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                     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, 1998

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

    For the transition period from _____________ to _______________

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                        Commission File Number 001-14439
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                              SOLPOWER CORPORATION
        (Exact name of small business issuer as specified in its charter)

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

                       7309 East Stetson Drive, Suite 102
                            Scottsdale, Arizona 85251
                    (Address of principal executive offices)

                                 (602) 947-6366
                           (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  23,391,560  shares of common stock,  par value $.01, as of September
30, 1998.

     Transitional Small Business Disclosure Format (check one):

Yes  [ ]   No  [X]

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<PAGE>
                              SOLPOWER CORPORATION
                          INDEX TO FORM 10-QSB/A FILING
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1998

                                TABLE OF CONTENTS
                                                                     PAGE NUMBER

                                     PART I
                              FINANCIAL INFORMATION

Item 1. Financial Statements.................................................. 3
        Balance Sheet
        September 30, 1998 (unaudited) and March 31, 1998..................... 3
        Statements of Operations
        Three Months and Six Months Ended September 30, 1998 (unaudited)...... 4
        Statement of Cash Flows
        Six Months Ended September 30, 1998 (unaudited) and 1997 (unaudited).. 5
        Notes to the Financial Statements..................................... 6

Item 2. Management's Discussion and Analysis of Financial Condition and
         Results of Operations................................................ 7

                                    PART II.
                                OTHER INFORMATION

None

SIGNATURES.................................................................... 9


                                      -2-
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                              SOLPOWER CORPORATION

                                  BALANCE SHEET

                                              Six Months Ended
                                             September 30, 1998    Year Ended
                                                (Unaudited)       March 31, 1998
                                                -----------       --------------
                                     ASSETS
Current Assets
 Cash                                             $    47,816       $   183,842
 Inventory                                             91,445           101,906
 License Fee Receivable                             4,600,987         2,160,000
 Stock Subscription Receivable                        100,000           600,000
 Prepaid Expenses                                          --             2,917
                                                  -----------       -----------
Total Current Assets                                4,840,248         3,048,665
Property and Equipment, Net                           238,683           131,942
Other Assets
 Marketing Rights                                   2,548,333           358,333
 Security Deposits                                     14,422            14,422
                                                  -----------       -----------
Total Other Assets                                  2,562,755           372,755
                                                  -----------       -----------
Total Assets                                      $ 7,641,686       $ 3,553,362
                                                  ===========       ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
 Accounts Payable                                 $        --       $     2,432
 Capital Lease Obligation, Current Portion              2,459             4,575
 Income Taxes Payable                                      --                --
                                                  -----------       -----------
Total Liabilities                                       2,459             7,007
Long Term Liabilities
 Capital Lease Obligation, Non-current Portion    $     5,167             5,167
 Advances Payable, Related Party                      240,901            39,725
 Deferred Revenues                                  4,560,000         2,160,000
                                                  -----------       -----------
Total Long Term Liabilities                         4,806,068         2,204,892
                                                  -----------       -----------
Total Liabilities                                   4,808,527         2,211,899
                                                  -----------       -----------
Commitments and Contingencies
Stockholders' Equity
 Preferred Stock; $0.001 Par Value, 5,000,000
   Authorized; Issued and Outstanding, NONE              NONE              NONE
 Common Stock; $0.01 Par Value, 30,000,000
   Authorized; Issued and Outstanding, 23,391,560
   Shares at September 30, 1998 and 17,391,560
   Shares at March 31, 1998                           233,916           173,916
 Additional Paid In Capital                         6,560,904         4,220,904
   Less: Subscription Receivable                     (300,000)         (400,000)
 Accumulated Profits (Deficit)                     (3,661,661)       (2,653,357)
                                                  -----------       -----------
Total Stockholders' Equity                          2,833,159         1,341,463
                                                  -----------       -----------
Total Liabilities and Stockholders' Equity        $ 7,641,686       $ 3,553,362
                                                  ===========       ===========

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                      -3-
<PAGE>
                              SOLPOWER CORPORATION

                             STATEMENT OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                          Six Months Ended              Three Months Ended
                                            September 30,                  September 30,
                                      --------------------------    --------------------------
                                          1998           1997          1998           1997
                                          ----           ----          ----           ----
<S>                                  <C>            <C>            <C>            <C>
Revenues                              $    45,307    $        --    $    19,505    $        --

Expenses
  General and Administrative            1,054,875        140,838        596,096         59,142
                                      -----------    -----------    -----------    -----------

Operating Income (Loss)                (1,009,568)      (140,838)      (576,591)       (59,142)

Other Income (Expense)
  Interest Income                           2,189             --          1,880             --
  Interest Expense                           (925)            --           (463)            --
                                      -----------    -----------    -----------    -----------
Total Other Income (Expense)                1,264             --          1,417             --
                                      -----------    -----------    -----------    -----------
Net Income (Loss) Before Provision
 for Income Taxes                      (1,008,304)      (140,838)      (575,174)       (59,142)

Provision for Income Taxes                     --             --             --             --

Net Income (Loss) Available to
 Common Shareholders                  $(1,008,304)   $  (140,838)   $  (575,174)   $   (59,142)
                                      ===========    ===========    ===========    ===========
Net Income (Loss) Per Common Share
 Equivalents                          $     (0.05)   $     (0.01)   $     (0.02)   $    (0.005)
                                      ===========    ===========    ===========    ===========
Weighted Number of Common Shares and
Common Share Equivalents Outstanding   19,391,560     11,311,560     19,391,560     11,311,560
                                      ===========    ===========    ===========    ===========
</TABLE>

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                      -4-
<PAGE>
                              SOLPOWER CORPORATION

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                           Six Months Ended
                                                             September 30,
                                                       ------------------------
                                                          1998           1997
                                                          ----           ----
Cash Flows From Operating Activities:
 Net Income (Loss)                                     $(1,008,304)   $(140,838)
 Adjustments to Reconcile Net Income (Loss) to Net
 Cash Provided by (Used in) Operating Activities:
  Depreciation and Amortization                            223,739       54,154
  Other Non--Cash Items                                         --      520,000
  Changes in Assets and Liabilities:
   (Increase) Decrease in Accounts Receivable              (43,228)          --
   (Increase) Decrease in License Fee Receivable        (2,397,761)          --
   (Increase) Decrease in Inventory`                        10,461           --
   (Increase) Decrease in Prepaid Expenses                   2,917           --
   (Increase) Decrease in Security Deposits                     --      (15,260)
   Increase (Decrease) in Accounts Payable                  (2,432)          --
   Increase (Decrease) in Deferred Revenues              2,400,000           --
                                                       -----------    ---------
 Total Adjustments                                         193,696      558,894
                                                       -----------    ---------
Net Cash Provided by (Used in) Operating Activities       (814,608)     418,056
Cash Flows From Investing Activities:
  Capital Expenditures                                    (120,480)     (17,024)
                                                       -----------    ---------
Net Cash Flows Used In Investing Activities               (120,480)     (17,024)

Cash Flows From Financing Activities:
  Proceeds From Issuance of Common Stock                   600,000           --
  Capital Lease Obligations                                 (2,116)      15,172
  Net Advances (Repayments) from Stockholders              201,178     (413,858)
                                                       -----------    ---------
Net Cash Provided by (Used In) Financing Activities        799,062     (398,686)
Increase (Decrease) in Cash and Cash Equivalents          (136,026)       2,346
Cash and Cash Equivalents Beginning of Period              183,842          437
                                                       -----------    ---------
Cash and Cash Equivalents End of Period                $    47,816    $   2,783
                                                       ===========    =========
Supplemental Information:
Cash Paid For:
  Interest                                             $       925    $      --
                                                       ===========    =========
  Income Taxes                                         $        --    $      --
                                                       ===========    =========
Non--Cash Investing and Financing:
  Issuance of Common Stock for Marketing Rights
    (Note 2)                                           $ 2,400,000    $      --
                                                       ===========    =========
  Issuance of Common Stock in Exchange for
  Cancellation of a Portion of Advances Payable        $        --    $ 520,000
                                                       ===========    =========

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<PAGE>
                        NOTES TO THE FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PREPARATION

The accompanying  unaudited condensed 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 three and six
month periods ended  September  30, 1998 are not  necessarily  indicative of the
results that may be expected for the year ended March 31,  1999.  The  unaudited
condensed financial  statements should be read in conjunction with the financial
statements  and footnotes  thereto for the year ended March 31, 1998 included in
the Company's report on Form 10-SB.

NOTE 2 - MARKETING RIGHTS

On June 17, 1998,  the Company issued  6,000,000  shares of common stock at $.40
per share,  or  $2,400,000 in exchange for the  exclusive  North America  sales,
distribution,  marketing and  manufacturing  rights for SP34E,  a direct drop-in
replacement  refrigerant  gas for R-12 and R-134a.  The  Company  also will make
royalty payments of $2.25 per kilogram of SP34E sold.


                                      -6-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

                 SIX MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO
                       SIX MONTHS ENDED SEPTEMBER 30, 1997

Revenues for the six months ended September 30, 1998 were $45,307 as compared to
no revenues for the six months ended September 30, 1997.  Revenues represent the
commencement of sales of the product Soltron(TM) through its corporate territory
as well as to its licensees.

On June 30, 1998 the Company had entered into licensing  agreements with Houston
Mercantile  Exchange,  Inc.  ("HME")  which  provided for the  exclusive use and
distribution  by HME of the  Company's  product  Soltron in the South and Mexico
Territories.  The license fee was  $1,800,000  and $600,000,  respectively.  HME
signed  promissory  notes for the amounts  outstanding,  with the notes  bearing
interest at one half percent (0.5%) on the unpaid  principal  balance,  with all
unpaid  principal  and interest due on or before June 30, 2000.  The licensee is
required  to pay the  Company  the  greater of the amount  payable per a payment
schedule in the agreements or the product of $5.50 times the number of liters of
concentrate  shipped by the  Company  to the  licensee  during  the  immediately
preceding calendar month.

General and Administrative  expenses were $1,054,875 during the six months ended
September 30, 1998 as compared to $140,838 during the six months ended September
30,  1997.  The  increase in expenses  was  related to the  organization  of the
corporate  offices and business plan;  organization  and production of licensing
agreements and related materials;  identification and qualification of territory
licensees;  permitting and equipping the Phoenix production  facility;  locating
and leasing the Elkhart  production  facility;  financing and investor relations
activities; and requisite trademark and product registration.

Cash flow of $801,178 was provided from  shareholder  advances and the placement
of the  Company's  stock  as  compared  to  $520,000  for the six  months  ended
September 30, 1997 which resulted from shareholder advances.

The  Company  experienced  a net loss of  $1,008,304  for the six  months  ended
September  30, 1998 compared to an after tax loss of $140,838 for the six months
ended  September 30, 1997, at which point in time, the Company was in a start up
phase with no revenues or licensees in place.

                THREE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO
                      THREE MONTHS ENDED SEPTEMBER 30, 1997

Revenues for the three months ended September 30, 1998 were $19,505  compared to
no revenues  for the three months ended  September  30, 1997,  at which point in
time the Company was still in its start up phase and had no licensees or product
available for sale.

General and  administrative  expenses for the quarter  ended  September 30, 1998
were  $596,096 as compared to $59,142 for the quarter  ended  September 30, 1997
during the start up phase of the  Company.  The  utilization  of cash  resources
continued  during the quarter ended  September 30, 1998, in the Company's  major
activity of permitting and equipping the Phoenix production  facility;  locating
and leasing the Elkhart facility;  financing and investor relations  activities;
organization and production of licensing  agreements and related materials;  and
identification and qualification of territory licensees.

                                      -7-
<PAGE>
The net loss for the quarter  ended  September  30, 1998 was $575,174 or $(0.02)
per share  compared to a loss of $59,142 or  $(0.005)  per share for the quarter
ended September 30, 1997 being the start up phase of the Company.

During  the  remainder  of the 1999  fiscal  year the  Company  will  pursue the
identification of potential Territory  Licensees for the remaining  territories;
completion   of  the  Phoenix  and  Elkhart   production   facilities   and  the
implementation of appropriate  marketing  strategies to gain market  penetration
and acceptance of its products.

LIQUIDITY AND CAPITAL RESOURCES

The Company  anticipates  future liquidity needs will continue to be met through
equity  and debt  financings  primarily  from its  major  shareholder,  Dominion
Capital,  Pty Ltd.,  until such time as cash flow from operations are sufficient
to  meet  the  Company's  capital   requirements  for  product   production  and
operations.

                           PART II. OTHER INFORMATION

None.

                                      -8-
<PAGE>
                                   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: March 8, 1999                  By /s/ James H. Hirst
                                         --------------------------------------
                                         James H. Hirst, Chief Executive Officer


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