================================================


4.   SHARE CAPITAL

     Authorized
     An unlimited number of common shares
     Issued and outstanding

<TABLE>
                                                               Number of
                                                           Common shares        Amount ($ 000)
                                                           -------------       ---------------
     <S>                                                   <C>                 <C>
     Balance, January 1, 1998 (iQ Power)                         787,896                   493
     Private placement, issued cash                            1,483,874                   927
     -----------------------------------------------------------------------------------------
     Balance, December 31, 1998                                2,271,770                 1,420

     Shares issued for cash                                    2,200,000                 5,500
     Issue costs                                                       -                  (653)
     -----------------------------------------------------------------------------------------
     Balance, June 17, 1999                                    4,471,770                 6,267
     Adjustment for
     reverse acquisition on June 17, 1999                              -                (6,207)
     -----------------------------------------------------------------------------------------
                                                               4,471,770                    60

     Issued to effect the reverse acquisition                  5,120,000                 5,495
     Warrants exercised during the year                          139,850                   349
     -----------------------------------------------------------------------------------------
     Balance, December 31, 1999                                9,731,620                 5,904

     Options exercised during the year                            15,000                    37
     -----------------------------------------------------------------------------------------
     Balance, December 31, 2000                                9,746,620                 5,941

     Private placement, issued for cash                        4,352,677                 1,714
     Other shares issued                                         850,327                   419
     Options exercised during the year                         1,002,500                   501
     -----------------------------------------------------------------------------------------
     Balance, December 31, 2001                               15,952,124                 8,574

     Private placement, issued for cash                        1,045,000                   618
     Other shares issued                                          66,850                    63
     Options exercised during the quarter                              -                     -
     -----------------------------------------------------------------------------------------
     Balance, March 31, 2002                                  17,063,974                 9,255
</TABLE>

     On April 10, 2000,  the  company's  board of directors  declared a 2.5 to 1
     reverse  stock  split of the  company's  common  stock.  In  addition,  the
     authorized  shares of common stock issued and  outstanding  were  decreased
     from  24,366,550 to 9,746,620  shares.  All references in the  consolidated
     financial statements to shares and related prices,  weighted average number
     of shares,  per share  amounts,  and stock plan data have been  adjusted to
     reflect the reverse split.

     (a)  Stock options

          The  Company  has  established  a Stock  Option  Plan  for  employees,
          officers,  directors,  consultants,  and  advisors.  The  Company  has
          reserved  3,448,000  common shares for issuance under the Stock Option
          Plan.  Thereof  30,000  options were granted in the first quarter 2002
          with an exercise  price of $1.00.  Options  granted for issuance under
          the Stock Option Plan generally are not transferable, and the exercise
          price of  stock  options  must be at  least  equal to 100% of the fair
          market value of the common shares on the date of the grant.



                                       7
<PAGE>

iQ POWER TECHNOLOGY INC.
(a development stage company)
Notes to the Consolidated Financial Statements
For the Quarter ended March 31, 2002
(Expressed in United States dollars; tabular amounts
in thousands except per share data)
================================================================================


4.   SHARE CAPITAL (Continued)

          The Stock Option Plan may be administered by the Board of Directors or
          a committee of the Board (the "Committee").  The Board of Directors or
          the  Committee,  as the case may be,  has the power to  determine  the
          terms of any options granted thereunder, including the exercise price,
          the number of shares  subject to the  option,  and the  exercisability
          thereof.  The term of an option  granted under the Plan may not exceed
          ten years.  The specific  terms of each option grant shall be approved
          by the Board of Directors or the Committee.

          SFAS No. 123,  issued in October  1995,  requires  the use of the fair
          value based method of accounting for stock options. Under this method,
          compensation  cost is  measured at the grant date as the fair value of
          the options granted and is recognised over the exercise period. During
          the years ended December 31, 2001 and 2000, the Company issued options
          to individuals other than employees and directors which under SFAS No.
          123 are recognised as share-based  compensation.  If all services have
          been rendered by the date of grant,  the fair value of the options are
          recognized  as  compensation  expense as of that date.  SFAS No.  123,
          however,  allows the Company to  continue to measure the  compensation
          cost of employee and director related stock options in accordance with
          APB  25.  The  Company  has  therefore  adopted  the   disclosure-only
          provision of SFAS No. 123.

          On June 12, 2000, the Board of Directors  decreased the exercise price
          for the Stock Option Plan; from $2.50 to $1.50 for all options granted
          under and  outside of the plan.  On  January  16,  2001,  the Board of
          Directors decreased again the exercise price for the Stock Option Plan
          from $1.50 to $0.50 for all options  granted  under and outside of the
          plan. Due to the changes, all the options which were granted under the
          plan prior to the change in exercise price will be accounted for using
          variable plan accounting  under APB 25. Variable  accounting  requires
          that the intrinsic value, being the excess of the current market price
          at the end of each reporting period in excess of the exercise price of
          the repriced options, be expensed as non-cash stock based compensation
          expense, until such time as the repriced options are exercised, expire
          or are otherwise forfeited. Any increase in the intrinsic value of the
          repriced options will decrease reported  earnings,  and any subsequent
          decreases in value will increase reported earnings.  For those options
          which were granted outside of the plan prior ro the change in exercise
          price, the Company  recognizes  additional  compensation  cost for the
          excess of the fair value of the modified options issued over the value
          of the  original  option  at the  date  of the  modification.  For the
          quarter  ending on March 31,  2002,  $43,000 of  compensation  expense
          recovery was recognized in the financial statements.

     (b)  Incentive Share Plan

          In July 2001,  the Company  instituted  an  Incentive  Plan  reserving
          1,500,000  shares for issue to officers,  directors,  employees of the
          Company and its subsidiary and other persons, including consultants as
          an incentive. No incentive shares have been granted under this plan as
          of March 31, 2002.



                                       8
<PAGE>

iQ POWER TECHNOLOGY INC.
(a development stage company)
Notes to the Consolidated Financial Statements
For the Quarter ended March 31, 2002
(Expressed in United States dollars; tabular amounts
in thousands except per share data)
================================================================================


4.   SHARE CAPITAL (Continued)

     (c)  Loss per share

          Loss per  share  calculations  give  effect  to the  reverse  takeover
          described in Note 1.

     (d)  iQ share capital

          The  registered  capital of iQ Battery is EURO 51,129,  which is fully
          paid. All equity  securities  were acquired by iQ Power as part of the
          business combination.

     (e)  Issuance of shares due to private placements

          In  October  and  November  2001,  the  Company  completed  a  private
          placement  of  1,019,344  units of the  Company  at $0.70 per unit for
          proceeds of $713,541, with each unit consisting of one common share of
          the Company and one non-transferable  warrant exercisable for a period
          of six months  following  closing and entitling the holder to purchase
          one  additional   common  share  of  the  Company  for  US$1.00.   The
          subscribers to the private placement were non-U.S. persons outside the
          United States in reliance upon an exemption  from  registration  under
          Regulation S of the  Securities  Act of 1933, as amended.  The Company
          paid a finder's fees to non-U.S. persons outside the United States, in
          connection with the offering  consisting of 91,934 common shares.  The
          cost of the finders fee was netted against the proceeds  obtained from
          the  financing.  The shares were issued  pursuant to an exemption from
          registration available under Regulation S of the Securities Act.

          The attached  warrants,  discussed above, are exercisable for a period
          of six months  following  the  closing of the  private  placement  and
          entitles  the holder to purchase  one  additional  common share of the
          Company for $1.00.  The combined  fair value of the warrants as of the
          date of the private  placement was  approximately  $635,000.  The fair
          value was calculated  using the  Black-Scholes  option-pricing  model.
          These  warrants  were  offered in the  private  placement  in order to
          increase  investor   interest,   align  the  interest  of  prospective
          investors with  shareholders,  and potentially allow them to invest in
          the Company at a future date.

          In January 2002, the Company  completed a private placement of 950,000
          units of the Company at $0.65 per unit for proceeds of $617,500,  with
          each  unit  consisting  of one  common  share of the  Company  and one
          non-transferable  warrant  exercisable  for a period of twelve  months
          following  closing and entitling the holder to purchase one additional
          common  share of the  Company  for  US$0.85.  The  subscribers  to the
          private  placement were non-U.S.  persons outside the United States in
          reliance upon an exemption from registration under Regulation S of the
          Securities  Act of 1933, as amended.  The Company paid a finder's fees
          to non-U.S.  persons outside the United States, in connection with the
          offering  consisting of 95,000 common shares.  The cost of the finders
          fee was netted against the proceeds  obtained from the financing.  The
          shares  were  issued  pursuant  to  an  exemption  from   registration
          available under Regulation S of the Securities Act.



                                       9
<PAGE>

iQ POWER TECHNOLOGY INC.
(a development stage company)
Notes to the Consolidated Financial Statements
For the Quarter ended March 31, 2002
(Expressed in United States dollars; tabular amounts
in thousands except per share data)
================================================================================


4.   SHARE CAPITAL (Continued)

          The combined fair value of the attached warrants as of the date of the
          private  placement  was  approximately  $360,000.  The fair  value was
          calculated  using  the  Black-Scholes   option-pricing   model.  These
          warrants  were  offered in the private  placement in order to increase
          investor  interest,  align the interest of prospective  investors with
          shareholders, and potentially allow them to invest in the Company at a
          future date.

     (f)  Issuance of shares due to consulting agreements

          On May 7, 2001, the Company entered into a European Investor Relations
          Consulting  Agreement with  Magdalena,  a non-U.S.  person outside the
          United States. The Company agreed to pay Magdalena a consulting fee in
          the amount of $62,500 for such services,  payable by issuing Magdalena
          a total of  250,000  common  shares  with a deemed  value of $0.25 per
          share, issuable as follows: 20,850 common shares of the Company during
          the first eleven months and 20,650 common shares in the final month of
          the agreement.  As of March 31, 2002, the Company had issued Magdalena
          208,500 common shares under the  agreement.  The shares were issued to
          Magdalena  pursuant to an exemption from registration  available under
          Regulation S of the Securities Act.

          On July 1, 2001,  the Company  entered into a German Public  Relations
          Consulting  Agreement with Holtermann & Team GmbH ("H&T"),  a non-U.S.
          person  outside the United  States.  The  Company  agreed to pay H&T a
          consulting fee in the amount of EUR 7,500  (approximately  $6,500) per
          month  for such  services.  Of the  consulting  fee,  EUR 5,000 is due
          monthly while the remaining EUR 2,500 is payable by issuing H&T common
          shares with a deemed value of $1.48 per share, issuable on a quarterly
          basis.  As of March 31, 2002, the Company had issued H&T 12,900 common
          shares under the  agreement.  The  agreement has an initial term of 12
          months.


5.   RELATED PARTY TRANSACTIONS

     Related  party  transactions  not  disclosed  elsewhere  in  the  financial
     statements comprised:

     (a)  Management  fees for the three  months ended March 31, 2002 of $18,000
          (2001 - $18,000) were paid to a company with a common director.

     (b)  The Company issued  convertible  debentures to John Lawson, a Director
          of the Company, in the aggregate  principal amount of CDN$300,000,  at
          the annual rate of 24%,  payable  monthly in arrears.  The convertible
          debentures  were  issued  pursuant  to the terms of a credit  facility
          dated December 13, 2000, and were secured by the assets of the Company
          and its subsidiary under the terms of a General Security  Agreement of
          equal date. The convertible  debentures were  convertible  into common
          shares of the Company, at the rate of $0.50 per share. The convertible
          debenture  was payable one month after  demand by the holder,  and the
          Company may prepay the  convertible  debenture  without  penalty.  The
          Company  received net proceeds in the amount of CDN$100,000  ($66,000)
          from the issuance of the  convertible  debenture in December 2000, and
          CDN$200,000   ($132,000)  in  January  2001.  No  fees  were  paid  in
          connection with this transaction. On



                                       10
<PAGE>

iQ POWER TECHNOLOGY INC.
(a development stage company)
Notes to the Consolidated Financial Statements
For the Quarter ended March 31, 2002
(Expressed in United States dollars; tabular amounts
in thousands except per share data)
================================================================================


5.   RELATED PARTY TRANSACTIONS (Continued)

          May 24, 2001, the lender opted to convert CDN$77,365  ($50,000) of the
          convertible  debenture into 100,000  common shares of the Company.  On
          August  29,  2001  and  on  October  3,  2001,  the  lender  converted
          CDN$77,015  ($50,000)  into  100,000  common  shares  and  CDN$117,615
          ($75,000)  into 150,000  common  shares  respectively.  The  remaining
          convertible debenture including the outstanding  interest,  CDN$79,961
          ($50,255)  was  converted  on December  31, 2001 into  100,510  common
          shares.

     (c)  iQ Battery acquired patents and know-how  improving the current output
          of a chargeable battery at low outside temperatures and the registered
          design  "iQ"  based  on a  contract  dated  March  15,  1995  from two
          shareholders,  of  which  one  is  a  director  of  the  Company.  The
          intangibles  purchased  relate to a German  patent,  an  international
          patent  application as well as the registered design "iQ". The Company
          and the shareholders  agreed that the  shareholders  would receive EUR
          205,000  from  future  income.  Any  amounts  paid will be  charged to
          operations  as a  current  expense.  No other  amounts  are due as the
          Company has not realized any applicable revenues or royalties.


6.   SEGMENT DISCLOSURES

     The  Company  is  currently   marketing  and  developing  its   proprietary
     technology.  In  accordance  with SFAS No. 131 the  Company  considers  its
     business to consist of one reportable  operating  segment.  The majority of
     the Company's significant physical assets are located in Germany.


                                       11

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

Certain   statements  in  this  Quarterly  Report  on  Form  10-QSB   constitute
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange Act of 1934. Such forward-looking  statements involve known and unknown
risks,  uncertainties  and other  factors  that may cause  the  actual  results,
performance or achievements of iQ Power  Technology Inc. and its subsidiary,  iQ
Battery Research and Development GmbH (hereinafter "iQ Germany" or "iQ Battery")
(hereinafter collectively,  referred to as "we," "us," "our," iQ Power" and "the
Company"),  or developments in the Company's industry, to differ materially from
the anticipated  results,  performance or  achievements  expressed or implied by
such forward-looking  statements.  Such factors include, but are not limited to:
the Company's limited operating  history,  lengthy  development and sales cycles
related  to  the  commercialization  of  battery  technologies,   the  Company's
dependence  upon a relative  concentration  of customers in the  automotive  and
battery  manufacturing  industries,  competition  in the  battery  industry  and
competing battery technologies, risk related to the development of the Company's
battery technologies and acceptance by the automotive and battery  manufacturing
industries;  risks of  technological  change that may be  inconsistent  with the
Company's technologies or the may render its technologies  obsolete,  dependence
on selected  vertical  markets within the  automotive and battery  manufacturing
industries,  general  economic  risks that may affect the demand for  automotive
batteries;  the Company's  reliance on third-party  marketing  relationships and
suppliers, the Company's ability to protect its intellectual property rights and
the other risks and  uncertainties  described under "Business - Risk Factors" in
Part I of the  Company's  Annual  Report on Form  10-KSB  filed  with the United
States Securities and Exchange Commission on April 2, 2002.

Overview

The Company was  organized in 1991 to develop and  commercialize  batteries  and
electric  power  technology for the  automotive  industry and other  industries.
Since  that  date,  we have been  engaged  primarily  in  research  and  product
development  efforts.  Its  primary  product  is a  "smart"  automotive  starter
battery,  which  combines  several  proprietary  features  designed  to optimize
automotive starter battery efficiency.

The Company is an early stage  company  and its  principal  activity to date has
been  research  and  development.  The  Company has not  derived  revenues  from
operations.  The Company believes that it will be able to generate revenues from
sales of its "MagiQ"  battery  beginning in the second half of 2002. The Company
anticipates  that it may,  in the  future,  generate  additional  revenues  from
service agreements with battery manufacturers and licensing agreements, although
the Company currently has no such service or licensing  agreements in place. The
Company has incurred  substantial  losses to date, and there can be no assurance
that the  Company  will  attain any  particular  level of  revenues  or that the
Company will achieve profitability.

The Company  believes that its historic  spending  levels are not  indicative of
future  spending  levels  because  it is in a period  in which it will  increase
spending on product  research  and  development,  marketing,  staffing and other
general  operating  expenses.  For  these  reasons,  the  Company  believes  its
expenses,  losses and  accumulated  deficit  during the  development  stage will
increase significantly before it generates material revenues.


Critical Accounting Policy

Financial   Reporting  Release  (FRR)  No.  60,   "Cautionary  Advice  Regarding
Disclosure  About  Critical  Accounting  Policies,"  requires  all  companies to
include a  discussion  of critical  accounting  policies or methods  used in the
preparation  of  financial  statements.  The  discussion  and  analysis  of  the
Company's  financial  condition  and  results of  operations  are based upon its
consolidated  financial statements,  which have been prepared in accordance with
accounting  principles  generally accepted in the United States. The preparation
of these  financial  statements  requires  the  Company  to make  estimates  and
judgements that affect the reported amount of assets and  liabilities,  revenues



                                       12
<PAGE>

and expenses, and related disclosure of contingent assets and liabilities at the
date of its financial statements. Actual results may differ from these estimates
under different assumptions or conditions.

Critical  accounting  policies  are  defined  as those  that are  reflective  of
significant  judgements and uncertainties,  and potentially result in materially
different  results under different  assumptions  and conditions.  The accounting
policies  which  the  Company  believes  are the most  critical  to aid in fully
understanding and evaluating our reported  financial results include stock based
compensation.

In accordance with the provisions of the Financial  Accounting Standards Board's
("FASB")  Statement of  Accounting  Standard  ("SFAS") No. 123,  Accounting  for
Stock-Based  Compensation,  the  Company  has  elected to follow the  Accounting
Principles  Board's Opinion No. 25, Accounting for Stock Issued to Employees and
the related  interpretations  ("APB 25") in  accounting  for its employee  stock
based compensation  plans. Under APB 25, if the exercise price of employee stock
options  issued  under a fixed  plan  equals or  exceeds  the fair  value of the
underlying  stock on the date of grant,  no  compensation  expense is recognized
(see  Note  4(a)).  Stock  options  granted  to  non-employees   result  in  the
recognition  of expenses upon the fair value of such stock options as prescribed
under SFAS No.  123.  Due to changes in the  exercise  price for  certain  Stock
Option granted under the Stock Option Plan,  those options will be accounted for
using variable plan accounting under APB 25. Variable  accounting  requires that
the intrinsic value,  being the excess of the current market price at the end of
each reporting  period in excess of the exercise price of the repriced  options,
be expensed as non-cash stock based compensation expense, until such time as the
repriced options are exercised,  expire or are otherwise forfeited. Any increase
in the intrinsic value of the repriced options will decrease reported  earnings,
and any subsequent decreases in value will increase reported earnings. For those
options  which were granted  outside of the plan prior to the change in exercise
price, the Company recognizes additional compensation cost for the excess of the
fair value of the modified  options issued over the value of the original option
at the date of the modification.

The Company's  accounting for stock options is significant because of the effect
the compensation  expense has on the Company's results. As the Company begins to
produce  their  product in the future and begins to earn revenue on sales of the
product,  the compensation  expense  associated with the Company's stock options
will have a significant effect on its ability to incur positive net results.

Related Party Transactions

Financial  Reporting Release (FRR) No. 61, "Effects of transactions with related
and certain  other  parties,"  requires all companies to include a discussion of
all material transactions with related and certain other parties to the Company.
As discussed in Note 5 of the financial statements,  the following related party
transactions were noted:

Management  fees for the three  months  ended March 31, 2002 of $18,000  (2001 -
$18,000;) were paid to a company with a common director.

The Company  issued  convertible  debentures  to John Lawson,  a Director of the
Company, in the aggregate principal amount of CDN$300,000, at the annual rate of
24%, payable monthly in arrears. The convertible debentures were issued pursuant
to the terms of a credit  facility  dated December 13, 2000, and were secured by
the  assets  of the  Company  and its  subsidiary  under  the terms of a General
Security  Agreement of equal date. The convertible  debentures were  convertible
into  common  shares  of the  Company,  at the  rate of  $0.50  per  share.  The
convertible  debenture was payable one month after demand by the holder, and the
Company  may prepay the  convertible  debenture  without  penalty.  The  Company
received net proceeds in the amount of  CDN$100,000  ($66,000) from the issuance
of the  convertible  debenture in December 2000, and  CDN$200,000  ($132,000) in
January 2001. No fees were paid in connection with this transaction.  On May 24,
2001,  the  lender  opted to convert  CDN$77,365  ($50,000)  of the  convertible
debenture into 100,000  common shares of the Company.  On August 29, 2001 and on
October 3, 2001, the lender converted  CDN$77,015  ($50,000) into 100,000 common
shares and CDN$117,615  ($75,000) into 150,000 common shares  respectively.  The
remaining convertible  debenture including the outstanding interest,  CDN$79,961
($50,255) was converted on December 31, 2001 into 100,510 common shares.

iQ Battery  acquired  patents and  know-how  improving  the current  output of a
chargeable  battery at low outside  temperatures and the registered  design "iQ"



                                       13
<PAGE>

based on a contract dated March 15, 1995 from two shareholders of which one is a
director of the Company. The intangibles purchased relate to a German patent, an
international  patent  application  as well as the  registered  design "iQ". The
Company and the  shareholders  agreed that the  shareholders  would  receive EUR
205,000  (approximately  $180,000) from future income.  Any amounts paid will be
charged to  operations  as a current  expense.  No other  amounts are due as the
Company has not realized any applicable revenues or royalties.

The Company's  Results of  Operations  for the Three Months Ended March 31, 2002
Compared to the Three Months Ended March 31, 2001

Revenues.  No revenues  were  recorded  for either the three month  period ended
March 31,  2002 or the three month  period  ended  March 31,  2001.  The Company
anticipates  that it will generate  revenues  from sales of its "MagiQ"  battery
beginning in the second half of 2002,  provided adequate  financing is available
for marketing and distribution.

Total Operating  Expenses.  The Company had total operating expenses of $469,000
for the three month period  ended March 31,  2002,  compared to $521,000 for the
same period in 2001.  Total operating  expenses for the three month period ended
March 31, 2002 included research and development  expenses of $262,000 ($283,000
- 2001) and  marketing  and  general  and  administrative  expenses  of $250,000
($238,000 - 2001), offset by non-cash stock-based compensation income of $43,000
(nil - 2001). Total operating expenses decreased by $52,000 or 10% for the three
month  period  ended March 31,  2002,  compared to the same period in 2001,  due
primarily  to the  non-cash  stock-based  compensation  income  and  an  overall
decrease in operating expenses.

Research and Development  Expenses.  Research and development  expenses in total
were $262,000 for the three months ended March 31, 2002 compared to $283,000 for
the same period in 2001, a decrease of $21,000 or 7.4%. Research and development
personnel costs decreased by $38,000 from $178,000 for the first quarter in 2001
to  $140,000  for the  first  quarter  in 2002 as the  Company  concentrated  on
finalizing the personnel intensive pre-series development of the MagiQTM battery
technology during 2001.  Laboratory expenses related to research and development
decreased  for the three months ended March 31, 2002 to $70,000 from $80,000 for
the comparable period in 2001. Consulting services increased  significantly from
$1,000 for the first  quarter in 2001 to $19,000 for the first  three  months in
2002 as the Company used consulting  services  related to its quality  assurance
certification  process.  Research and development office expenses increased from
$11,000 for the three month period ending March 31, 2001 to $15,000 for the same
period in 2002. Our  professional  fees associated with research and development
increased to $18,000 in the first quarter of 2002,  compared to $13,000 in 2001.
The higher expenses were related to patent attorney fees.

Marketing  and General and  Administration  Expenses.  The  expenses  related to
marketing  and general and  administration  increased  to $250,000 for the three
month period ended March 31, 2002 from  $238,000 for the same period in 2001, an
increase of $12,000 or 5.0%. This increase  resulted from the  implementation of
the Company's  strategy to build awareness of its public corporate  presence and
its efforts to market the MagiQTM battery technology in 2002. Investor relations
expenses  increased to $84,000 for the three months period ended March 31, 2002,
from $41,000 for the same period in 2001,  an increase of $43,000.  Expenditures
for  marketing  activities  increased  from $10,000 for the three months  period
ended  March  31,  2001 to  $21,000  for the same  period in 2002.  The  overall
increase in marketing and general and administrative  expenses was partly offset
by a decrease in  professional  fees,  which  accounted for $18,000 in the first
quarter of 2002,  compared  to $68,000 in the first  quarter of 2001.  All other
expenses were stable for the three month period ended March 31, 2002: Consulting
services at $33,000  ($30,000 - 2001);  Office  expenses  at $15,000  ($17,000 -
2001);  Management  fees at  $18,000  ($18,000 - 2001) and  travel  expenses  at
$14,000 ($8,000 - 2001).

The Company anticipates that the level of expenditures  related to its marketing
and general and administration expenses will increase during 2002 resulting from
its plan to increase  marketing  efforts to  introduce  the MagiQ  Battery.  The
Company also expects to increase its efforts to enter into service and licensing
arrangements  to  commercialize   its  MagiQ  battery  and  its  related  energy
management technologies.



                                       14
<PAGE>

Net Loss. The Company incurred a net loss of $512,000 or $0.03 per share for the
first  quarter of 2002,  compared  to a net loss of  $562,000 or $0.06 per share
during the same period in 2001. The loss on foreign exchange was nearly the same
for both comparable  three month periods ending March 31, 2002 and 2001 ($42,000
and $41,000, respectively). The primary factor for differences in losses related
to the non-cash  stock based  compensation  income  recognized  during the three
month  period  ended  March 31, 2002 and the  overall  decrease in research  and
development and marketing and general and administrative  expenses,  compared to
the same period in 2001. The Company  anticipates that it will continue to incur
losses in future periods until the Company is able to successfully commercialize
its MagiQ battery and energy management technologies.  There can be no assurance
that the Company will have sufficient capital to commercialize its MagiQ battery
and energy  management  technologies  or that such products will be commercially
successful.

Liquidity and Capital Resources

Since inception, the Company has financed its operations primarily through sales
of its equity  securities.  From  inception to March 31,  2002,  the Company had
raised  approximately $9.3 million (net of issuance costs) from the sale of such
securities,  including  the  issuance  of  2,500,000  common  shares  for deemed
proceeds of $2,500,000 on the business combination with iQ Germany.

As of March 31,  2002,  the Company had cash and cash  equivalents  of $487,000,
compared to $451,000 at December  31, 2001.  The Company had working  capital of
$311,000 at March 31, 2002, compared to $145,000 at December 31, 2001.

In January 2002, the Company  completed a private  placement of 950,000 units of
the  Company  at  $0.65  per unit for  proceeds  of  $617,500,  with  each  unit
consisting of one common share of the Company and one  non-transferable  warrant
exercisable  for a period of twelve months  following  closing and entitling the
holder to purchase one additional  common share of the Company for US$0.85.  The
subscribers to the private  placement were non-U.S.  persons  outside the United
States and the securities  were issued in reliance upon an exception from United
States registration  requirements available under Regulation S of the Securities
Act of 1933,  as amended.  The Company  paid a finder's  fee to non-U.S.  person
outside the United States, in connection with the offering  consisting of 95,000
common shares.

The  Company  anticipates  that it will  require  an  additional  $1,200,000  to
$1,500,000  in  financing  to  meet  its  on-going  short  term  and  long  term
obligations during 2002 and to fund its plan of operation for 2002. See "Plan of
Operation." The Company plans to finance its capital needs  principally from the
net proceeds of its securities offerings and interest thereon and, to the extent
available,  lines of credit.  The Company  currently has no external  sources of
capital and there can be no  assurance  that the  Company  will be able to raise
sufficient  financing to meet its capital requirements on acceptable terms or in
a timely manner, if at all.

Subsequent  to March 31,  2002,  the Company  announced  an  additional  private
placement to raise up to $750,000 by issuing  equity  securities,  consisting of
units of the Company at $0.50 per unit,  with each unit consisting of one common
share of the Company and one  non-transferable  warrant exercisable for a period
of 12  months  following  closing  and  entitling  the  holder to  purchase  one
additional  common share of the Company for $0.65. The offering is being made to
non-U.S. persons outside the United States and the securities are anticipated to
be  issued  in  reliance  upon an  exception  from  United  States  registration
requirements  available  under  Regulation S of the  Securities  Act of 1933, as
amended.  Until May 10, 2002,  the Company has received  commitments  of various
investors  to  participate  in this  financing  and  the  private  placement  is
anticipated  to close in late  May  2002.  There  can be no  assurance  that the
private placement will be fully subscribed as planned.

The Company  currently has no further  commitments  for equity  financing and no
commitments  for credit  facilities,  revolving  credit  agreements  or lines of
credit that could provide additional working capital.

The Company  anticipates that the level of spending will increase  significantly
in  future  periods  as  the  Company  undertakes   activities  related  to  the
commercialization  of the iQ technology.  In addition,  the Company  anticipates



                                       15
<PAGE>

that its general and administrative  expenses will  significantly  increase as a
result  of the  growth  in  its  research,  development,  testing  and  business
development   programs.   The  actual   levels  of  research  and   development,
administrative  and general  corporate  expenditures  are  dependent on the cash
resources available to the Company.

Obligations and Commitments

iQ Germany is obligated to pay to Horst Dieter Braun,  that  company's  founding
President and Peter Braun, our President,  EUR 205,000 (approximately  $180,000)
in  connection  with iQ Germany's  acquisition  of the iQ  technology  and other
intellectual property rights. The amount is payable only out of (and only to the
extent of) the gross  profits  of iQ  Germany,  if any.  The  Company  presently
believes  that it has no  financial  obligation  to either Horst Dieter Braun or
Peter Braun in connection with this agreement.

On  May  7,  2001,  the  Company  entered  into a  European  Investor  Relations
Consulting Agreement with Magdalena Finance Corp. ("Magdalena"). Under the terms
of the agreement,  Magdalena agreed to provide the Company with certain investor
relations services in Europe for a term of one year,  beginning May 1, 2001. The
Company  agreed to pay  Magdalena a consulting  fee in the amount of $62,500 for
such  services,  payable by issuing  Magdalena a total of 250,000  common shares
with a deemed  value of $0.25 per share,  issuable  as  follows:  20,850  common
shares of the Company during the first eleven months and 20,650 common shares in
the final  month of the  agreement.  On  September  1,  2001,  the  Company  and
Magdalena entered into a supplement to the original  agreement,  under which the
Company agreed to pay Magdalena a bonus of $70,000 and  additional  compensation
of $25,000 per month for four months in  consideration  of additional  services,
including  negotiating a letter of intent with Porsche to test the iQ technology
and to  coordinate  the  preparation  and  dissemination  of not  less  than one
in-depth research report to qualified institutional investors.

On  July  1,  2001,  the  Company  entered  into a  Financial  Public  Relations
Consulting Agreement for Germany with Holtermann & Team GmbH ("H&T").  Under the
terms of the agreement, H&T agreed to provide the Company with certain financial
public relations  services in Germany for a term of one year,  beginning July 1,
2001.  The Company  agreed to pay H&T a consulting fee in the amount of EUR7,500
(approximately  $6,500) per month for such services.  Of the consulting fee, EUR
5,000 is due  monthly  while the  remaining  EUR2,500  is payable by issuing H&T
common  shares of the  Company  with a deemed  value of $1.48 per  share.  These
shares are to be issuable on a quarterly basis.

On October 23, 2001, the Company entered into a contractual  agreement with Jack
Wynn & Co.,  Inc., a financial  publicist.  The contract is for a term of twelve
months and  involves a monthly fee of $6,000.  The  agreement  was  cancelled in
April 2002.

The Company's  capital  requirements  depend on several  factors,  including the
success and progress of its product  development  programs,  the  resources  the
Company  devotes to developing  its  products,  the extent to which its products
achieve  market  acceptance,  and other factors.  The Company  expects to devote
substantial  cash for research and  development.  The Company cannot  adequately
predict the amount and timing of its future cash requirements.  The Company will
consider  collaborative  research and  development  arrangements  with strategic
partners and additional public or private  financing  (including the issuance of
additional equity  securities) to fund all or a part of a particular  program in
the future.  There can be no assurance that additional funding will be available
or, if available,  that it will be available on terms acceptable to the Company.
If  adequate  funds  are  not   available,   the  Company  may  have  to  reduce
substantially or eliminate  expenditures for research and development,  testing,
production  and  marketing of its  proposed  products,  or obtain funds  through
arrangements  with  strategic  partners that require it to relinquish  rights to
some of its technologies or products. There can be no assurance that the Company
will be able to raise  additional cash if its cash resources are exhausted.  The
Company's  ability to arrange  such  financing in the future will depend in part
upon  the  prevailing   capital  market  conditions  as  well  as  its  business
performance.

Plan of Operation

The Company has been actively undertaking the following initiatives:



                                       16
<PAGE>

Since November 2000, iQ Germany has been awarded the certification in accordance
with the  international  standards  organization  ("ISO")  and Verein  Deutscher
Automobilzulieferer ("VDA"), the Association of German automotive suppliers. ISO
and  VDA  certifications  are  generally  required  for  battery  suppliers  and
suppliers of electronic  goods to the  automotive  industry.  In March 2002, the
certfication  was  reawarded  and expanded to ISO 9001/2000 and VDA 6.1 and 6.2.
This new standard  certifies the Quality Assurance System of iQ Germany being in
accordance with the high  requirements of the ISO/VDA  standards for a producing
company.   No  governmental  or  regulatory   approvals  are  required  for  the
development of battery technologies.

In September 2001, the Company displayed its "MagiQ" intelligent  battery,  iQ's
first product for mass production, at the Frankfurt International Auto Show IAA.
This resulted in numerous  industry  contacts with car  manufacturers and TIER 1
suppliers.

In January 2001, the founding members of the DC-BUS Alliance signed a memorandum
of  understanding  and  agreed to  entrust  our CEO,  Peter E.  Braun,  with the
management and  administration of the DC-BUS Alliance.  Subsequent to that date,
workgroups met on a monthly basis within our corporate offices and worked on the
technical  specification  for multiple  applications of the DC-BUS technology in
future  cars.  Joint  presentations  were  given in  technical  conferences  and
technical  papers  have been  submitted  to various  audiences.  The  consortium
agreement  has been  negotiated  and we expect to  finalize a  contract  in this
regard in the near future.

The Company  completed  development of the MagiQ battery and started the initial
production run. The Company has entered procurement  contracts with suppliers to
provide the components for the ramp-up of the production in accordance  with the
Company's quality requirements and at fixed negotiated costs.

In September 2000, the Company  demonstrated a future solution for its SEM smart
energy   management(TM)   application   together  with  DaimlerChrysler  on  the
international  Auto  Show for  Trucks in  Frankfurt.  This  resulted  in a joint
proposal  submitted  to the  European  Union for  funding  of  DaimlerChrysler's
intelligent  Powertrain X-by-wire concept. The project,  called PEIT (Powertrain
Equipped with Intelligent Technology),  was launched during the third quarter of
2001. In this program,  iQ is responsible  for  development  and delivery of the
complete  electrical  energy  storage and supply  system,  including work on the
system  architecture.  Besides our Company,  other  participants in this project
include: Knorr Bremse, Diehl Avionic Systeme and Continental AG.

Since the first fiscal quarter of 2000, the Company has presented its technology
at several  international  conferences  and has been requested to submit several
technical  papers  related to its  technologies.  The Company  has entered  into
negotiations with battery  manufacturers,  suppliers to the automotive  industry
and  automakers  regarding  the use and  purchase  of our  products  and/or  our
technology.  To date, the Company has not entered into any agreements related to
supplying batteries or licensing its technologies.

As part of our strategic plan, over the next 12 months, we intend to:

Research and Development

     o    expand our research and development operations;
     o    expand our MagiQ product family designs;
     o    start production of batteries that incorporate the iQ technology;
     o    finalize our third party testing program for our MagiQ product line;
     o    expand  our joint  research  activities  with car  makers  in  various
          x-by-wire programs;
     o    continue  our state of  charge  ("SOC")  and  state of health  ("SOH")
          program development; and
     o    expand our activities in the field of power line communication  within
          the DC-BUS Alliance.

We  anticipate  that  we will  spend  approximately  $850,000  on  research  and
development  for the fiscal year ending  December 31, 2002.

Production

     o    commence the mass-production of our MagiQ battery;


                                       17
<PAGE>

     o    start the  qualification  of  additional  manufacturing  sites for the
          production of our MagiQ battery designs; and
     o    enter  into  joint  venture,   partnership   agreements,   cooperation
          agreements or similar agreements with battery manufacturers.

We anticipate that we will spend  approximately  $150,000 on production  related
planning activities for the fiscal year ending December 31, 2002.

Marketing

     o    enter into  development  contracts  with  customers of the  automotive
          industry  and  other  industries  to  apply  our  technology  to their
          individual  demand  with  the  goal of  producing  and  supplying  the
          products  that  will be  developed  for these  customers  in their own
          production plants;
     o    expand our marketing activities of our MagiQ battery;
     o    market the iQ  technology  and our software as part of our  technology
          for solutions  regarding SOC and SOH status  indications for batteries
          to car manufacturers and their Tier 1 suppliers.

We anticipate that we will spend  approximately  $200,000 on marketing and sales
for the fiscal year ending December 31, 2002.

Financial

     o    seek  additional  financing to expand our operations and to acquire an
          interest in or form a strategic alliance with a battery  manufacturer,
          so that  time-to-market  of our first  generation  of products  can be
          reduced.

We  anticipate  that we will expend  approximately  $100,000 on capital  raising
efforts during 2002.

Administrative and General Operating

We  estimate  that our  general  administrative  and  operating  budget  will be
approximately $500,000 during our fiscal year ending December 31, 2002.

We  anticipate  that our total  operating  budget  for the  fiscal  year  ending
December 31, 2002 will be approximately  $1,800,000.  We anticipate that we will
require  additional  financing of  approximately  $1,200,000  to  $1,500,000  to
satisfy our working capital requirements through December 31, 2002.

We completed a private placement in January of 2002 and, subsequent to March 31,
we announced a further  private  placement.  We anticipate  that we will need to
undertake  additional  financings during 2002. See "Recent Sales of Unregistered
Securities"  and  "Liquidity  and  Capital  Resources"  above.  We may need more
financing if we experience delays,  cost overruns,  additional funding needs for
joint ventures or other unanticipated  events. We cannot assure you that we will
be able to obtain  more  financing  or that,  if we do, it will be on  favorable
terms or on a timely basis.

If we are unable to raise  additional  financing on acceptable  terms, we may be
required to take some or all of the following actions:

     o    reduce expenditures on research and development;
     o    reduce sales and marketing expenditures;
     o    reduce  general  and  administrative  expenses  through  lay  offs  or
          consolidation of our operations;
     o    suspend our  participation in pilot programs that are not economically
          profitable;
     o    sell assets, including licenses to our technologies;
     o    suspend our operations until sufficient  financing is available;  or o
          sell or wind up and liquidate our business.



                                       18
<PAGE>

Any of these  action may affect our  ability to offer  competitive  products  or
compete  in the  market.  Our  inability  to offer a  competitive  product or to
effectively compete will affect our ability to continue as a going concern.


Foreign Currency Translation Risk

To date, exposure to foreign currency fluctuations has not had a material effect
on our operations. The Company believes its risk of foreign currency translation
is limited,  as its operations are based in Germany with resulting  transactions
primarily  denominated in United States dollars.  The Company does not currently
engage in hedging or other  activities  to control the risk of foreign  currency
translation, but may do so in the future, if conditions warrant.


Going Concern

We are still in the  development  stage and could fail before  implementing  our
business  strategy.  We may  continue  to incur net losses  for the  foreseeable
future and our auditors  have  prepared the  accompanying  financial  statements
assuming that we will continue as a going  concern.  Our auditors have expressed
uncertainty as to our ability to remain a going concern.  See "Item 1. Financial
Statements -- Note 2."

                                    PART III

Part II -  OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

As of March 31, 2002, there is no material  litigation  pending against us or iQ
Germany.


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Sales of Unregistered Securities.

During the quarter  ended March 31, 2002,  the Company  issued a total of 62,550
common shares to Magdalena  Finance Corp., a non-U.S.  Person outside the United
States,  in  consideration  for services  provided under the terms of a European
Investor  Relations  Consulting  Agreement.  See  "Management's  Discussion  and
Analysis of Financial  Results-  Obligations and  Commitments."  The shares were
issued in reliance upon exception from registration available under Regulation S
promulgated under Securities Act of 1933, as amended (the "Securities Act").

On  July  1,  2001,  the  Company  entered  into a  Financial  Public  Relations
Consulting Agreement for Germany with Holtermann & Team GmbH ("H&T"), a non U.S.
Person outside the United States.  Under the terms of the agreement,  H&T agreed
to provide the Company  with  certain  financial  public  relations  services in
Germany for a term of one year,  beginning  July 1, 2001.  The Company agreed to
pay H&T a consulting  fee in the amount of EUR 7,500 ($6,822) per month for such
services.  Of the  consulting  fee, EUR 5,000  ($4,548) is due monthly while the
remaining  EUR 2,500  ($2,274)  is payable by issuing  H&T common  shares with a
deemed  value of $1.48 per share,  issuable  on a  quarterly  basis.  During the
quarter ended March 31, 2002,  the Company  issued 4,300 common shares to H&T in
reliance upon an exemption from  registration  available  under  Regulation S as
promulgated under the Securities Act.

In January 2002, the Company  completed a private  placement of 950,000 units of
the  Company  at  $0.65  per unit for  proceeds  of  $617,500,  with  each  unit
consisting of one common share of the Company and one  non-transferable  warrant
exercisable  for a period of twelve months  following  closing and entitling the
holder to purchase one additional  common share of the Company for US$0.85.  The
Company paid a finder's  fees of 95,000  common  shares in  connection  with the
offering.  The subscribers to the private placement and the finder were non-U.S.
persons  outside the United  States and the  securities  were issued in reliance
upon an exception from the registration  requirements available under Regulation
S of the Securities Act.



                                       19
<PAGE>

Additional   information   regarding  the  Company's  issuance  of  unregistered
securities  during the past three fiscal  years is  contained  in the  Company's
annual report on Form 10-KSB for the year ended December 31, 2001 under "Item 5.
Market  for Common  Equity  and  Related  Shareholder  Matters - Recent  Sale of
Unregistered  Securities"  filed with the United States  Securities and Exchange
Commission.  The  information  contained under Item 5. "Market for Common Equity
and Related Shareholder Matters - Recent Sale of Unregistered Securities" of the
Company's  annual report on Form 10-KSB for the year ended  December 31, 2001 is
hereby incorporated by reference to this report.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Shareholders during the quarter ended
March 31, 2002.


ITEM 5. OTHER INFORMATION

None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

The following Exhibits are filed as part of this report:


     Exhibit
     Number         Description
     ------         -----------
     2.1(1)         Certificate  of  Incorporation  dated December 20, 1994, for
                    3099458 Canada Inc.

     2.2(1)         Articles of  Incorporation  dated  December  21,  1994,  for
                    3099458 Canada Inc.

     2.3(1)         Certificate  of Amendment  dated May 9, 1997,  together with
                    Form 4, Articles of Amendment for iQ Power Technology Inc.

     2.4(1)         Certificate of Amendment  dated March 31, 1998, for iQ Power
                    Technology Inc.

     2.5(1)         By-law Number One General By-Law of iQ Power Technology Inc.
                    dated December 31, 1997, as confirmed on June 30, 1998

     6.1(1)         Form of Atypical Share Exchange Agreement

     6.2(1)         Share Exchange  Agreement dated August 25, 1998,  between iQ
                    Power  Technology  Inc., iQ Battery Research and Development
                    GmbH  and  the  Shareholders  of  iQ  Battery  Research  and
                    Development GmbH

     6.3(1)         Pooling  Agreement  No. 1 dated August 25, 1998,  between iQ
                    Power Technology Inc.,  Montreal Trust Company of Canada and
                    the Shareholders of iQ Power Technology Inc.

     6.4(1)         Pooling Amendment  Agreement dated August 15, 1998,  between
                    iQ Power Technology  Inc.,  Montreal Trust Company of Canada
                    and the Shareholders of iQ Power Technology Inc.

     6.5(1)         Management  Agreement dated January 1, 1997, between 3099458
                    Canada Inc. and Mayon Management Corp.

     6.6(1)         Consulting Agreement dated August 25, 1998, between iQ Power
                    Technology Inc. and Mayon Management Corp.


                                       20
<PAGE>

     Exhibit
     Number         Description
     ------         -----------
     6.7(1)         Employment  Agreement dated August 31, 1998 with Dr. Gunther
                    C. Bauer

     6.8(1)         Employment  Agreement  dated  August 31,  1998 with Peter E.
                    Braun

     6.9(1)         Employment Agreement dated September 1, 1998 with Gerhard K.
                    Trenz

     6.10(1)        Form  of   Confidentiality   Agreement   between   iQ  Power
                    Technology Inc. and certain Officers of the Company

     6.11(1)        Lease  Agreement  by and  between  iQ Battery  Research  and
                    Development  GmbH and  Spima  Spitzenmanufaktur  GmbH  dated
                    December 9, 1997 (Translated to English)

     6.12(1)        Commercial   Lease  Agreement  by  and  between  iQ  Battery
                    Research and  Development  GmbH and Josef  Landthaler,  GmbH
                    dated May 9, 1996, as amended (Translated to English)

     6.13(1)        Form of iQ Germany Confidentiality  Agreement (Translated to
                    English)

     6.14(1)        Form   of   iQ   Germany   Employee    Confidentiality   and
                    Nondisclosure Agreement (Translated to English)

     6.15(1)        Cooperation Agreement by and between iQ Battery Research and
                    Development GmbH and BASF Aktiengesellschaft  (Translated to
                    English)

     6.16(1)        Confidentiality Agreement by and between iQ Battery Research
                    and Development GmbH and Bayerische Motoren Werke dated July
                    29, 1997 (Translated to English)

     6.17(1)        Mutual  Confidentiality  Agreement among iQ Battery Research
                    and Development  GmbH,  Akkumulatorenfabrik  Moll GmbH & Co.
                    KG, and Audi dated May 26, 1998 (Translated to English)

     6.18(1)        Confidentiality  Agreement  between iQ Battery  Research and
                    Development GmbH and Mercedes Benz Aktiengessellschaft dated
                    March 21, 1997 (Translated to English)

     6.19(1)        Letter Agreement between iQ Battery Research and Development
                    GmbH and Manufacturer of Batteries Moll Ltd. dated August 3,
                    1998 (Translated to English)

     6.20(1)        Mutual Confidentiality Agreement between iQ Battery Research
                    and  Development  GmbH and  Manufacturer  of Batteries  Moll
                    dated September 8, 1997 (Translated to English)

     6.21(1)        Loan Contract by and between Karin Wittkewitz and iQ Battery
                    Research  and  Development  GmbH  dated  December  28,  1996
                    (Translated to English)

     6.22(1)        Contract Concerning  Industrial Property Rights and Know How
                    by and  between  Dieter  Braun  and  Peter E.  Braun  and iQ
                    Battery  Research and Development  GmbH dated March 15, 1995
                    (Translated to English)

     6.23(1)        Supplementary Contract to the Contract concerning Industrial
                    Property  Rights and Know How by and between H. Dieter Braun
                    and Peter E. Braun and iQ Battery  Research and  Development
                    GmbH dated August 16, 1996 (Translated to English)


                                       21
<PAGE>

     Exhibit
     Number         Description
     ------         -----------
     6.24(1)        Extension of Contract regarding  Industrial  Property Rights
                    and Know How by and between Dieter Braun and Peter Braun and
                    iQ Battery Research and Development GmbH dated September 20,
                    1996 (Translated to English)

     6.25(1)        Consulting  Contract by and between iQ Battery  Research and
                    Development  GmbH and Peter  Braun  dated  August  28,  1994
                    (Translated to English)

     6.26(1)        Consulting  Contract by and between iQ Battery  Research and
                    Development  GmbH and Dr.  Gunther  Bauer dated  October 30,
                    1996 (Translated to English)

     6.27(1)        Agreement (Debt Deferral) by and between iQ Battery Research
                    and Development  GmbH and Dieter Braun and Peter Braun dated
                    December 27, 1996 (Translated to English)

     6.28(1)        Agreement  (Debt  Deferral)  by and between iQ Research  and
                    Development  GmbH and Gunther Braun dated  December 27, 1996
                    (Translated to English)

     6.29(1)        Waiver among H. Dieter Braun, Peter E. Braun, Gunther Bauer,
                    Karin  Wittkewitz  and iQ Battery  Research and  Development
                    GmbH dated December 19, 1997 (Translated to English)

     6.30(1)        Agreement by and between iQ Battery Research and Development
                    GmbH and Dieter Braun and Peter Braun dated  October 9, 1998
                    (Translated to English)

     6.31(1)        1998 Stock Option Plan

     6.32(1)        Form of Stock Option Agreement

     6.33(1)        License  Agreement  dated September 1, 1998 between iQ Power
                    Technology, Inc. and Mattalex Management Ltd.

     6.34(1)        Agreement Re Rights and Interests  dated December 9, 1998 by
                    and among the Company, H. Dieter Braun and Peter E. Braun

     6.35(1)        Trademark  Assignment  dated December 9, 1998 by and between
                    the Company and H. Dieter Braun

     6.36(1)        Patent  Assignment dated December 9, 1998 by and between the
                    Company and H. Dieter Braun and Peter E. Braun

     6.37(2)        Pooling  Agreement  No. 2 dated  December 1, 1998 between iQ
                    Power Technology, Inc., Montreal Trust Company of Canada and
                    certain shareholders of iQ Power Technology, Inc.

     6.38(2)        Lease  Agreement  effective  as of February 16, 1999 between
                    Dr. Arne Curt Berger and iQ Battery Research and Development
                    GmbH (Translated to English)

     6.39(2)        Rescission  Agreement  dated  January 13, 1999 between Spima
                    Spitzenmanufaktor   GmbH  and  iQ   Battery   Research   and
                    Development GmbH

     6.40(3)        Cooperation  Agreement  dated October 19, 1999 between Yamar
                    Electronics Ltd. and iQ Battery R&D GmbH

     6.41(3)        Investor  Relations  Consulting  Agreement dated December 8,
                    1999  between  Boyle   International   (Guernsey)   Investor
                    Relations and iQ Power Technology Inc.



                                       22
<PAGE>

     Exhibit
     Number         Description
     ------         -----------
     6.42(4)        Corporate  Consulting  Agreement  May 1, 2000,  between  TRT
                    Capital  Projects  Inc.  and iQ Power  Technology  Inc.  and
                    Letter of Amendment dated July 31, 2000

     6.43(4)        Consulting Agreement dated August 12, 2000, between iQ Power
                    Technology and Richard J. Singer

     6.44(4)        Convertible  Debenture  dated  December 27,  2000,  among iQ
                    Power Technology Inc., John Lawson,  and iQ Battery Research
                    and Development GmbH

     6.45(4)        Grid  Promissory  Note dated  December 27, 2000,  between iQ
                    Power Technology Inc. and John Lawson

     6.46(4)        Commitment  Letter dated  December 13, 2000,  among iQ Power
                    Technology  Inc., John Lawson,  and iQ Battery  Research and
                    Development GmbH

     6.47(4)        Guarantee  dated December 27, 2000,  between John Lawson and
                    iQ Battery Research and Development GmbH

     6.58(4)        General Security  Agreement dated December 27, 2000, between
                    iQ Power Technology Inc. and John Lawson

     6.59(4)        Agreement of Subordination in Priority in Association with a
                    Conditional   Waiver  of  Claim  by  and  between  IQ  Power
                    Technology Inc. and iQ Battery Research and Development GmbH
                    dated May 2, 2001

     6.60(5)        European    Investor    Relations    Consulting    Agreement
                    Supplemental  Agreement  # 1 by and  between the Company and
                    Magdalena Finance Corp. dated September 1, 2001.

     6.61(5)        Contractual  Agreement  by and  between the Company and Jack
                    Wynn & Co., Inc., dated October 23, 2001.

     7.1(1)         List of Material Foreign Patents

---------------------
(1)  Previously filed as an exhibit to the registrant's  registration  statement
     on Form SB-1 on December 10, 1998 (File No. 333-68649).
(2)  Previously filed as an exhibit to the registrant's  registration  statement
     on Form SB-1/A (Amendment No. 1) on March 18, 1998 (File No. 333-68649).
(3)  Previously  filed as an exhibit to the  registrant's  annual report on Form
     10-KSB for the year ended December 1, 1999.
(4)  Previously  filed as an exhibit to the  registrant's  annual report on Form
     10-KSB for the year ended December 31, 2000.
(5)  Previously  filed as an exhibit to the  registrant's  annual report on Form
     10-KSB for the year ended December 31, 2001.


(b)  Reports on Form 8-K.

None.



                                       23
<PAGE>



                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, iQ Power Technology Inc. has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

May 15, 2002.

                                          IQ POWER TECHNOLOGY INC.


                                          By: /s/ Peter E. Braun
                                              ---------------------------------
                                              Peter E. Braun, President
                                              (principal executive officer and
                                              principal financial officer)


                                          By: /s/ Marco Graf v.  Matuschka
                                              ---------------------------------
                                              Marco Graf v.  Matuschka,
                                              Head of Finance & Controlling,
                                              IQ Battery





                                       24