SECURITIES AND EXCHANGE COMMISSION

<R>
FORM 10-QSB/A-1</R>

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]For the transition period from ____________ to ____________

Commission file number 000-32365

E.C. POWER, INC.                      (Exact Name of Registrant as Specified in its Charter)

| | Delaware(State or other jurisdiction
of incorporation or organization) | 91-162385I.R.S. Employer
Identification number
| | ---------------------------------------------------------------------- | ----------------------------------------------

236 West 27th Street, 3rd Floor, New York, New York 10001

Registrant's telephone number, including area code: (212) 399-6688

_________________________________________________________
(Former Name or Address if Changed Since Last Report)

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ] *** not applicable ***

APPLICABLE ONLY TO CORPORATE ISSUERS

<R>
          As of January 25, 2002, the Company had 10,296,911 shares of its $0.001 par value common stock outstanding.
</R>

Transitional Small Business Disclosure Format (Check one) Yes [ ] No [X]

Part I - Condensed Consolidated Financial Statements

Item 1 - Condensed Consolidated Financial Statements

The consolidated financial statements of EC Power, Inc. and subsidiary (collectively, the "Company"), included herein were prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements of the Company as included in the Company's Form SB-2, which contains financial statements for the year ended December 31, 2000.

EC POWER, INC.
BALANCE SHEET

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| |                                                                                                                                                                                     |                         |             |              |            |             | March 31,     | December 31  
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------- | ----------- | ------------ | ---------- | ----------- | ------------- | -------------
| |                                                                                                                                                                                     |                         |             |              |            |             | 2001          | 2000         
| |                                                                                                                                                                                     | ASSETS                  |             |              |            |             | (Unaudited)   |              
| | Current Assets                                                                                                                                                                      |                         |             |              |            |             |              
| | Cash and cash equivalents                                                                                                                                                           |                         |             |              | $    1,992 |             |               | $      20,881
| | Accounts receivable, trade                                                                                                                                                          |                         |             |              | 149,940    |             | 209,806      
| | Other receivable                                                                                                                                                                    |                         |             |              | 519,965    |             | 429,938      
| | Inventory                                                                                                                                                                           |                         |             |              | 38,827     |             | 89,625       
| | Total Current Assets                                                                                                                                                                |                         |             |              | 710,724    |             | 750,250      
| | Property plant and equipment net of accumulated
   depreciation                                                                                                                     |                         |             |              |            | 108,144     |               | 61,709       
| | Deferred charges                                                                                                                                                                    |                         |             |              | 435        |             | 1,863        
| | Prepaid expenses                                                                                                                                                                    |                         |             |              | 909        |             | 2,802        
| | Deposits                                                                                                                                                                            |                         |             |              |            | 47,224      |               | 54,813       
| | Deferred offering cost                                                                                                                                                              |                         | 19,000      |              | 19,000    
| | Patents and computer software                                                                                                                                                       |                         | 58,569      |              | 64,584    
| | Other assets                                                                                                                                                                        |                         | 4,000       |              | 4,000     
| | Total Assets                                                                                                                                                                        |                         |             | $949,005     |            |             | $     959,021
| |                                                                                                                                                                                     | LIABILITIES AND CAPITAL |             |              |            |             |               |              
| | Current Liabilities                                                                                                                                                                 |                         |             |             
| | Accounts payable and accrued expenses                                                                                                                                               |                         | 532,885     | 568,928     
| | Deferred revenue                                                                                                                                                                    |                         | 142,882     | 155,678     
| | Due to related parties                                                                                                                                                              |                         | 226,256     | 210,056     
| | Loan payable                                                                                                                                                                        |                         | 75,212      | 15,190      
| | Shareholders' loans payable                                                                                                                                                         |                         | 87,806      | 105,306     
| | Total Current Liabilities                                                                                                                                                           |                         | 1,065,041   | 1,055,158   
| | Commitments and contingencies                                                                                                                                                       |                         | -           | -           
| | Minority interest                                                                                                                                                                   |                         | -           | 2,001       
| | Stockholders' Equity (Deficit)                                                                                                                                                      |                         |             |             
| | Common stock, 100,000,000 shares 
     authorized at $.001 par value; issued and 
     outstanding 10,296,911 at March 31, 2001                                                     |                         | 10,297      | 9,997       
| | Preferred stock 50,000,000 shares in total 
     authorized at $.01 par value: Series A 
     5,000,000 shares authorized, issued and 
     outstanding 2,589,815 at March 31, 2001 |                         | 25,899      | 25,899      
| | Capital in excess of par value                                                                                                                                                      |                         | 4,865,932   | 4,502,002   
| | (Deficit)                                                                                                                                                                           |                         |             |              |            | (4,055,351) | (3,675,965)  
| | Unearned interest expense                                                                                                                                                           |                         | (33,444)    | -           
| | Unearned compensation                                                                                                                                                               |                         | 892,453     | (952,708)   
| | Accumulated comprehensive income                                                                                                                                                    |                         | (36,916)    | (7,363)     
| | Stockholders' (Deficit)                                                                                                                                                             |                         | (116,035)   | (98,138)    
| | Total Liabilities and Capital                                                                                                                                                       |                         | $   949,005 | $    959,021

See Notes to Financial Statements.

EC POWER, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2001 and 2000
(Unaudited)

|                                                                       |                                         | For the Three Months
Ended March 31,
|---------------------------------------------------------------------- | --------------------------------------- | ------------------------------------
|                                                                       |                                         | 2001                                
|Sales revenues                                                         | $     123,718                           | $    91,113                         
|Cost of sales                                                          | 56,718                                  | 59,272                              
|Gross profit                                                           | 67,000                                  | 31,841                              
|General and administrative expenses                                    | 269,217                                 | 264,492                             
|Stock compensation (general and administrative)                        | 89,485                                  | 131,698                             
|Research and development                                               | 68,611                                  | 41,299                              
|                                                                       |                                         | 427,313                             
|Loss from operations                                                   | (360,313)                               | (405,648)                           
|Other income and expenses                                              |                                         |                                     
|                                                                       | Interest income                         | 457                                 
|                                                                       | Interest expense                        | (20,982)                            
|Loss before taxes, prior period adjustment and minority 
     interest | (380,838)                               | (408,273)                           
|Prior period adjustment                                                | -380,838                                | -                                   
|Loss before taxes and minority interest                                | (380,838)                               | (408,273)                           
|Minority interest share of loss                                        | 2,001                                   | 9,884                               
|Benefit (Provision) for income taxes                                   | (549)                                   | 2,370                               
|Net (loss)                                                             | (379,386)                               | (396,019)                           
|Other comprehensive income (loss)                                      |                                         |                                     
|                                                                       | Foreign currency translation adjustment | (29,553)                            
|Comprehensive (loss)                                                   | $   (408,939)                           | $  (324,791)                        
|Basic and diluted (loss) per share                                     | $         (0.04)                        | $        (0.06)                     
|Basic and diluted average shares outstanding                           | 10,000,244                              | 6,691,946                           

</R>

See Notes to Financial Statements

|EC POWER, INC.                                                           
|-------------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
      EQUITY(DEFICIT)
|THREE MONTHS ENDED MARCH 31, 2001
      (Unaudited)                      
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|Shares                                                                   
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         

See Notes to Financial Statements.

<R>

EC POWER, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

| |                                                                                      |           | For the Three Months Ended
| | ------------------------------------------------------------------------------------ | --------- | --------------------------
| |                                                                                      |           |                           
| |                                                                                      |           |                           
| |                                                                                      |           |                           
| | Operating Activities                                                                 |           |                           
| | Net income or (loss)                                                                 |           | $   (379,386)             
| | Adjustments to reconcile net (loss)
       to net cash used by operating activities: |           |                           
| | Depreciation and amortization                                                        |           | 12,578                    
| | Expenses paid for by issuance of stock                                               | -         |                           
| | Expenses paid for by issuance of warrants                                            | 101,041   |                           
| | Changes in operating assets and liabilities:                                         |           |                           
| | (Increase) decrease in accounts receivable                                           | 59,866    |                           
| | (Increase) decrease in other receivables                                             | (90,027)  |                           
| | (Increase) decrease in deferred charges                                              | 1,428     |                           
| | (Increase) decrease in prepaid expenses                                              | 1,893     |                           
| | (Increase) decrease in inventory                                                     |           | 17,396                    
| | (Increase) decrease in other assets                                                  |           | 6,015                     
| | (Increase) decrease in deposits                                                      |           | 7,589                     
| | (Increase) decrease in deferred offering cost                                        | -         |                           
| | Increase (decrease) in accounts payable,
     accrued expenses and other liabilities | (36,043)  |                           
| | Increase (decrease) in deferred revenue                                              | (12,796)  |                           
| | Increase (decrease) in due to related parties                                        | 16,200    |                           
| | Net cash (used) by operating activities                                              | (294,246) |                           
| | Investing Activities                                                                 |           |                           
| | Investment in Neft                                                                   |           | -                         
| | Purchase of fixed assets                                                             |           | (57,165)                  
| | Net cash (used) by investing activities                                              |           | (57,165)                  
| | Financing Activities                                                                 |           |                           
| | Increase (decrease) in shareholder loans                                             | (17,500)  |                           
| | Increase in other loans                                                              |           | 60,022                    
| | Sale of common stock                                                                 |           | 290,000                   
| | Sale of preferred stocks                                                             |           | -                         
| | Net cash provided by financing activities                                            | 332,522   |                           
| | Increase (decrease) in cash                                                          |           | (18,889)                  
| | Cash at beginning of period                                                          |           | 20,881                    
| | Cash at end of period                                                                |           | $       1,992             
| | Supplemental Disclosures of Cash Flow Information:                                   |           |                           
| | Cash paid during year for:                                                           |           |                           
| | Interest                                                                             |           | $             
-          
| | Income taxes (benefits)                                                              |           | $         
549            

| | Non-cash investing and financing activities:                       |                  | 
| | ------------------------------------------------------------------ | ---------------- | 
| | Issuance of 30,000 shares of common stock
    for interest payable | $              - | 
| | Issuance of 17,500 warrants for services                           | $    29,230      | 
| | Issuance of 64,948 warrants for loan interest                      | $    45,000      | 
| | Issuance of 94,677 incentive stock options                         | $             
- | 

See Notes to Financial Statements.

</R>

<R>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

|Note 1 - | DESCRIPTION OF BUSINESS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | 
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|         | EC Power, Inc (the "Company") was incorporated in Delaware on March 25, 1999.  On
March 29, 1999 the Company acquired all the membership interests of EC Power LLC for
an exchange of stock.
In April, 1999 the Company merged with Neft Acquisition Corp. ("Neft"), a shell
corporation having no assets or operations.  EC Power, Inc. became the surviving entity.
The Company is engaged in the development of PEM (Proton Exchange Membrane) fuel cells and Ni-Zn batteries and performs applied research and development in electrochemistry.
In late 1997, the shareholders of Sorapec S.A. ("Sorapec") agreed to issue and sell to the founders of EC Power, LLC.  35,000 new shares representing a 90% stake in Sorapec, the balance of the shares being held by key employees.
For accounting purposes, the acquisition has been treated as an acquisition of EC Power, Inc by Sorapec and as a recapitalization of
Sorapec.  The historical financial statements prior to January 1, 1998 are those of Sorapec giving effect to the acquisition as if the acquisition took place on January 1, 1997.
In March 2000, the Company purchased additional Sorapec shares for $25,000 and converted $989,684 of loans, which increased its ownership interest in Sorapec to 94%.  In September 2000, additional Sorapec employees converted their interest in Sorapec for 178,626 shares of common stock of the Company, thereby increasing the Company's interest to 96.05% in
Sorapec.
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | 
|Note 2-  | UNAUDITED INTERIM FINANCIAL STATEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | 
|         | The accompanying financial information as of March 31, 2001 and for the three months ended March 31, 2001 and 2000 is unaudited and, in the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation, have been included.  Operating results for any interim period are not necessarily indicative of the results for any other interim period or for an entire year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        
|        
|        
|Note 3-  | INVENTORY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | 
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | 
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | 
|         | Work in progress                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 
|         | Raw materials                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 
|         | Finished goods                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | 
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | 
|Note 4-  | ADVANCES TO EMPLOYEES - OTHER ASSETS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|         | Advances to employees are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | 
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | 
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | 

|Note 5- | PROPERTY AND EQUIPMENT                             |                 |             |           |              |              |       
|------- | -------------------------------------------------- | --------------- | ----------- | --------- | ------------ | ------------ | ------
|        | Equipment and leasehold consists of the following: |                 | March 31,   |           | December 31,
|        |                                                    |                 |             |           |              |              |       
|        | Lab equipment                                      |                 |             |           |              | $    458,452 |       
|        | Office furniture and equipment                     |                 |             |           | 58,542       |              | 62,734
|        | Lab improvements                                   |                 |             |           |              | 194,230      |       
|        | Other in progress                                  |                 |             |           |              | 489          |       
|        |                                                    |                 |             |           |              |              |       
|        | Less: Accumulated depreciation and amortization:   |                 |             |           |             
|        | Lab equipment                                      |                 |             |           |              | 366,623      |       
|        | Office furniture and equipment                     |                 |             |           | 51,646       |              | 54,136
|        | Lab improvements                                   |                 |             |           |              | 184,811      |       
|        | Other in progress                                  |                 |             |           |              | 489          |       
|        |                                                    |                 |             |           |              |              |       
|        |                                                    |                 |             |           |              |              |       
|Note 6- | LOANS PAYABLE                                      |                 |             |           |              |              |       
|        | Loans payable were as follows:                     |                 |             |           |              |              |       
|        |                                                    |                 |             |           |              |              |       
|        |                                                    |                 | Origination | Interest  |              | Due          |       
|        |                                                    |                 | Date        | Rate      |              | Date         |       
|        |                                                    |                 | 10/15/2000  | 6%        |              | Demand       |       
|        |                                                    |                 | 01/31/2001  | 10%       |              | Demand       |       
|        |                                                    |                 |             |           |              |              |       
|        |                                                   
|Note 7- | SHAREHOLDERS' LOANS PAYABLE                        |                 |             |           |             
|        |                                                    |                 |             |           |              |              |       
|        | Shareholders' loans payable were as follows:       |                 | 2001        |           | 2000        
|        | Chairman of the Board                              | 10% Demand Loan |             | $  33,426 |              | $   50,926  
|        | Former President                                   | 10% Demand Loan |             | 39,380    |              | 39,380      
|        | Other shareholders                                 | 10% Demand Loan |             | 15,000    |              | 15,000      
|        |                                                    |                 |             |           |              |              |       

|        | Note 8- FAIR VALUE OF FINANCIAL INSTRUMENTS                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------- | ----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                     | The following estimated fair value amounts have been determined using available market information and appropriate valuation methodologies.  However, considerable judgment is necessarily required in interpreting market data to develop the estimates of fair value.  Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.  The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
|        |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|        |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                     | Assets:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                     | Cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                     | Accounts receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                     | Other receivable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                     | The carrying amounts of cash and cash equivalents, accounts receivable and other receivable are a reasonable estimate of their fair value because of the short maturity of those instruments.                                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                    
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|Note 9- | INCOME TAXES                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | The provision (benefit) for income taxes consisted of the following (in thousands):
|        |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                     | Three Months ended March 31,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | Current:                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | Federal tax expense                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | State tax expense                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | Foreign R&D credit                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | Deferred:                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | Federal tax expense                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | State tax expense                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | Foreign R&D credit                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

|                                | A reconciliation of differences between the statutory U.S. federal income tax rate and the Company's effective tax rate follows:                                                                                                                                                                                                                                                                                      
|------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|                                |                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                | Statutory federal income tax                                                                                                                                                                                                                                                                                                                                                                                          
|                                | State income tax-net of     federal
     benefit                                                                                                                                                                                                                                                                                                                                                                      
|                               
|                                | Valuation allowance                                                                                                                                                                                                                                                                                                                                                                                                   
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                | The components of deferred tax assets and liabilities were as follows (in thousands):                                                                                                                                                                                                                                                                                                                                 
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                | Deferred tax assets:                                                                                                                                                                                                                                                                                                                                                                                                  
|                                | Net operating loss carryforward                                                                                                                                                                                                                                                                                                                                                                                       
|                                | Total deferred tax assets                                                                                                                                                                                                                                                                                                                                                                                             
|                                | Valuation allowance                                                                                                                                                                                                                                                                                                                                                                                                   
|                                | Net deferred tax assets                                                                                                                                                                                                                                                                                                                                                                                               
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                | SFAS No, 109 requires a valuation allowance to be recorded when it is more likely than not that some or all of the deferred tax assets will not be realized.  At March 31, 2001 and December 31, 2000, a valuation allowance for the full amount of the net deferred tax asset was recorded because of continuing losses and uncertainties as to the amount of taxable income that would be generated in future years.
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|Note 10- DUE TO RELATED PARTIES |                                                                                                                                                                                                                                                                                                                                                                                                                       
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|                                | Note 11- COMMITMENTS AND CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                
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|                                | Note 12- COMPREHENSIVE INCOME (LOSS)                                                                                                                                                                                                                                                                                                                                                                                  
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|                                | Note 13- COMMON STOCK WARRANTS AND OPTIONS                                                                                                                                                                                                                                                                                                                                                                            
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|                                | During the first quarter of 2001 the Company granted warrants to lenders in connection with
loans made to the Company as follows:                                                                                                                                                                                                                                                                                     
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|Note 14- EARNING PER SHARE CALCULATIONS
|---------------------------------------
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|Note 15- SALE OF COMMON STOCK          
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|Note 16- GOING CONCERN MATTERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                         |  |  | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                         |  |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The accompanying 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.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                         |  |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | As shown in the financial statements for the year ended December 31, 2000, and the three
months ended March 31, 2001, the Company incurred losses from operations of $1,368,248 and $379,386,
after non-cash expenditures for stock compensation of $813,994 and $294,246, respectively.  These
factors raise substantial doubt about the Company's ability to continue as a going concern.  The financial
statements do not include any adjustments relating to the recoverability and classification of liabilities
that might be necessary should the Company be unable to continue in existence.
|The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash
flow to meet its obligations on a timely basis and to obtain additional financing or refinancing as may be
required to ultimately attain profitability.  The Company is also actively pursuing additional equity
financing through stock sales and when necessary, management has loaned money to the Company for
working capital.  Management believes that actions presently being taken to revise the Company's
operating and financial requirements provide the opportunity for the Company to continue as a going
concern.
|Note 17- SUBSEQUENT EVENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | In May 2001, Sorapec entered into a technology license agreement with a French corporation.  This agreement grants the French corporation the rights to some of Sorapec's PEM fuel cell patents to produce fuel cells for specific applications, in specified territories in consideration for a front payment of 500,000 Euros, which have been received by Sorapec
    S.A., and royalties on future sales.  The French corporation also extended a loan of 500,000 Euros to EC Power, Inc.  This loan is to be repaid within fourteen months with interest at the rate of 7%.                    

</R>

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

None.

Item 2.  Changes in Securities

None.

Item 3.  Default Upon Senior Securities

None.

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

None.

Item 5.  Other Information

None.

Item 6.  Exhibits and Reports on Form 8-K

Exhibits:

None.

SIGNATURE



<R>

|                      | E.C. POWER, INC.                     
|--------------------- | -------------------------------------
|Date:February
4, 2002 | By: /s/ Michel MorinMichel Morin, CEO

</R>