U.S.
Securities and Exchange Commission


Washington,
D.C. 20549




____________________




Form
10-QSB


____________________









(Mark One)x
            Quarterly Report
      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For the quarterly period ended
      December 31, 2007o
            Transition Report
      Pursuant to Section 13 or 15(d) of the Securities Exchange
  Act







For the
transition period from _____________ to _______________





____________________





Commission
File Number: 000-29780


____________________





Solpower
Corporation


(Exact
name of Registrant as specified in its charter)






Nevada
            87-0384678(State or other jurisdiction
      of  incorporation or organization)
            (IRS
      Employer Identification No.)







307
East 22nd
Street


San
Pedro, CA 90731


(Address
of principal executive offices)





(310)
940-6408


(Issuer’s
telephone number)





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 registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.




Yes           X           No





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act.)


Yes          No           X





The
number of shares outstanding of each of the issuer’s classes of common equity
was 9,126,094 shares of common stock, par value $0.001, as of February 11,
2008.





Transitional
Small Business Disclosure Format (check one):




Yes              No           X







1








Solpower
Corporation


Index
to Form 10-QSB Filing


For
the Quarter Ended December 31, 2007





Table
of Contents






Part
      IFinancial
      InformationPageItem
      1.
                Financial
      Statements
                3Balance
      Sheet December
      31, 2007 (Unaudited)
                3Statements
      of Operations for the Three and Nine Months Ended December 31, 2007
      (Unaudited)
                  and
      2006 (Unaudited)
                4Statements
      of Cash Flows for the Nine Months Ended December 31, 2007 (Unaudited)
                  and
      2006 (Unaudited)
                5Notes
      to the Unaudited Financial Statements
                6Item
      2.
                Management’s
      Discussion and Analysis or Plan of Operations
                8Item
      3.
                Controls
      and Procedures
                11Part
      IIOther
      InformationItem
      1.
                Legal
      Proceedings
                11Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                11Item
      3.
                Defaults
      Upon Senior Securities
                11Item
      4.
                Submission
      of Matters to a Vote of Security Holders
                11Item
      5.
                Other
      Information
                11Item
      6.
                Exhibits
                11Signatures
                
                12Certifications
                
                13





2








Part
I
 Financial
Information
  Item
1.   Financial Statements




SOLPOWER
CORPORATION
 BALANCE
SHEET
 December
31, 2007
 (Unaudited)
 ASSETS
  CURRENT
      ASSETS:Cash
      and cash equivalents
              
              $
              35,763Prepaid
      expenses
              
              
              14,887Total
      Current Assets
              
              
              50,650TOTAL
      ASSETS
              
              $
              50,650LIABILITIES AND STOCKHOLDERS'
      (DEFICIT)CURRENT
      LIABILITIES:Customer
      advances
              
              $
              379,502Accounts
      payable - trade
              
              
              196,341-
      related parties
              
              
              121,693Accrued
      expenses
              
              
              148,688Total
      Current Liabilities
              
              
              846,224Commitments
      and ContingenciesSTOCKHOLDERS'
      (DEFICIT):Preferred
      stock, $0.001 par value - 5,000,000 sharesauthorized;
      issued and outstanding, none
              
              
              -Common
      stock, $.001 par value - 10,000,000 sharesauthorized;
      9,126,094  shares issued and outstanding
              
              
              9,126Additional
      paid in capital
              
              
              13,482,096Deferred
      stock compensation
              
              
              (66,666
              )Accumulated
      (deficit)
              
              
              (14,220,130
              )Total
      Stockholder's (Deficit)
              
              
              (795,574
              )TOTAL
      LIABILITIES AND STOCKHOLDERS' (DEFICIT)
              
              $
              50,650
  The
accompanying notes are an integral part of these financial
statements.
  3
  SOLPOWER
CORPORATION
 STATEMENTS OF OPERATIONS
 (Unaudited)
 
 Three
      Months Ended
              
              
              Nine
      MonthEndedDecember
      31,
              
              
              December
      31,2007
              
              
              2006
              
              
              2007
              
              
              2006NET
      REVENUES
              
              $
              92,995
              
              
              $
              65,000
              
              
              $
              228,217
              
              
              $
              320,592COST
      OF REVENUES
              
              
              43,157
              
              
              
              22,255
              
              
              
              95,266
              
              
              
              138,764GROSS
      PROFIT
              
              
              49,838
              
              
              
              42,745
              
              
              
              132,951
              
              
              
              181,828OPERATING
      EXPENSES:Administration
      compensation and consulting
              
              
              18,000
              
              
              
              18,000
              
              
              
              54,000
              
              
              
              52,100Accounting
      and legal
              
              
              28,708
              
              
              
              28,469
              
              
              
              84,584
              
              
              
              74,152Sales
      and marketing
              
              
              28,108
              
              
              
              32,110
              
              
              
              84,661
              
              
              
              90,740Other
      general and administrative
              
              
              27,923
              
              
              
              23,876
              
              
              
              65,312
              
              
              
              64,996102,739
              
              
              
              102,455
              
              
              
              288,557
              
              
              
              281,988(LOSS)
      FROM OPERATIONS
              
              
              (52,901
              )
              
              
              (59,710
              )
              
              
              (155,606
              )
              
              
              (100,160
              )OTHER
      INCOME (EXPENSE):Cost
      associated debt conversion
              
              
              (55,000
              )
              
              
              -
              
              
              
              (55,000
              )
              
              
              -Exchange
      rate differential
              
              
              -
              
              
              
              1,055
              
              
              
              -
              
              
              
              1,488Royalty
      income
              
              
              -
              
              
              
              4,389
              
              
              
              -
              
              
              
              9,399Interest
      expense
              
              
              (163
              )
              
              
              (194
              )
              
              
              (627
              )
              
              
              (695
              )(55,163
              )
              
              
              5,250
              
              
              
              (55,627
              )
              
              
              10,192(LOSS)
      BEFORE PROVISION FOR
              
              
              (108,064
              )
              
              
              (54,460
              )
              
              
              (211,233
              )
              
              
              (89,968
              )INCOME
      TAXESPROVISION
      FOR INCOME TAXES
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -NET
      (LOSS)
              
              $
              (108,064
              )
              
              $
              (54,460
              )
              
              $
              (211,233
              )
              
              $
              (89,968
              )Basic
      and Diluted (Loss) Per Common Share
              
              $
              (0.01
              )
              
              $
              (0.01
              )
              
              $
              (0.03
              )
              
              $
              (0.01
              )Weighted
      Average Number of Common Shares OutstandingBasic
      and Diluted
              
              
              7,807,616
              
              
              
              7,055,973
              
              
              
              7,420,639
              
              
              
              7,055,973
  The
accompanying notes are an integral part of these financial
statements.
 
 4
  SOLPOWER CORPORATION
 STATEMENTS
OF CASH FLOWS
 (Unaudited)
 
 Nine
      Months EndedDecember
      31,2007
              
              
              2006CASH
      FLOWS FROM OPERATING ACTIVITIES:Net  (loss)
              
              $
              (211,233
              )
              
              $
              (89,968
              )Adjustments
      to reconcile net (loss)  tonet
      cash (used in) provided by operating activities:Depreciation
      and amortization
              
              
              -
              
              
              
              4,500Cost
      associated with debt conversion
              
              
              55,000
              
              
              
              -Stock
      compensation
              
              
              13,334
              
              
              
              -Net
      change in current assets and liabilities:Accounts
      receivable
              
              
              -
              
              
              
              32,994Royalties
      receivable
              
              
              -
              
              
              
              (10,887
              )Prepaid
      expense
              
              
              (3,084
              )
              
              
              (5,645
              )Inventory
              
              
              52,274
              
              
              
              92,993Deposits
              
              
              -
              
              
              
              350Accounts
      payable - trade
              
              
              45,016
              
              
              
              (23,020
              )-
      related parties
              
              
              (7,270
              )
              
              
              (34,458
              )Accrued
      expenses
              
              
              12,435
              
              
              
              76,021Net
      Cash (Used in) Provided by Operating Activities
              
              
              (43,528
              )
              
              
              42,880CASH
      FLOWS FROM FINANCING ACTIVITIES:Bank
      overdraft
              
              
              -
              
              
              
              (587
              )Net
      customer advances
              
              
              59,400
              
              
              
              (28,371
              )Net
      Cash Provided by (Used in) Financing Activities
              
              
              59,400
              
              
              
              (28,958
              )INCREASE
      IN CASH AND CASH EQUIVALENTS
              
              
              15,872
              
              
              
              13,922CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
              
              
              19,891
              
              
              
              -CASH
      AND CASH EQUIVALENTS, END OF PERIOD
              
              $
              35,763
              
              
              $
              13,922
  The
accompanying notes are an integral part of these financial
statements.


5








SOLPOWER
CORPORATION




Notes
to the Unaudited Financial Statements











NOTE
1 - ORGANIZATION AND OPERATIONS





Organization





Solpower
Corporation (the “Company”), formerly known as
Virtual Technologies, Inc. and Dynafuel Corporation, was incorporated under the
laws of the State of Utah on June 7, 1982.





The
Company was originally incorporated with an authorized capital of 30,000,000
shares of common stock with a par value of one cent ($0.01) per share. On
December 12, 1995, the Company amended its articles of incorporation, changing
its name to Virtual Technologies, Inc. and authorizing preferred stock of
5,000,000 shares at $0.25 par value. On July 22, 1996, the Company changed its
legal domicile to the State of Nevada. On November 22, 1997, the Company
restated the articles of incorporation, changing its name to Solpower
Corporation and changing its preferred stock par value to one-tenth of one cent
($.001) per share. On December 11, 2000, at the Annual Shareholders’ Meeting,
shareholders approved an amendment to the Company’s articles of incorporation to
increase the authorized shares of common stock to 100,000,000. On December 22,
2007, by unanimous written action of the Board of Directors, the Company
authorized a one for ten reverse split of the Company’s common
stock.  The reverse split was affected on January 14,
2008.  All references in the financial statements and notes to the
financial statements, the number of shares, change in par value to $0.001 and
share amounts have been retroactively restated to reflect the reverse
split.





Nature
of Operations





The
current principal business purpose of the Company is the sales and distribution
of Soltron®,a fuel-enhancing product.
The Company has the exclusive worldwide sales, distribution, marketing and
manufacturing rights to the product, Soltron®,
a fuel enhancing product.





NOTE
2 - BASIS OF PRESENTATION





The
accompanying unaudited interim financial statements of Solpower Corporation have
been prepared in accordance with accounting principles generally accepted in the
United States of America and the rules of the Securities and Exchange
Commission, and should be read in conjunction with the audited financial
statements and notes thereto contained in the Company’s Annual Report for the
fiscal year ended March 31, 2007, on Form 10-KSB filed with the SEC. In the
opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year.





Notes to
the financial statements, which would, substantially duplicate the disclosure
contained in the audited financial statements for fiscal 2007 as reported in the
Form 10−KSB have been omitted.





NOTE 3 - GOING
CONCERN





The
accompanying unaudited financial statements have been prepared assuming the
Company will continue as a going concern, which contemplates the realization of
assets and the settlement of liabilities and commitments in the normal course of
business. The Company historically has experienced significant losses and
negative cash flows from operations. As of December 31, 2007, the Company has a
deficiency in working capital of $(795,574), an accumulated (deficit) of
$(14,220,130) and a net (loss) for the nine months ended December 31, 2007, of
$(211,233). In addition, the Company does not have a revolving credit facility
with any financial institution. These factors raise substantial doubt about the
Company’s ability to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on raising additional capital,
negotiating adequate financing arrangements and on achieving sufficiently
profitable operations. The financial statements do not include any adjustments
relating to the recoverability and classification of assets or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.





6








NOTE 4 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES





Comprehensive
Income (Loss)








Statement
of Financial Accounting Standards (“SFAS”) No. 130, Reporting Comprehensive
Income, establishes requirements for disclosure of comprehensive income
and its components, which include, among other items, unrealized gains or losses
from marketable securities and foreign currency translation adjustments that
previously were only reported as a component of stockholders’
equity.  The Company had no components of comprehensive income (loss)
during the periods presented.





Loss
per Common Share





Basic
loss per common share is computed based on weighted average shares outstanding
and excludes any potential dilution from stock options, warrants and other
common stock equivalents. Basic loss per share is computed by dividing loss
available to common shareholders by the weighted average number of common shares
outstanding for the period. Diluted net loss per common share reflects potential
dilution from the exercise or conversion of securities into common stock or from
other contracts to issue common stock. Diluted net loss per common share is not
included, as the effect of including these shares is anti-dilutive.





NOTE
5 - INTANGIBLE ROYALTY AGREEMENT





In
accordance with SFAS No. 144, the Company was required to assess the
recoverability of the Intangible Royalty Agreement relating to the disposal of
Virtual Technologies. In performing this assessment, the primary factor
considered by Management is the fact that no royalties under this royalty
agreement have been collected since its inception. As such, management
determined that this royalty agreement was impaired and reduced the value to
zero at March 31, 2007, due to the uncertainty of collecting the royalty
payments.





Amortization
expense charged to operations for the nine months ended December 31, 2007 and
2006, was $- 0 - and $4,500, respectively.





NOTE
6 – COMMITMENTS AND CONTINGENCIES





On
November 2, 2007, the Company signed a two year Consulting Agreement with a
company to provide strategic consulting services to the Company in the areas of
local and international markets of our technologies, seeking strategic partners
and investors and assisting in expanding our business core base. Pursuant to the
Consulting Agreement, the consultant is to be paid an annual consulting fee of
$80,000 per year, which the Company can pay in cash or shares of the Company’s
common stock. The Company issued 800,000 shares of common stock on November 2,
2007, for the first year consulting fee.




NOTE
7 - STOCKHOLDER’S (DEFICIT)





Changes
in Common Stock





On
December 22, 2007, by unanimous written action of the Board of Directors, the
Company authorized a one for ten reverse split of the Company’s common stock.
The reverse split also reduced the authorized shares of common stock to ten
million (10,000,000) and changed the par value to $0.001. The reverse split was
affected on January 14, 2008. The reverse split has been retroactively stated in
the financial statements for the periods presented. As a result rounding shares
on the reverse split, an additional 121 shares were issued at the par value of
$0.001 per share.





On
November 2, 2007, pursuant to the terms of a Consulting Agreement, the Company
issued 800,000 shares of restricted common stock for investor relations and
strategic consulting serviceat a value of $80,000, based on the fair market value on the transaction
date. This amount has been recorded as deferred stock compensation, of which
$13,334 has been expensed as stock compensation expense as of December 31,
2007.






7





On
December 19, 2007, the Company issued 1,100,000 shares of restricted common
stock based on the fair market of $165,000 on the date of the transaction, to
two individuals for the conversion of an accounts payable and accrued liability
aggregating $110,000. The transaction resulted in a $55,000 charge to operations
related to cost of debt conversion.





Warrants





At
December 31, 2007, the Company had no outstanding warrants.





Options





At
December 31, 2007, the Company had no outstanding options. During the nine
months ended December 31, 2007, options to purchase 100,000 shares of restricted
common stock at $1.50 expired.





NOTE
8 – CHANGE IN MANAGEMENT





On May 1,
2006, the Board of Directors of the Company accepted the resignation of Mr.
Robert Kohn and appointed Mr. James Hirst as President, Chief Executive and
Principal Accounting Officer.











ITEM
2.MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION





THIS FORM
10-QSB MAY CONTAIN CERTAIN “FORWARD-LOOKING” STATEMENTS AS SUCH TERM IS DEFINED
IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND BY THE SECURITIES
AND EXCHANGE COMMISSION IN ITS RULES, REGULATIONS AND RELEASES, WHICH REPRESENT
THE REGISTRANT’S EXPECTATIONS OR BELIEFS, INCLUDING BUT NOT LIMITED TO,
STATEMENTS CONCERNING THE REGISTRANT’S OPERATIONS, ECONOMIC PERFORMANCE,
FINANCIAL CONDITION, GROWTH AND ACQUISITION STRATEGIES, INVESTMENTS, AND FUTURE
OPERATIONAL PLANS.  FOR THIS PURPOSE, ANY STATEMENTS CONTAINED HEREIN
THAT ARE NOT STATEMENTS OF HISTORICAL FACT MAY BE DEEMED TO BE FORWARD-LOOKING
STATEMENTS.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WORDS
SUCH AS “MAY”, “WILL”, “EXPECT”, “BELIEVE”, “ANTICIPATE”, “INTENT”, “COULD”,
“ESTIMATE”, “MIGHT”, “PLAN”, “PREDICT” OR “CONTINUE” OR THE NEGATIVE OR OTHER
VARIATIONS THEREOF OR COMPARABLE TERMINOLOGY ARE INTENDED TO IDENTIFY
FORWARD-LOOKING STATEMENTS.  THESE STATEMENTS BY THEIR NATURE INVOLVE
SUBSTANTIAL RISKS AND UNCERTAINTIES, CERTAIN OF WHICH ARE BEYOND THE
REGISTRANT’S CONTROL, AND ACTUAL RESULTS MAY DIFFER MATERIALLY DEPENDING ON A
VARIETY OF IMPORTANT FACTORS, INCLUDING UNCERTAINTY RELATED TO ACQUISITIONS,
GOVERNMENTAL REGULATION, MANAGING AND MAINTAINING GROWTH, THE OPERATIONS OF THE
COMPANY AND ITS SUBSIDIARIES, VOLATILITY OF STOCK PRICE AND ANY OTHER FACTORS
DISCUSSED IN THIS AND OTHER REGISTRANT FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE COMPANY DOES NOT INTEND TO UNDERTAKE TO UPDATE THE INFORMATION
IN THIS FORM 10-QSB IF ANY FORWARD-LOOKING STATEMENT LATER TURNS OUT TO BE
INACCURATE. THE FOLLOWING SHOULD BE READ IN CONJUNCTION WITH THE INFORMATION
PRESENTED IN THE COMPANY’S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED MARCH
31, 2007.








Going
Concern





The
accompanying unaudited financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. We
have historically experienced significant losses and negative cash flows from
operations. For the nine-month period ended December 31, 2007, we had net (loss)
of $(211,233). Operations have resulted in a deficiency in working capital of
$(795,574), and an accumulated (deficit) of $(14,220,,130) as of December 31,
2007.






8





There can
be no assurance that the Company will be able to continue as a going concern in
view of its financial condition. Our continued existence will depend upon its
ability to obtain sufficient additional capital in a timely manner to fund its
operations and to further develop its long-term business plan. Any inability to
obtain additional financing will have a material adverse effect on us, including
possibly requiring the Company to significantly reduce or cease its
operations.





These
factors raise substantial doubt about the ability of the Company to continue as
a going concern. The financial statements do not include any adjustments
relating to the recoverability and classification of assets or the amounts and
classification of liabilities that might be necessary should we be unable to
continue as a going concern.





Off-Balance
Sheet Arrangements




During
the quarter ended December 31, 2007, we did not engage in any off balance sheet
arrangements as defined in item 303(c) of the SEC’s Regulation S-B.




Critical
Accounting Policies





Our
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America, which require us to make
estimates and judgments that significantly affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities at the date of the financial statements. Note 2,
“Significant Accounting Policies” in the Notes to the Financial Statements in
our Annual Form 10-KSB at March 31, 2007, describes our significant accounting
policies which are reviewed by management on a regular basis.





An
accounting policy is deemed by us as critical if it requires an accounting
estimate to be made based on assumptions about matters that are uncertain at the
time the estimate is made, and if different estimates that reasonably could have
been used, or changes in the accounting estimates that are reasonable likely to
occur periodically, could materially impact the financial statements. The
policies and estimates that we believe are most critical to the preparation of
our consolidated financial statements and that require a higher degree of
judgment are:





Stock-based compensation;
and





Valuation of warrants and options
under the Black-Scholes option pricing model.





Operating
Results for the Three Months Ended December 31, 2007 and 2006





Revenues


Revenues
for the three months ended December 31, 2007, were $92,995 as compared to
$65,000 for the comparable three months ended December 31, 2006. The increase in
revenues of $27,995 was mainly attributable to increased bulk Soltron®sales to a major
distributor for private labeling. Sales to our major distributors do not recur
on a consistent quarterly basis, and have decreased due to slower commercial
sales in California and overseas markets.





Gross
Profit


Gross
profit for the three months ended December 31, 2007 amounted to $49,838 or 53.6%
as compared to gross profit of $42,745 or 65.8% for the three months ended
December 31, 2006. The decrease of 12.2% in gross profit margin resulted from
higher profit margins on the Soltron®enzyme concentrate sales which constituted all the sales in the prior
reporting period and 63.3% in the current reporting period.





Operating
Expenses


Operating
expenses for the three months ended December 31, 2007, were $102,739 as compared
to $102,455 for the comparable period ended December 31, 2006, which constitutes
an increase of $284. The increase is primarily comprised of increases in rent
expense of $3,000 and, investor relations of $13,334 in other general and
administrative.   These increases were offset by decreases in
sales and marketing aggregating $4,002, amortization of $1,500, insurance of
$2,766, telephone of $1,402 and travel aggregating $6,172.





Net
(Loss)


The
Company’s net (loss) for the three months ended December 31, 2007, was
$(108,064) as compared to net (loss) of $(54,460) for the comparable period
ending December 31, 2006. The increase in net (loss) of $53,604for the current
period is mainly attributable to the Company recognizing a $55,000 charge to
operations for costs associated with debt conversion and offset bythe Company
generating an increase in gross profit in the current reporting period as
detailed above.






9





Operating
Results for the Nine Months Ended December 31, 2007 and 2006





Revenues


Revenues
for the nine months ended December 31, 2007, were $228,217 as compared to
$320,592 for the comparable nine months ended December31, 2006. The decrease in
revenues of $92,375 was mainly attributable to decreased bulk Soltron®enzymesales to a major
distributor for private labeling aggregating $30,000 and decreased sales to our
major Soltron®distributor aggregating $57,375. Sales to our major distributors do not
recur on a consistent quarterly basis, and have decreased due to slower
commercial sales in California and overseas markets.





Gross
Profit


Gross
profit for the current nine months ended December 31, 2007, was $132,951, or
58.3%, as compared to the nine months ended December 31, 2006, of $181,828, or
56.7%. Total gross profit generated for the nine months ended
December  31, 2007, decreased $48,877 from the prior year comparable
period and was mainly due to the fact that no revenues were  generated
in the quarter ended September 30, 2007. The increase in gross profit margin of
1.6% resulted primarily from higher margins on sales of bulk enzyme product as
compared to sales of bulk Soltron®
product. Our sales mix in the current year period are comprised of enzyme
product of 65.7% and  Soltron®
product of 34.3%, as compared to the prior year period sales mix of enzyme
product of 56.2% and  for private labeling of 43.8%.





Operating
Expenses


Operating
expenses for the nine months ended December 31, 2007, were $288,557 as compared
to $281,988 for the comparable period ended December 31, 2006, which constitutes
an increase of $6,569. The increase is primarily comprised of increases in
accounting and legal fees incurred in getting our SEC reporting current of
$10,432 and administration compensation and consulting of $1,900.These increases
were offset by decreased sales and marketing costs aggregating
$6,079.





Net
(Loss)


The
Company’s net (loss) for the nine months ended December 31, 2007, was $(211,233)
as compared to net (loss) of $(89,968) for the comparable period ending December
31, 2006. The increase in net (loss) for the current period of $(121,265) is
attributable to the Company generating no revenues and gross profit during the
three month period ending September 30, 2007, and the Company recognizing a
$55,000 charge to operations for costs associated with debt
conversion.





Plan
of Operation





We
continue to historically report significant losses. Nevertheless, we believe
that we may be able to continue to reduce our operating losses based on
increasing Soltron®
enzyme concentrate sales product sales for private labeling.  As a
result of discussions with distributors we anticipate increased sales of the
Soltron®
during 2008, mainly in the area of sales Soltron®enzyme
concentrate and potential increased Soltron®
product sales overseas.





During
our fiscal years ended March 31, 2007 and 2006, and continuing into fiscal year
2008, the Company has been in the middle stages as a development company seeking
to find the complementary mix of products and projects for future development,
marketing and distribution. The Company continues to explore the total
distribution and marketing for its products through established distributors,
both wholesale and retail. The Company anticipates that this methodology will
continue to enable it to cut costs, increase the revenue stream and increase
profits over the long range. Although gross profits may decrease initially with
certain revenues going to the benefit of the distributors, we believe that the
Company’s revenues, profits and cash flow will increase in the long term as a
result of this methodology as more distributors penetrate and sell through to
the end users of these products. Distribution of the enzyme technology utilizing
a private labeling arrangement has proven effective by increasing revenue in
that sector, gross profit and eliminating distribution costs.





Part of
our business plan is to arrange adequate financing to assist the Company to
implement our business strategies. The Company anticipates continuing to explore
the expansion of additional product lines or business segments with
environmentally friendly products with established marketplaces and to
accomplish these through mergers and acquisitions. We are
also going to concentrate on revenue based acquisitions and projects that
address environmental challenges such as climate change, renewable energy
development and reduction of “carbon footprints”. Our objective is to capitalize
on the growth potential in the global environmental market.






10




We have
brought all our financial reporting requirements current. On January 14, 2008,
we resumed trading on the OTCBB. We are now a fully reporting company and
structured to launch our strategies involving board appointments, acquisitions
and financing facilities.




Liquidity
and Capital Reserves





Product
sales did not provide sufficient working capital to fund our operations during
the nine months ended December 31, 2007. Our operating activities used $(43,528)
of cash during the period. During this period, we received increased customer
advances of $59,400 to help cover this utilization. During the comparative
period for the previous year, we provided $42,880 from operating activities,
which was offset by decreasing customer advances by $28,371.








Item
3 – Controls and Procedures





Evaluation
of Disclosure Controls and Procedures





We
maintain “disclosure controls and procedures” (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities and Exchange Act of 1934, as amended), that are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms. Under the supervision of, and the
participation of, our management, including our Chief Executive Officer and
Chief Financial Officer, we have conducted an evaluation of our disclosure
controls and procedures as of December 31, 2007.  Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that our disclosure controls and procedures are effective in alerting
them on a timely basis to material information required to be disclosed in our
periodic reports and that such information is accumulated and communicated to
our management, including our Chief Executive Officer and Chief Financial
Officer, to allow timely decisions regarding required disclosure.





Changes
in Internal Controls




During
the quarter ended December 31, 2007, there were no changes in the our internal
controls over financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial
reporting.











Part
II


Other
Information





Item 1.
            Legal
      Proceedings





None





Item 2.
            Unregistered
      Sale of Equity Securities and Use of
Proceeds





None.





Item
3.Defaults Upon
Senior Securities





None.





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





None.





Item 5.
            Other
      Information





None.





Item
      6.
            Exhibits





(a)
            The
      following exhibits are filed as part of this
  report:






31.1
            
            Certification
      of Chief Executive Officer and Principal Accounting Officer of Periodic
      Report pursuant to Rule  13a-14a and Rule
      15d-14(a).32.1
            
            Certification of
      Chief Executive Officer and Principal Accounting Officer pursuant to 18
      U.S.C. – Section 1350.






11











SIGNATURES:





In
accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.




SOLPOWER
      CORPORATIONDate:  February
      13, 2008
              By:
              /s/ James
      H. HirstJames
      H. HirstChief
      Executive Officer, President, Director and Principal Accounting
      Officer