================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A
                                (AMENDMENT NO. 1)

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

                For the quarterly period ended September 30, 2001

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT

             For the transition period from __________ to __________


                        Commission File Number 001-14439


                              SOLPOWER CORPORATION
        (Exact name of small business issuer as specified in its charter)


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


                         4247 West Adams Street, Suite 2
                             Phoenix, Arizona 85009
                    (Address of principal executive offices)


                                 (602) 447-9979
                           (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 [ ]

     The number of shares  outstanding of each of the issuer's classes of common
equity was  32,931,919  shares of common stock,  par value $.01, as of September
30, 2001.

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

================================================================================
<PAGE>
                              SOLPOWER CORPORATION
                             INDEX TO FORM 10-QSB/A
                    FOR THE QUARTER ENDED SEPTEMBER 30, 2001

                                                                            PAGE
                                                                            ----
                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements..............................................    2
         Consolidated Balance Sheets
           September 30, 2001 (unaudited) and March 31, 2001...............    2
         Consolidated Statements of Operations
           For the Three and Six Months Ended September 30, 2001
           (unaudited) and 2000 (unaudited)................................    3
         Consolidated Statements of Cash Flows
           For the Six Months Ended September 30, 2001 (unaudited) and
           2000 (unaudited)................................................    4
         Consolidated Statement of Shareholders' Equity
           For the Six Months Ended September 30, 2001 (unaudited).........    6
         Notes to the Financial Statements.................................    7

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.............................................    8

                                     PART II
                                OTHER INFORMATION

Item 2.  Changes in Securities.............................................   10

Item 6.  Exhibits and Reports on Form 8-K..................................   11

SIGNATURES.................................................................   11

<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                              SOLPOWER CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                SEPTEMBER 30, 2001 (UNAUDITED) AND MARCH 31, 2001

                                     ASSETS

<TABLE>
<CAPTION>
                                                          September 30      March 31,
                                                              2001            2001
                                                          ------------    ------------
                                                           (Unaudited)
<S>                                                       <C>             <C>
Current Assets:
  Cash and cash equivalents                               $     31,681    $     14,259
  Accounts receivables                                         444,802         375,640
  Accounts receivable - affiliate                               10,288              --
  Tax credit receivable                                          8,764          23,108
  Prepaid expenses                                              39,507          33,341
  Inventory                                                    396,570         538,253
                                                          ------------    ------------
      Total Current Assets                                     931,612         984,601
                                                          ------------    ------------

Property and equipment, net                                    424,741         559,538
                                                          ------------    ------------

Other Assets:
  Marketing licenses, net                                    1,808,333       2,098,333
  Formula and customer list, net                                13,903          10,833
  Deferred income tax asset                                     68,601          54,838
  Goodwill, net                                                284,299         320,593
                                                          ------------    ------------
      Total Other Assets                                     2,175,136       2,484,597
                                                          ------------    ------------

                                                          $  3,531,489    $  4,028,736
                                                          ============    ============

                   LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Bank revolving line                                     $     51,699    $    216,917
  Current portion long-term debt                                25,332          42,264
  Accounts payable - trade                                     756,705         649,430
                   - related party                              52,485          95,461
  Accrued expenses                                             473,962         289,562
  Customer deposits payable                                     90,997          63,336
                                                          ------------    ------------
      Total Current Liabilities                              1,451,180       1,356,970
                                                          ------------    ------------
Long-Term Liabilities:
  Long-term debt, net of current portion                       701,020         694,447
  Loans payable to related parties                             400,000         403,379
                                                          ------------    ------------
      Total Long-Term Liabilities                            1,101,020       1,097,826
                                                          ------------    ------------

      Total Liabilities                                      2,552,200       2,454,796
                                                          ------------    ------------

Minority interest in subsidiary                                 66,104          74,007
                                                          ------------    ------------
Commitments and Contingencies                                       --              --

Stockholders' Equity:
  Preferred stock; $0.001 par value, 5,000,000 shares
    authorized; issued and outstanding, none                        --              --
  Common stock; $0.01 par value, 100,000,000 shares
    authorized; issued and outstanding 32,931,919
    shares and 31,255,064, respectively                        329,320         312,551
  Common stock subscribed                                           --         256,000
  Additional paid-in capital                                10,573,689      10,120,179
  Accumulated Deficit                                       (9,987,823)     (9,182,640)
  Foreign currency translation adjustment                       (2,001)         (6,157)
                                                          ------------    ------------
      Total Stockholders' Equity                               913,185       1,499,933
                                                          ------------    ------------
                                                          $  3,531,489    $  4,028,736
                                                          ============    ============
</TABLE>

           SEE THE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.

                                       2
<PAGE>
                              SOLPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       FOR THE THREE AND SIX MONTHS ENDED
               SEPTEMBER 30, 2001 (UNAUDITED) AND 2000 (UNAUDITED)

<TABLE>
<CAPTION>
                                            Three Months Ended               Six Months Ended
                                              September 30,                    September 30,
                                       ----------------------------    ----------------------------
                                           2001            2000            2001            2000
                                       ------------    ------------    ------------    ------------
<S>                                    <C>             <C>             <C>               <C>
Revenues:
  Sales - fuel additive                $    162,538    $     78,093    $    388,857      $ 199,4327
  Sales - refrigerant & cylinders           369,247         113,650       1,366,162         113,650
                                       ------------    ------------    ------------    ------------
      Total Revenues                        531,785         191,743       1,755,019         313,082
                                       ------------    ------------    ------------    ------------
Cost of Sales:
  Fuel additive                             154,353          77,188         306,789         169,722
  Refrigerant & cylinders                   368,812          75,405       1,124,982          75,405
                                       ------------    ------------    ------------    ------------
                                            523,165         152,593       1,431,771         245,127
                                       ------------    ------------    ------------    ------------

Gross Profit                                  8,620          39,150         323,248          67,955
                                       ------------    ------------    ------------    ------------
Expenses:
  General and administrative                531,781         490,354       1,015,841         878,108
                                       ------------    ------------    ------------    ------------

Operating Loss                             (523,161)       (451,204)       (692,593)       (810,153)
                                       ------------    ------------    ------------    ------------
Other Income (Expense):
  Interest income                                 5             124               6             357
  Interest expense                          (43,610)        (88,493)       (134,743)       (103,843)
  Foreign currency transaction gain              --           7,533              --          15,327
  Settlement cost                                --              --              --         (60,000)
                                       ------------    ------------    ------------    ------------

Total Other Income (Expense)                (43,605)        (80,836)       (134,737)       (148,159)
                                       ------------    ------------    ------------    ------------
Net Loss Before Provision for Income
  Taxes and Minority Interest              (566,766)       (532,040)       (827,330)       (958,312)

Income Taxes                                 54,828              --          14,139              --

Minority Interest                            40,736             349           8,008             349
                                       ------------    ------------    ------------    ------------

Net Loss                               $   (471,202)   $   (531,691)   $   (805,183)   $   (957,963)
                                       ============    ============    ============    ============

Basic Loss Per Share                   $      (0.01)   $      (0.02)   $      (0.03)   $      (0.03)
                                       ============    ============    ============    ============

Weighted Average Number
  of Shares Outstanding                  32,389,555      27,841,321      31,820,116      27,582,588
                                       ============    ============    ============    ============
</TABLE>

           SEE THE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.

                                       3
<PAGE>
                              SOLPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE SIX MONTHS ENDED
               SEPTEMBER 30, 2001 (UNAUDITED) AND 2000 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      Six Months Ended September 30,
                                                                      ------------------------------
                                                                          2001               2000
                                                                      -----------        -----------
<S>                                                                   <C>                <C>
Cash Flows From Operating Activities:
  Net Loss                                                            $  (805,183)       $  (957,963)

  Adjustments to reconcile net loss to net cash
    provided (used) by Operating Activities:
      Depreciation and amortization                                       471,847            226,622
      Non-cash transactions                                               101,971            428,908
      Minority interest                                                    (8,008)              (349)
      Changes in operating assets and liabilities:
        Accounts receivable - trade                                       (69,162)            93,881
                            - affiliate                                   (10,288)           (15,362)
        Tax credit receivable                                              14,344                246
        Prepaid expenses                                                   (6,166)           (36,871)
        Inventory                                                         141,683                103
        Bank overdraft                                                         --             96,558
        Accounts payable - trade                                          107,275           (184,461)
                         - related parties                                (42,976)            48,131
        Accrued expenses                                                  184,400           (230,573)
        Customer deposits payable                                          27,661            (82,785)
        Deferred income tax asset                                         (13,763)               (35)
                                                                      -----------        -----------
          Net Cash Provided (Used) by Operating Activities                 93,635           (613,950)
                                                                      -----------        -----------
Cash Flows From Investing Activities:
  Capital expenditures                                                     (8,450)           (92,582)
  Cash acquired with acquisition                                               --             72,819
  Investment in subsidiary                                                     --           (508,350)
                                                                      -----------        -----------
          Net Cash Used by Investing Activities:                           (8,450)          (528,113)
                                                                      -----------        -----------

Cash Flows From Financing Activities:
  Advances from related parties                                                --          1,317,450
  Decrease in revolving line of credit                                   (165,218)                --
  Proceeds from sale of common stock                                      113,500                 --
  Payments on long-term debt                                              (12,666)            (7,066)
  Payments to related parties                                              (3,379)           (18,265)
                                                                      -----------        -----------
          Net Cash Provided (Used) by Financing Activities                (67,763)         1,292,119
                                                                      -----------        -----------

Increase (decrease) in Cash and Cash Equivalents                           17,422            150,056
Cash and Cash Equivalents, Beginning of Period                             14,259             34,299
                                                                      -----------        -----------

Cash and Cash Equivalents, End of Period                              $    31,681        $   184,355
                                                                      ===========        ===========
</TABLE>

           SEE THE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.

                                       4
<PAGE>
                              SOLPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE SIX MONTHS ENDED
               SEPTEMBER 30, 2001 (UNAUDITED) AND 2000 (UNAUDITED)
                                   (CONTINUED)



Supplemental Information:                                    2001         2000
                                                           --------     --------
Cash Paid For:
  Interest                                                 $  7,143     $  1,179
  Income taxes                                             $  2,191     $     --

Non-cash Investing and Financing:
  Issuance of  common shares for settlement costs          $     --     $ 75,350


  Issuance of  common shares for conversion of debt        $  4,839     $203,500

  Issuance of common shares for equipment                  $  5,040     $ 35,000

  Issuance of warrants pursuant to debt agreements         $ 84,250     $ 80,000

  Amortized discounted loan interest                       $  6,467     $     --

  Issuance of common shares pursuant to stock grant        $  6,650     $     --

  Other                                                    $   (235)    $     --

  Issuance of common stock pursuant to employment
  agreements                                               $     --     $ 70,058

  Issuance of common stock for purchase of formula         $  5,040     $     --


           SEE THE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.

                                       5
<PAGE>
                              SOLPOWER CORPORATION
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                            FOR THE SIX MONTHS ENDED
                         SEPTEMBER 30, 2001 (UNAUDITED)

<TABLE>
<CAPTION>
                                                            ADDITIONAL     COMMON                      CUMULATIVE
                                  COMMON        STOCK        PAID IN       STOCK        ACCUMULATED    TRANSLATION
                                  SHARES        AMOUNT       CAPITAL     SUBSCRIBED       DEFICIT        ACCOUNT         TOTAL
                                ----------   -----------   -----------   -----------    -----------    -----------    -----------
<S>                             <C>          <C>           <C>           <C>            <C>            <C>            <C>
Balance, March 31, 2001         31,255,064   $   312,551   $10,120,179   $   256,000    $(9,182,640)   $    (6,157)   $ 1,499,933

Conversion of debt to equity        19,355           194         4,645            --             --             --          4,839
Common stock subscribed                 --            --            --       197,750             --             --        197,750
Issuance of common stock
  subscribed                     1,567,500        15,675       438,075      (453,750)            --             --             --
Common stock issued for
  purchase of formula               40,000           400         4,640            --             --             --          5,040
Common stock issued for
  services                          50,000           500         6,150            --             --             --          6,650
Change in cumulative
  translation account                   --            --            --            --             --          4,156          4,156
Loss, period ended September
  30, 2001                              --            --            --            --       (805,183)            --       (805,183)
                                ----------   -----------   -----------   -----------    -----------    -----------    -----------
Balance, September 30, 2001
  (unaudited)                   32,931,919   $   329,320   $10,573,689   $        --    $(9,987,823)   $    (2,001)   $   913,185
</TABLE>

           SEE THE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.

                                       6
<PAGE>
                              SOLPOWER CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                  FOR THE SIX MONTHS ENDING SEPTEMBER 30, 2001

NOTE 1 - BASIS OF PREPARATION

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and Article 10 of Regulation S-X. These statements do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
six-month period ended September 30, 2001 are not necessarily  indicative of the
results that may be expected for the year ended March 31,  2002.  The  unaudited
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and footnotes thereto for the year ended March
31, 2001 included in the Company's report on Form 10-KSB.

NOTE 2 - NEW ACCOUNTING PRONOUNCEMENTS

In June 2001 the Financial  Accounting  Standards Board adopted Opinion No. 141,
Business Combinations,  and Opinion No. 142, Goodwill and Other Intangibles. The
pronouncements  provide  for  the  cessation  of the of the  pooling  method  of
accounting  for business  combinations  as well as providing  that  goodwill and
other intangible  assets that have indefinite useful lives will not be amortized
but rather will be tested at least annually for impairment.  The Company has yet
to determine the effect, if any, the adoption of these financial  standards will
have on the financial  statements.  The effective dates for Financial Accounting
Standards Nos. 141 and 142 are July 1, 2001 and for fiscal years beginning after
December 15, 2001, respectively.

NOTE 3 - GOING CONCERN

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles, which contemplates continuation of the
Company as a going  concern.  However,  the  Company has  sustained  significant
losses  from  operations  and has a working  capital  deficit  of  approximately
$520,000 as of September 30, 2001.

The above  conditions  indicate  that the  Company  may be unable to continue in
existence.  The financial  statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts,  or the amounts
and  classification of liabilities that might be necessary should the Company be
unable to continue in existence.

                                       7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

     Except  for  historical   information   contained  herein,   the  following
discussion   contains   forward-looking   statements   that  involve  risks  and
uncertainties.  Such forward-looking statements include, but are not limited to,
statements  regarding  future  events,  our  plans and  expectations,  financial
projections  and  performance and acceptance of our products and services in the
marketplace.  Our actual results could differ  materially  from those  discussed
herein.  Factors that could cause or contribute to such differences include, but
are not  limited  to,  those  discussed  elsewhere  in  this  Form  10-QSB/A  or
incorporated  herein by reference.  See "FACTORS  AFFECTING FUTURE  PERFORMANCE"
below.

RESULTS OF OPERATIONS

SIX MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO SIX MONTHS ENDED
SEPTEMBER 30, 2000

     Revenues for the six months ended  September  30, 2001 were  $1,755,019  as
compared to $313,082 for the six months ended  September 30, 2000.  The increase
resulted  from  increased  fuel  additive  sales  primarily  in new  markets  of
approximately  $189,000 and increased sales of our  subsidiary's  refrigerant of
approximately $1,233,000 for the six months ending September 30, 2001.

     Cost of sales as a percentage of revenues  increased from 78.3% for the six
months ended  September 30, 2000 to 81.6% for the six months ended September 30,
2001. This increase is primarily  attributable to the refrigerant sales included
in the six months ended  September 30, 2001 that were only present for one month
in the period ending September 30, 2000.

     General and  administrative  costs were $1,015,841 for the six months ended
September 30, 2001  compared to $878,108 for the six months ended  September 30,
2000. The increase of $137,733 or 15.7% includes our subsidiary's administrative
costs of  $264,192  and  amortization  of goodwill of $36,294 for the six months
ended  September  30,  2001.  These costs were only present for one month in the
period ended September 30, 2000.

     Interest expense increased from $103,843 for the six months ended September
30, 2000 to $134,743 for the six months ended  September 30, 2001.  The increase
is comprised of a $84,250 non-cash charge related to our stock placements.

     We  experienced  a net loss of $805,183 for the six months ended  September
30,  2001 as  compared  with a net loss of  $957,963  for the six  months  ended
September 30, 2000. The 16% decrease was due to increased  sales and a reduction
in  administrative  expenses as a percentage  of sales and other  administrative
cost efficiencies.

THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2000

     Revenues  for the three months ended  September  30, 2001 were  $531,785 as
compared to $191,743 for the three months ended September 30, 2000. The increase
resulted  from  increased  fuel  additive  sales  primarily  in new  markets  of

                                       8
<PAGE>
approximately  $84,000 and increased  sales of our  subsidiary's  refrigerant of
approximately $256,000 for the three months ending September 30, 2001.

     Cost of sales as a  percentage  of  revenues  increased  from 79.6% for the
three  months  ended  September  30,  2000 to 98.4% for the three  months  ended
September 30, 2001.  This increase is primarily  attributable  to an increase in
the  refrigerant  cost of sales included in the three months ended September 30,
2001 as compared to the  refrigerant  cost of sales present for one month in the
three month period ending September 30, 2000.

     General and  administrative  costs were $531,781 for the three months ended
September 30, 2001 compared to $490,354 for the three months ended September 30,
2000. The increase of $41,427 or 8.4% is not indicative of  administrative  cost
reductions that have been implemented.  The general and administrative costs for
the three months ended  September  30, 2001 include three months costs of our of
subsidiary amounting to $133,831 as compared to one months  administration costs
of $37,090 included in the three months ended September 30, 2000.

     Interest  expense  decreased  $44,883,  or 51% for the three  months  ended
September  30, 2001 as compared to the three  months ended  September  30, 2000.
This  decrease  is  due  to  a  $80,000   non-cash  charge  resulting  from  the
Black-Scholes  option  pricing  model  applied  to the  warrant  issued  to PICO
Holdings, Inc. in the three month period ended September 30, 2000.

     We experienced a net loss of $471,202 for the three months ended  September
30, 2001 as  compared  with a net loss of $531,691  for the three  months  ended
September 30, 2000. The 11.4%  decrease was due to increased  sales, a reduction
in  administrative  personnel  and  other  administrative   efficiencies  and  a
provision for a refund of income taxes on our subsidiary operations.

LIQUIDITY AND CAPITAL RESOURCES

     At  September  30,  2001,  we had cash and cash  equivalents  of $31,681 as
compared to $184,355 at September  30, 2000.  Cash  provided by  operations  was
$93,635 for the six months  ending  September  30, 2001, as compared to $613,950
utilized by operations for the  comparative  prior year period.  The decrease of
$707,585 of cash utilized in operations was primarily  attributable to increased
sales.

     We utilized  $8,450 cash in investing  activities  for the six months ended
September  30, 2001 as compared to $528,113 for the six months  ended  September
30, 2001.

     Cash flow utilized in financing  activities  was $67,763 for the six months
ended  September 30, 2001 compared to  $1,292,119  of cash flow  generated  from
financing  activities  during the six months ended  September 30, 2000. The cash
flow generated for the three months ended September 30, 2000 was attributable to
advances from related parties.

     As we move towards  break-even and  profitability we anticipate that future
liquidity  needs for  product  production  and  operations  will be met  through
increased product sales supplemented by equity and debt financings.

                                       9
<PAGE>
FACTORS AFFECTING FUTURE PERFORMANCE

     Except for  historical  information  contained  herein,  this Form 10-QSB/A
contains  express or implied  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange Act of 1934. We intend that such forward-looking  statements be subject
to the sale harbors created thereby. We may make written or oral forward-looking
statements  from  time to time in  filings  with  the SEC,  in  press  releases,
quarterly  conference  calls or  otherwise.  The  words  "BELIEVES,"  "EXPECTS,"
"ANTICIPATES,"  "INTENDS,"  "FORECASTS,"  "PROJECTS,"  "PLANS,"  "ESTIMATES" and
similar expressions identify forward-looking statements. Such statements reflect
our current  views with respect to future events and  financial  performance  or
operations and speak only as of the date the statements are made.

     Forward-looking  statements involve risks and uncertainties and readers are
cautioned not to place undue reliance on forward-looking  statements. Our actual
results  may  differ  materially  from such  statements.  Factors  that cause or
contribute to such differences  include, but are not limited to, those discussed
elsewhere in this Form  10-QSB/A.  Additional  factors are also discussed in our
most  recent  Form  10-KSB,  including  those in the  Notes to the  Consolidated
Financial Statements and in the "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS" and "DESCRIPTION OF BUSINESS - FACTORS AFFECTING FUTURE PERFORMANCE"
sections of which are incorporated herein by reference.

     Although we believe that the  assumptions  underlying  the  forward-looking
statements are reasonable,  any of the assumptions  could prove  inaccurate and,
therefore,  there can be no  assurance  that the  results  contemplated  in such
forward-looking   statements   will  be   realized.   The   inclusion   of  such
forward-looking  information should not be regarded as a representation that the
future events, plans or expectations contemplated will be achieved. We undertake
no  obligation  to  publicly  update,   review  or  revise  any  forward-looking
statements  to reflect any change in our  expectations  or any change in events,
conditions or  circumstances on which any such statements are based. Our filings
with the SEC, including our Form 10-KSB referenced above, may be accessed at the
SEC's Web site, www.sec.gov.

                                     PART II
                                OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES

     During the period ended  September 30, 2001, we sold an additional  217,500
units under a private placement  offering  commencing January 31, 2001. Prior to
June 30, 2001, we had sold 1,350,000 units.  Each unit consisted of one share of
common  stock and a warrant to purchase  one share of stock at $0.20.  Each unit
was sold at $0.20.  The units were  offered in  reliance on the  exemption  from
registration  provided under  Regulation D as  promulgated  under the Securities
Act.

     On August 8, 2001, we issued 19,355  restricted  shares of our common stock
to Renshaw  Travel  Ltd.  for  cancellation  of $4,839 of debt.  The shares were
issued in reliance on the exemption from  registration  provided by Section 4(2)
of the Securities Act.

     On August 28, 2001,  we issued 40,000 shares of our common stock to Stephen
J.  Kraynak  for the  acquisition  of the formula  and  know-how  for the enzyme
product known as petroKLEAN. The shares were issued in reliance on the exemption
from registration provided by Section 4(2) of the Securities Act.

                                       10
<PAGE>
     On August 28, 2001, we issued 50,000 shares of our common stock to James W.
Flowers  pursuant  to a stock  grant made on August 24,  2000.  The shares  were
issued in reliance on the exemption from  registration  provided by Section 4(2)
of the Securities Act.

ITEM 6. EXHIBITS

     10.39(1)  Agreement for Sale of Formula and Know-How between
               Stephen J. Kraynak and Solpower Corporation dated
               August 28, 2001.

----------
(1)  INCORPORATED  BY REFERENCE FROM SOLPOWER'S FORM 10-QSB FOR THE PERIOD ENDED
     SEPTEMBER 30, 2001 AS FILED WITH THE SECURITIES AND EXCHANGE  COMMISSION ON
     NOVEMBER 23, 2001.


                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed by the undersigned, thereunto duly authorized.


                                         SOLPOWER CORPORATION
                                         (Registrant)


Dated: December 10, 2001                 By /s/ James H. Hirst
                                            ------------------------------------
                                            James H. Hirst
                                            Chief Executive Officer

                                       11