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

                              --------------------

                                   FORM 10-QSB
                              --------------------


                                   (Mark One)
               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005

                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 (IRS Employer Identification No.)
                         incorporation or organization)
                       11555 Heron Bay Boulevard Suite 200
                             Coral Springs, FL 33076
                    (Address of principal executive offices)

                                  (954)603-0520
                           (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 69,309,727 shares of common stock, par value $0.01, as of June
30, 2005.

Transitional Small Business Disclosure Format (check one):

                  Yes                       No       X
                      --------------           ---------------




<PAGE>

                              SOLPOWER CORPORATION
                           INDEX TO FORM 10-QSB FILING
                       FOR THE QUARTER ENDED JUNE 30, 2005

                                TABLE OF CONTENTS

                                     PART I
                              FINANCIAL INFORMATION
<TABLE>
<CAPTION>
                                                                                                                          Page

<S>  <C>                                                                                                                    <C>
Item 1.  Financial Statements............................................................................................   2
         Consolidated Balance Sheets
                  June 30, 2005 (Unaudited) and March 31, 2005...........................................................   2
         Consolidated Statements of Operations
                  For the Three Months Ended June 30, 2005 (Unaudited) and 2004 (Unaudited)..............................   3
         Consolidated Statements of Comprehensive Income (Loss)
                  For the Three Months Ended June 30, 2005 (Unaudited) and 2004 (Unaudited)..............................   4
         Consolidated Statement of Stockholders' Deficit
                  For the Three Months Ended June 30, 2005 (Unaudited)...................................................   5
         Consolidated Statements of Cash Flows
                  For the Three Months Ended June 30, 2005 (Unaudited) and 2004 (Unaudited)..............................   6
         Notes to the Consolidated Financial Statements..................................................................   8

Item 2. Management's Discussion and Analysis and Plan of Operations .....................................................   15

Item 3. Controls and Procedures .........................................................................................   21


                                     PART II
                                OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds.......................................................................   21

Item 4.  Submission of Matters to a Vote of Security Holders ............................................................   21

Item 6. Exhibits.........................................................................................................   21

SIGNATURES ..............................................................................................................   22

CERTIFICATIONS ..........................................................................................................   23
</TABLE>
                                       1
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS
                              SOLPOWER CORPORATION
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>



                                     ASSETS
                                                                         June 30, 2005           March 31,
                                                                          (Unaudited)              2005
                                                                        ---------------      --------------

<S>                                                                            <C>                  <C>
 Current Assets:
     Cash and cash equivalent                                           $      141,513       $      97,371
     Accounts receivable                                                        67,788             228,214
     Inventory                                                                  86,061              97,260
     Prepaid expenses                                                           46,617              63,686
                                                                        ---------------      --------------
            Total Current Assets                                               341,979             486,531

Property and Equipment, net                                                     50,282              52,186

Other Assets:
     Deposit                                                                       350                 750
     Intangibles, net                                                            2,689               2,821
     Goodwill                                                                   75,291              75,291
                                                                        ---------------      --------------
                                                                        $      470,591       $     617,579
                                                                        ===============      ==============



                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
     Current portion of long-term debt                                  $       10,273       $      16,888
     Customer advances                                                         404,578             287,253
     Accounts payable - trade                                                  244,547             334,417
                      - related party                                          225,924             227,556
     Accrued expenses                                                          176,605             249,587
                                                                        ---------------      --------------
                  Total Current Liabilities                                  1,061,927           1,115,701
                                                                        ---------------      --------------

Commitments and Contingencies

Stockholders' Deficit:
     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 69,309,727
           shares                                                              693,097             693,097
     Additional Paid in Capital                                             12,293,125          12,293,125
     Common stock subscribed                                                     5,500                   -
     Accumulated deficit                                                   (13,585,600)        (13,486,767)
     Foreign currency translation adjustment                                     2,542               2,423
                                                                        ---------------      --------------
                  Total Stockholders' Deficit                                 (591,336)           (498,122)
                                                                        ---------------      --------------
                                                                        $      470,591        $    617,579
                                                                        ===============     ===============
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       2
<PAGE>
                              SOLPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                               Three Months Ended
                                                                                    June 30,
                                                                             2005               2004
                                                                       ----------------   ----------------
Revenues:
<S>                                                                          <C>                <C>
     Fuel additive                                                     $        43,702    $        61,218
     Refrigerant                                                                73,668             76,119
                                                                       ----------------   ----------------

         Total Revenues                                                        117,370            137,337
                                                                       ----------------   ----------------

Cost of Sales:
      Fuel additive                                                             22,378             22,203
      Refrigerant                                                               38,764             34,930
                                                                       ----------------   ----------------
                                                                                61,142             57,133
                                                                       ----------------   ----------------

Gross Profit                                                                    56,228             80,204

Expenses:
     General and administrative                                                154,705            208,265
                                                                       ----------------   ----------------

Operating (Loss)                                                              (98,477)           (128,061)
                                                                       ----------------   ----------------

Other Income (Expense):
     Interest income                                                              165                  12
     Expense associated with extended warrants                                      -             (78,350)
     Expense associated with issuance of call options                               -             (63,000)
     Interest expense                                                            (521)             (7,115)
                                                                       ----------------   ----------------
           Total Other Income (Expense)                                          (356)           (148,453)
                                                                       ----------------   ----------------

Net (Loss) Before Provision for Income Taxes                                   (98,833)          (276,514)

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

Net Loss                                                               $       (98,833)   $      (276,514)
                                                                       ================   ================


Basic and Diluted Loss Per Share                                       $         (0.00)   $         (0.00)
                                                                       ================   ================

Weighted Average Number
    of Common Shares Outstanding                                            69,309,727         54,118,720
                                                                       ================   ================
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       3
<PAGE>
                              SOLPOWER CORPORATION
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                               For the Three Months Ended
                                                                                        June 30,
                                                                               2005                2004
                                                                         --------------     --------------

<S>                                                                           <C>                <C>
Net (Loss)                                                               $     (98,833)     $    (276,514)

Other Comprehensive Income (Loss), Net of Tax:
   Foreign currency translation adjustment                                         119               (520)
                                                                         --------------     --------------

Comprehensive Loss                                                       $     (98,714)     $    (277,034)
                                                                         ==============     ==============
</TABLE>



              The accompanying notes are an integral part of these
                       consolidated financial statements.



                                       4
<PAGE>

                              SOLPOWER CORPORATION
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                    FOR THE THREE MONTHS ENDED JUNE 30, 2005
                                   (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, 2005     69,309,727  $    693,097  $   12,293,125  $          -   $  (13,486,767) $       2,423    $    (498,122)

Change in cumulative
 translation account                 -             -               -             -                -            119             119

Common stock
 subscriptions received              -             -               -         5,500                -              -           5,500

Loss for the three months
 ended June 30, 2005
 (Unaudited)                         -             -               -             -          (98,833)             -          (98,833)
                            ----------- ------------- --------------- ------------- ---------------- --------------   --------------
Balance, June 30, 2005
 (Unaudited)                69,309,727  $    693,097  $   12,293,125  $      5,500  $   (13,585,600) $       2,542    $    (591,336)
                           ============ ============= =============== ============= ================ ==============   ==============
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.



                                       5
<PAGE>
                              SOLPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>



                                                                                Three Months Ended June 30,
                                                                             2005                    2004
                                                                      -----------------       -----------------
<S>                                                                            <C>                      <C>
Cash Flows From Operating Activities:
      Net (loss)                                                      $        (98,833)            $  (276,514)

       Adjustments to reconcile net loss to net cash used by operating
       activities:
          Depreciation and amortization                                          2,226                   1,505
          Non-cash transactions                                                      -                 269,350
          Changes in operating assets and liabilities:
             Accounts receivable                                               160,426                  65,692
             Subscriptions receivable                                                -                 (19,800)
             Inventory                                                          11,199                  20,637
             Prepaid expenses                                                   17,069                 (88,761)
             Deposit                                                               400                    (400)
             Accounts payable - trade                                          (89,870)                (36,587)
                              - related parties                                 (1,632)                (30,107)
             Accrued interest - related party                                        -                   5,876
             Accrued expenses                                                  (72,982)                (11,598)
                                                                      -----------------       -----------------
                   Net Cash (Used) by Operating Activities                     (71,997)               (100,707)
                                                                      -----------------       -----------------

Cash Flows from Investing Activities:
        Intangibles                                                                 42                       -
        Capital transactions                                                      (232)                  3,108
                                                                      -----------------       -----------------
                   Net Cash Provided (Used) by Investing Activities:              (190)                  3,108
                                                                      -----------------       -----------------

Cash Flows from Financing Activities:
     Proceeds from common stock sold                                                 -                  91,000
     Proceeds from call option receivable                                            -                  15,000
     Proceeds from common stock subscriptions                                    5,500                       -
     Net advances from customer                                                117,325                  32,123
     Payments on installment notes payable                                      (6,615)                 (9,886)
                                                                      -----------------       -----------------
                   Net Cash Provided by Financing Activities                   116,210                 128,237
                                                                      -----------------       -----------------

Effect of Exchange Rate on Cash                                                    119                    (520)
                                                                      -----------------       -----------------

Increase  in Cash and Cash Equivalents                                          44,142                  30,118

Cash and Cash Equivalents, Beginning of Period                                  97,371                  96,487
                                                                      -----------------       -----------------

Cash and Cash Equivalents, End of Period                              $        141,513        $        126,605
                                                                      =================       =================

</TABLE>
                 The accompanying notes are an integral part of
                           these financial statements


                                       6
<PAGE>




Supplemental Information
-------------------------
<TABLE>
<CAPTION>

Cash Paid For:
<S>                                                        <C>                <C>
     Interest                                          $        -         $         -
                                                       ==========         ===========

     Income Taxes                                      $        -         $         -
                                                       ==========         ===========

Non-Cash Investing and Financing:
   Issuance of common stock for services               $        -         $   100,000
                                                       ==========         ===========


   Issuance of common stock for debt                   $        -         $    24,000
                                                       ==========         ===========

   Cost associated with extending warrants             $        -         $    78,350
                                                       ==========         ===========

   Stock-based compensation                            $        -         $     4,000
                                                       ==========         ===========

   Cost associated with options issued                 $        -         $    63,000
                                                       ==========         ===========
</TABLE>


                 The accompanying notes are an integral part of
                          these financial statements.



                                       7
<PAGE>



                              SOLPOWER CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                    THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (UNAUDITED)


NOTE 1 - ORGANIZATION, OPERATIONS, BASIS OF PRESENTATION AND MANAGEMENT PLANS

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 $.25 par value. On July 22, 1996, the Company changed its
legal domicile to the State of Nevada. On November 22, 1997, the Company
restated the articles of incorporation, changing its name to Solpower
Corporation and changing its preferred stock par value to one-tenth of one cent
($.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.

Nature of Operations

The principal business purpose of the Company is the sales and distribution of
Soltron(R), a fuel-enhancing product and SP34ETM, a replacement refrigerant, and
other environmentally friendly products throughout the world.

The Company has the exclusive worldwide sales, distribution, marketing and
manufacturing rights to the products, Soltron(R), a fuel-enhancing product and
to SP34ETM, SP22E-A, SP22E-B and SP22E-C, refrigerant gas products.

Acquisitions

During the year ended March 31, 2003, the Company acquired 100% of the
outstanding stock of Virtual Technologies (Australia) Pty Ltd. The subsidiary
was acquired by the issuance of 6,000,000 shares of restricted common stock by
the Company. This acquisition delivers the exclusive worldwide sales,
distribution, marketing and manufacturing rights to the products, SP34ETM,
SP22E-A, SP22E-B and SP22E-C, refrigerant gas products.

During the year ended March 31, 2003, the Company acquired the worldwide rights
to the product Soltron(R) by the issuance of 9,000,000 restricted shares of its
common stock. These rights include the exclusive worldwide sales, distribution,
marketing and manufacturing rights to the product, Soltron(R), a fuel-enhancing
product. In the year ended March 31, 2004, the value of these rights was deemed
impaired and the costs associated with these rights were written off. (See
Impairment of Long-Lived Assets)

Basis of Presentation, Going Concern, Management Plans

The unaudited interim consolidated financial statements of the Company included
herein have been prepared in accordance with generally accepted accounting
principles for interim financial information and in accordance with the
instructions for Form 10-QSB under the Security Exchange Act of 1934. 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-month period ended June 30, 2005 are not
necessarily indicative of the results that may be expected for the year ended
March 31, 2006. The unaudited consolidated financial statements should be read

                                       8
<PAGE>
in conjunction with the audited consolidated financial statements and footnotes
thereto for the fiscal year ended March 31, 2005 included in the Company's
Annual Report on Form 10-KSB, as filed with Securities and Exchange Commission.

The accompanying consolidated 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. The Company has historically experienced significant losses and
negative cash flows from operations. For the three-month period ended June 30,
2005, we had a net loss of $98,833. Operations have resulted in a deficiency in
working capital of approximately $720,000 and an accumulated deficit of
approximately $13,586,000 as of June 30, 2005.

During our fiscal years ended March 31, 2005 and 2004, and continuing during the
current fiscal year, the Company has been in the middle stages as a development
company seeking to find the complementary mix of products for future 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 enable it to cut
costs, increase the revenue stream and increase profits over the long range.
Although 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 the end users of these products.

During the fourth quarter of 2005 the Company intends to bring in additional new
executive management that has experience in business development, product line
development, background in distribution channels and development of strategic
business alliances. The Company anticipates exploring expansion of additional
product lines with environmentally friendly products with established
marketplaces and to accomplish these through mergers and acquisitions.

In mid-January 2005 the Company contracted the services of Mr. Robert Kohn to
review and formalize the short-term and long- range plans of the Company.
Beginning in April 2005, Mr. Kohn will act as Interim CEO for the Company,
review the Company's current business environment and develop a business plan to
move the Company into potential other profitable business segments and enhance
the performance of the current product mix.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated balance sheets of the Company at June 30, 2005 and March 31,
2005 include the accounts of Solpower Corporation and Virtual Technologies Pty
Ltd (Australia) ("Virtual"), a wholly owned Australian subsidiary. The
consolidated statement of operations for the three months ended June 30, 2005
and 2004 includes the activity of Solpower Corporation and Virtual. All
significant inter-company transactions and accounts have been eliminated in
consolidation.

Pervasiveness of Estimates

The preparation of the consolidated financial statements, in conformity with
generally accepted accounting principles in the United States, requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Fair Value of Financial Instruments

Accounts receivable, accounts and loans payable, customer deposits, line of
credit, and accrued liabilities are substantially current or bear reasonable
interest rates. As a result, the carrying values of these financial instruments
approximate fair value.

                                       9
<PAGE>
Revenue Recognition

Revenues from sales to distributors and resellers are recognized when related
products are shipped. Revenues from consignment sales are recognized when
payments are received. The Company had no consignment sales for the periods
presented.

Cash and Cash Equivalents

All short-term investments purchased with an original maturity of three months
or less are considered to be cash equivalents. Cash and cash equivalents include
cash on hand and amounts on deposit with a financial institution.

Accounts Receivable

The Company follows the allowance method of recognizing uncollectible accounts
receivable. The allowance method recognizes bad debt expense as a percentage of
accounts receivable based on a review of the individual accounts outstanding and
the Company's prior history of uncollectible accounts receivable. The Company
does not have a formal policy to charge interest on late payments of receivable
amounts.

Concentration of Credit Risk

The Company sells its products and extends credit to various customers based
upon their financial condition. Exposure to losses on accounts receivables is
principally dependent on each customer's financial condition. The Company
monitors its exposure for credit losses and maintains allowances for potential
losses when required.

During the quarter ended June 30, 2005, one customer accounted for 69% of the
Soltron(R) revenue. The customer referred to is a major distributor of
Soltron(R) product.

Inventory

Inventory at June 30, 2005 consists of the Soltron(R) fuel additive concentrate,
and is stated at the lower of cost or market using the first-in, first-out
(FIFO) method. The Company periodically reviews its inventory and makes
provisions for damaged or obsolete inventory, if necessary. No provision for
damaged or obsolete inventory has been included in the accompanying financial
statements.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided for on the
straight-line and declining balance methods over the estimated useful lives of
the assets. Ordinary maintenance and repairs that neither materially add to the
value of the property nor appreciably prolong its life are charged to expense as
incurred. Betterments or renewals are capitalized when incurred. When assets are
retired or disposed, the cost and accumulated depreciation are eliminated from
the account and any gain or loss is reflected in the statement of operations.

Estimated useful lives of the assets are as follows:
         Computer and Office Equipment                                 5 years
         Furniture                                                   5-7 years
         Vehicles                                                      5 years
         Plant Equipment                                             5-7 years

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes
in circumstances indicate the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future undiscounted net cash
flows expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeded the fair value of the assets. Assets to
be disposed of are reported at the lower of the carrying amount or fair value
less costs to sell.

                                       10
<PAGE>

During the year ended March 31, 2004, management determined that the costs
associated with the marketing licenses for Soltron(R) became impaired when sales
for this product line decreased substantially for the year ended March 31, 2004,
as compared to the sales for the previous year ended. Accordingly, the Company
wrote-off the balance associated with this license at March 31, 2004.

Goodwill

Goodwill represents the excess of the purchase price over the fair values of the
net assets acquired. On an ongoing basis, management reviews the valuation of
goodwill, taking into consideration any events and circumstances which might
have impaired the fair value. Goodwill is written down to the recoverable amount
when declines in value are considered to be other than temporary based upon
expected future cash flows. The subsidiary with which this asset is associated
with at June 30, 2005 was purchased on January 31, 2003 and in management's
opinion there is no impairment of the fair value at June 30, 2005.

Income Taxes

Deferred income taxes are provided on an asset and liability method, whereby
deferred tax assets are recognized for deductible temporary differences and
operating loss and tax credit carry-forwards, and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and liabilities and their tax
basis. Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, there is uncertainty of the utilization of the operating
losses in future periods. Deferred tax assets and liabilities are adjusted for
the effects of changes in tax laws and rates on the date of enactment.

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 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. As of June 30, 2005 and
2004, diluted net loss per common share is not included, as the effect of
including these shares is anti-dilutive.

At June 30, 2005, stock options representing 1,500,000 common shares were
outstanding with exercise prices ranging between $0.15 and $1.00. The weighted
average exercise price for outstanding options was $0.42. At June 30, 2005,
stock warrants representing 1,567,500 common shares were outstanding with an
exercise price of $0.20. On July 29, 2005, 750,000 of the warrants were
exercised and the remaining warrants expired on July 30, 2005.

Foreign Currency Translation

Account balances and transactions denominated in foreign currencies and the
accounts of the Corporation's foreign operations have been translated into
United States funds, as follows: (i) assets and liabilities, if any, at the
rates of exchange prevailing at the balance sheet date; (ii) revenue and
expenses at average exchange rates for the period in which the transactions
occurred; (iii) exchange gains and losses arising from foreign currency

                                       11
<PAGE>
transactions are included in the determination of net earnings for the period;
and (iv) exchange gains and losses arising from the translation of the
Corporation's foreign operations are deferred and included as a separate
component of stockholders' equity.

The Company purchased its wholly owned Australian subsidiary on January 31, 2003
and the foreign currency translation adjustment account is presented in the
stockholders' equity section.

Stock-Based Compensation

The Company has elected to follow Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees ("APB 25") and the related
interpretations in accounting for its employee stock options. Under APB 25,
because the exercise price of employee stock options equals or exceeds the
market price of the underlying stock on the date of grant, no compensation
expense is recorded. If the exercise price of employee stock options is under
the market price of the underlying stock on the date of grant, compensation
expense is recorded for the price differential times the quantity of options
granted. The Company has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock Based
Compensation," as amended by SFAS No. 148, "Accounting For Stock-Based
Compensation - Transition & Disclosure."

The Company recognized stock-based employee compensation for options issued to
two employees during the three-month period ended June 30, 2004 amounting to
$4,000 and none was incurred in the comparative period for 2005.

The fair value of option grants is estimated as of the date of grant utilizing
the Black-Scholes option-pricing model with the following weighted average
assumptions for all grants, expected life of options of 1.75 years, risk-free
interest rates of two and a quarter percent (2.25%), and a zero percent (0%)
dividend yield.

Transactions in equity instruments with non-employees for goods and services are
accounted for by the fair value method.

The effect on our net loss and loss per share had compensation costs been
recognized based on the fair value method prescribed by SFAS 123 "Accounting for
Stock-Based Compensation," is as follows:

                                                       Three Months Ended
                                                              June 30,
                                                  2005                   2004
                                                -------------      -------------
      Reported net (loss)                       $    (98,833)      $   (276,514)
      Add - stock-based compensation
         expense included in reported
         net loss                                          -              4,000
      Deduct - stock-based compensation
         expense determined under the
         fair value method                                 -            (42,000)
                                                -------------      -------------
      Pro forma net (loss)                      $    (98,833)      $   (314,514)
                                                =============      =============

      Basic and diluted loss per share:
     As reported                                $       0.00       $      (0.00)
                                                =============      =============
     Pro forma                                  $       0.00       $      (0.00)
                                                =============      =============

Recent Accounting Pronouncement

In November 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 151 (SFAS 151), "Inventory
Costs." SFAS 151 amends the guidance in APB No. 43, Chapter 4, "Inventory
Pricing," to clarify the accounting for abnormal amounts of idle facility
expense, freight, handling costs, and wasted material (spoilage). SFAS 151

                                       12
<PAGE>
requires that those items be recognized as current period charges regardless of
whether they meet the criteria of "so abnormal." In addition, SFAS 151 requires
that allocation of fixed production overheads to the costs of conversion be
based on the normal capacity of the production facilities. SFAS 151 is effective
for financial statements issued for fiscal years beginning after June 15, 2005.
The adoption of SFAS 151 is not expected to have a material effect on the
Company's financial position or results of operations.

In December 2004, the FASB issued Statement of Financial Accounting Standards
No. 153 (SFAS 153), "Exchanges of Non-monetary Assets." SFAS 153 amends the
guidance in APB No. 29, "Accounting for Non-monetary Assets." APB No.29 was
based on the principle that exchanges of non-monetary assets should be measured
on the fair value of the assets exchanged. SFAS 153 amends APB No. 29 to
eliminate the exception for non-monetary exchanges of similar productive assets
and replaces it with a general exception for exchanges of non-monetary assets
that do not have commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange. SFAS 151 is
effective for financial statements issued for fiscal years beginning after June
15, 2005. The adoption of SFAS 153 is not expected to have a material effect on
the Company's financial position or results of operations.

In December 2004, the FASB revised Statement of Financial Accounting Standards
No. 123 (SFAS 123(R)), "Accounting for Stock-Based Compensation." The SFAS
123(R) revision established standards for the accounting for transactions in
which an entity exchanges its equity instruments for goods or services and
focuses primarily on accounting for transactions in which an entity obtains
employee services in share-based payment transactions. It does not change the
accounting guidance for share-based payment transactions with parties other than
employees. For public entities that do not file as small business issuers, the
revisions to SFAS 123 are effective as of the beginning of the first interim or
annual reporting period that begins after June 15, 2005. For public entities
that file as small business issuers, the revisions to SFAS 123(R) are effective
as of the beginning of the first interim or annual reporting period that begins
after December 15, 2005. For non-public entities, the revisions to SFAS 123 are
effective as of the beginning of the first annual reporting period that begins
after December 15, 2005. Management has not yet determined the effects of
adopting this statement on the Company's financial position or results of
operations.

In May 2005, the FASD issued SFAS no. 154, "Accounting Changes and Error
Corrections ("SFAS No. 154") which replaces APB Opinion No. 20, "Accounting
Changes" and SFAS No. 3, "Reporting Accounting Changes in Interim Financial
Statements-An Amendment of ABP Opinion No. 28. SFAS No. 154 provides guidance on
the accounting for and reporting of accounting changes and error corrections.
Specially, this statement requires "retrospective application" of the direct
effect foe a voluntary change in accounting principle to prior periods'
financial statements, if it is practical to do so. SFAS No. 154 also strictly
defines the term "restatement" to mean the correction of an error revising
previously issued financial statements. SFAS No. 154 is effective for accounting
changes and corrections of errors made in fiscal years beginning after December
15, 2005 and is required to be adopted by the Company in the first quarter of
fiscal year 2007. Although we will continue to evaluate the application of SFAS
No. 154, management does not currently believe adoption will have a material
impact on our results of operations, financial position or cash flows.

NOTE 3 - RELATED PARTY TRANSACTIONS

Convertible Loan Payable to Related Party

On September 18, 2000, the Company issued a $400,000 Convertible Promissory Note
to Dominion Capital Pty Ltd. The note matured on September 18, 2001, and was
convertible into common shares of the Company at the lesser of the market price
on the date conversion notice is given to the Company or $0.40 per share for the
amount of principal outstanding at conversion. The note bears interest at 8%
percent per annum, payable quarterly in arrears. The note was unpaid at December
11, 2002, with accrued interest on the note amounting to $71,365 and the note
and accrued interest was assigned, by Dominion Capital Pty Ltd. to Australian
Agriculture Management Pty Ltd. Pursuant to the provisions of the Assignment and
Amendment of Debt Agreement, the interest rate was reduced from 8% to 5%,
quarterly payments of $64,813 were to be made, and the conversion rate was
reduced from $0.40 per common share to $0.10 per common share. The due date of
the note was also extended an additional twenty-four


                                       13
<PAGE>
(24) months from the date of the Agreement signing on November 22, 2002. As of
November 22, 2004, no payments had been made on this obligation. Subsequent to
the amended due date of the note, the Company negotiated with Australian
Agriculture Management Pty Ltd. to convert the loan obligation and accrued
interest into common shares. On January 18, 2005, the Company's Board of
Directors agreed by unanimous consent to settle the debt and accrued interest
for the issuance of 11,000,000 shares of restricted common stock to Australian
Agriculture Property Management Pty Ltd.

Purchase of Virtual Technologies (Australia) Pty Ltd.

Effective January 31, 2003, the Company issued 6,000,000 shares of its
unregistered, restricted Common Stock pursuant to the terms the Share Purchase
and Sale Agreement with Virtual Technologies (Australia) Pty Ltd. This
acquisition delivers the exclusive worldwide sales, distribution, marketing and
manufacturing rights to the products, SP34E, SP22E-A, SP22E-B and SP22E-C,
refrigerant gas products.

Purchase of Soltron(R) Worldwide Rights

On February 20, 2003, the Company acquired the worldwide rights to the product
Soltron(R) under the terms of the Acquisition Agreement, by the issuance of
9,000,000 restricted shares of its common stock to Dominion Capital Pty Ltd.
This acquisition delivered the exclusive worldwide sales, distribution,
marketing and manufacturing rights for the enzyme technologies for the product,
Soltron(R), a fuel-enhancing product. The costs associated with these marketing
rights were written off as of March 31, 2004 due to a determination that the
value of these assets was impaired

Issuance of Options to Director and Employee

On June 1, 2004, the Company issued an aggregate of 400,000 call options to a
director and to an employee for an aggregate consideration amount of $6,000. The
call options are exercisable for a three-year period and at an exercise price of
$0.15 a share.

NOTE 4 - EQUITY BASED TRANSACTIONS

Call Options Sold

On June 1, 2004, the Company issued 600,000 call options to three individuals
and 400,000 call options to two employees for an aggregate total of 1,000,000
call options and is to receive an aggregate consideration amount of $15,000. The
call options are exercisable for a three year period and at an exercise price
$0.15 a share.

NOTE 5 - SEGMENT REPORTING

Information concerning operations by industry segment is as follows (unaudited):

                                                          Three Months Ended
                                                                June 30,
                                                                --------
        Revenues:                                       2005             2004
                                                        ----             ----

             Sales - fuel additive                   $  43,702        $  61,218
             Sales - refrigerant
                                                        73,668           76,119
                                                     ---------        ---------
                 Total Revenues                        117,370          137,337
                                                     ---------        ---------

        Gross Profit (Loss):
               Fuel additive                                             39,015
                                                        21,324
               Refrigerant                              34,904           41,189
                                                     ---------        ---------
                    Total Gross Profit                  56,228           80,204
                                                     ---------        ---------

        Gross Profit (Loss) Percent:
               Fuel additive                             48.8%            63.4%
                                                     ---------        ---------
               Refrigerant                               47.4%            54.1%
                                                     ---------        ---------
                    Total Gross Profit Percent           47.9%            58.4%
                                                     ---------        ---------

                                       14
<PAGE>
        General and Administrative Expenses:
               Fuel additive                           103,841          144,923
               Refrigerant
                                                        50,864           63,342
                                                     ---------        ---------
                    Total Operating Expenses           154,705          208,265
                                                     ---------        ---------

        Operating ( Loss) Profit:
               Fuel additive                           (82,517)        (105,908)
               Refrigerant                             (15,960)         (22,153)
                                                     ---------        ---------
                   Total Operating Loss                (98,477)        (128,061)
                                                     ---------        ---------

        Other Income (Expense):
             Fuel additive                                  12         (147,445)
             Refrigerant                                  (368)          (1,008)
                                                     ---------        ---------
                    Total Other (Expense)                 (356)        (148,453)
                                                     ---------        ---------

        Provision for Income Taxes:
             Fuel additive                                   -                -
             Refrigerant                                     -                -
                                                     ---------        ---------
                                                             -                -
                                                     ---------        ---------
                    Total Income Taxes


        Net Income (Loss):
                 Fuel additive                         (82,505)        (253,353)
                 Refrigerant                           (16,328)         (23,161)
                                                     ---------        ---------
                    Total Net (Loss)                 $ (98,833)       $(276,514)
                                                     =========        =========

        Depreciation and Amortization:
                 Fuel additive                       $     320        $     199
                 Refrigerant & cylinders                 1,906            1,306
                                                     ---------        ---------
                   Total Depreciation &              $   2,226        $   1,505
                                                     =========        =========
        Amortization


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, 2005.

                                       15
<PAGE>
Going Concern

The accompanying consolidated 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. The Company has historically experienced significant losses and
negative cash flows from operations. For the three month period ended June 30,
2005, we had a net loss of $98,833. Operations have resulted in a deficiency in
working capital of approximately $720,000 and an accumulated deficit of
approximately $13,586,000 as of June 30, 2005.

There can be no assurance that the Company will be able to continue as a going
concern in view of its financial condition. The Company's 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 the Company, 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 consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies

Our consolidated 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 consolidated
financial statements. Note 2, "Significant Accounting Policies" in the Notes to
the Consolidated Financial Statements in our Form 10-QSB 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:

         Valuation of goodwill;

         Stock-based compensation; and

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

Operating Results for the Three Months Ended June 30, 2005 and 2004

Revenues - Consolidated revenues for the three months ended June 30, 2005 were
$117,370 as compared to $137,337 for the three months ended June 30, 2004. The
decrease in revenues of $19,967 was mainly attributable to decreased Soltron(R)
sales amounting to $17,516 in the United States. Revenues from SP34E(TM) sales
from our wholly owned subsidiary also decreased $2,451 in the current period
over the prior year comparable period.

Gross Profit - Consolidated gross profit decreased from 58.4 % for the three
months ended June 30, 2004 to 47.9% for the three months ended June 30, 2005.
The decrease in consolidated gross profit margin of 10.5% is mainly
attributable

                                       16
<PAGE>
to a decrease in gross profit margin attained on the Soltron(R) revenue of
14.6%. The decrease in the gross profit from Soltron(R) is a direct result of
lower margins on the sale of the Soltron(R) concentrate. The gross profit margin
on refrigerant revenues for the current period also decreased 6.7%, from the
prior year comparable period and is attributable to higher production costs that
were not reflected in higher revenues. The total gross profit earned for the
three months ended June 30, 2005 decreased $23,976 to $56,228 as compared to
$80,204 for the three months ended June 30, 2005. This decrease in gross profit
is attributable to the decreased gross profit margins in both segments.

General and Administrative Costs - Consolidated general and administrative costs
for the three months ended June 30, 2005 were $154,705 as compared to $208,265
for the same period ended June 30, 2004, or an decrease of $53,560. The decrease
is primarily comprised of decreased marketing, sales, investor relations costs,
audit and legal fees related to Soltron(R) approximating $64,000 and offset by
an increase of consulting fees of $27,000. Expenses of our wholly owned
subsidiary were decreased in the areas of legal and FBT expense approximating
$13,300 and offset by increased accounting cost approximating $1,600.

Expense Associated with Extended Warrants - On January 21, 2004, the Board of
Directors of the Company extended the exercise period of 1,567,000 warrants from
January 31, 2004 to January 31, 2005 and on January 11, 2005, the Board extended
the exercise period to July, 30, 2005. The warrants have an exercise price of
$0.20 per warrant. At June 30, 2005 and 2004, none of the extended warrants were
exercised. Utilizing the Black-Scholes option-pricing model the revaluation of
the extended warrants resulted in a charge to operations amounting to $78,350
for the period ending June 30, 2004 and no associated entry for the three months
ended June 30, 2005. On July 29, 2005, 750,000 of the warrants were exercised
and the remaining warrants expired on July 30, 2005.

Expense Associated with Issuance of Options - During the three-month period
ended June 30, 2004, we incurred a $63,000 charge for the issuance of 600,000
call options to three individuals. The cost associated with the issuance of the
call options was determined utilizing the Black-Scholes option-pricing model.

Net Loss - The Company's consolidated net loss for the three months ended June
30, 2005 was $98,833 as compared to a net loss of $276,514 incurred for the
comparable three-month period ended June 30, 2004. The decrease of $177,681 in
net loss for the current period ended is mainly attributable to the decreased
general and administrative expenses and no recognized costs incurred in the
current period associated with options or warrants.

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 the
current trend of increasing Soltron(R) product sales in our fiscal year ended
March 31, 2005, together with the consolidation of income from our wholly-owned
subsidiary, Virtual Technologies Pty Ltd. Virtual Technologies will determine a
plan of action and marketing implementation for the SP34E(TM) product line for
implementation during the fiscal year 2006. Because of discussions with new
distributors we anticipate increased sales of Soltron during the fiscal year
2006.

During our fiscal years ended March 31, 2005 and 2004, and continuing during the
current fiscal year, the Company has been in the middle stages as a development
company seeking to find the complementary mix of products for future 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 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 the end users of these products.

During the fourth quarter of 2005 the Company intends to bring in a new
executive management team that has experience in business development, product
line development, background in distribution channels and development of

                                       17
<PAGE>
strategic business alliances. The Company anticipates exploring expansion of
additional product lines with environmentally friendly products with established
marketplaces and to accomplish these through acquisitions and exclusive
licenses.

In mid-January 2005 the Company contracted the services of Mr. Robert Kohn to
review and formalize the short-term and long- range plans of the Company.
Beginning in April 2005, Mr. Kohn will act as Interim CEO for the Company,
review the Company's current business environment and develop a business plan to
move the Company into potential other profitable business segments and enhance
the performance of the current product mix.

We intend to seek to have our securities quoted on the OTC Bulletin Board in
2005, which may provide a better ability to attract investors. We are in process
of completing our Securities Act filings to facilitate this process. We intend
to raise capital to provide cash flow and to expand our present operations. We
also have outstanding warrants and stock options that, if converted, will
provide cash flow for working capital.

Liquidity and Capital Reserves

Product sales did not provide sufficient working capital to fund our operations
during the period ended June 30, 2005. Operations utilized $71,997 of cash
during this period. Additional liquidity was provided by subscriptions of common
stock and advances from a major distributor of our Soltron product. During this
same period for the previous reporting period, $100,707 was utilized by
operations. Additional liquidity for this period was provided mainly from
advances from a major distributor of our Soltron(R) product and proceeds from
the sale of common stock and subscriptions receivable. As of June 30, 2005, we
had no commitments for capital expenditures.

Factors Affecting Future Performance and Risks

Limited Operating History - We have only a limited operating history with
respect to the distribution and marketing of Soltron(R).

History of Losses - We have consistently had significant negative cash flow,
operating losses and insufficient liquidity with respect to current operations,
all of which we expect to continue until our sales revenues increase
substantially. There can be no assurance that we will be able to achieve, or
maintain, profitable operations or positive cash flow at any time in the future.

Additional Capital Requirement - We will require significant additional capital
to meet our growth objectives and to fully implement our business plan and
expand our operations. We will need to continue raising working capital through
private placement equity financing. We may also seek additional debt financing
through banks, other financial institutions, companies or individuals. No
assurance can be given that we will be able to obtain any such additional equity
or debt financing on satisfactory terms or at all. Further, even if financing is
obtained, no assurance can be given that such financing would be adequate to
meet our needs for the foreseeable future. If we are unsuccessful in obtaining
sufficient additional capital, our ability to continue as a viable business
enterprise will be substantially impaired.

Need to Develop Sales and Product Awareness - Establishment of a distribution
network sufficient to create and supply customer demand for Soltron(R) will be
critical to our future success. We anticipate developing this network primarily
through distributors with established distribution channels in the fuel, oil
chemical and automotive aftermarket industries. We unsuccessfully attempted to
establish the distribution of SP34E(TM) through a company with a national
network. However, the refrigerant market is highly competitive and acceptance of
our product will require substantial additional time and marketing efforts.
Numerous factors, including lack of sufficient inventory or capital, or failure
of our products to generate sufficient demand and lack of sufficient qualified,
experienced personnel may contribute to the difficulties we will face in
establishing an efficient distribution network for our products. While we intend
to engage qualified personnel to assist in establishing our distribution
network, no assurance can be given that our products will be accepted by
industrial or retail consumers, that a satisfactory distribution network can be
established or that our operations will ever be profitable.

                                       18
<PAGE>
Uncertainty of Market Acceptance of Products, Limited Marketing Experience - We
are still in the early stages of marketing Soltron(R) and SP34E(TM). As is
typical with new products, demand and market acceptance for our products is
subject to a high degree of uncertainty. Achieving widespread market acceptance
for our products will require substantial marketing efforts and the expenditure
of sufficient funds to create brand recognition and customer demand and to cause
potential customers to consider the potential benefits of our products. The
prospects for our product line will be largely dependent upon our ability to
achieve market penetration, which will require significant efforts on our part
to create awareness of and demand for our products. Our ability to build our
customer base will depend in large part on our ability to locate, hire and
retain sufficient qualified marketing personnel and to fund marketing efforts,
including advertising. There can be no assurance that our products will achieve
widespread market acceptance or that our marketing efforts will result in future
profitable operations.

Variability of Operating Results and Volatility of Common Stock Prices - Our
quarterly operating results have in the past been, and are anticipated in the
future to be, highly volatile. While we anticipate that increased sales of our
products will continue to generate revenue, the operating results of any
quarterly period as compared to the previous quarter or the same quarter for the
prior period will, in all likelihood, vary significantly. Significant variances
in operating results from period to period could result in high volatility of
the market price for our common stock.

Limited Product Line - We currently hold the marketing and distribution rights
to Soltron(R) and SP34E(TM). Our future success and profitability will, to a
very high degree, depend upon the market acceptance of these products and our
ability to improve these products.

Supply, Capacity and Distribution Constraints - To successfully market our
products, we must be able to fill orders promptly for our shipment. Our ability
to meet our supply requirements promptly will depend on numerous factors
including our ability to establish successfully an effective distribution
network and to maintain adequate inventories. The ability of our sole supplier
of the Soltron(R) enzyme to adequately produce the enzymes needed to produce
Soltron(R) in volumes sufficient to meet demand will also affect our ability to
produce this product. Failure to adequately supply products to distributors and
retailers or of any of our suppliers to produce sufficient materials to meet our
demand would materially adversely impact our operations.

Dependence Upon Raw Materials and Supplier - We are dependent on a single
supplier of the enzyme concentrate needed to make Soltron(R) and on other
suppliers of chemicals. Chemicals are subject to price fluctuations based upon
supply and demand. In addition, because the Soltron(R) enzyme is produced in
Japan, fluctuations in currency values could adversely affect our cost of this
product. Interruption of our product supply could result from several factors,
such as disruption of supply of raw product, work stoppages, strikes or other
labor difficulties, changes in governmental or international regulations or
natural or man caused disasters occurring with respect to our suppliers. Any
increase in the costs of our raw materials or disruption of our suppliers could
severely and adversely affect our business operations.

Reliance on Management; Limited Personnel - Attracting and retaining qualified
personnel is critical to our business plan. Our inability to attract additional
qualified personnel would have a materially adverse affect on our business. No
assurances can be given that we would be able to attract such qualified
personnel or agents, or to successfully implement our business plan.

Management of Growth - We anticipate growth in the future, which will require
effective management of all aspects of our business. If achieved, this growth
may place significant strains on our financial, managerial, personnel and other
resources. Failure to effectively manage our anticipated growth could have a
materially adverse effect on our business and profitability.

Competition - The markets for fuel additives, refrigerants and enzyme based
cleaning and bio-remediation products are highly competitive. We believe that
our products and our management's qualifications will enable us to compete
effectively in these markets, but we cannot give any assurance that we will be

                                       19
<PAGE>
successful. We will be competing with established manufacturers and distributors
that have already developed brand recognition and gained consumer acceptance.
Many of these competitors have significantly greater financial, marketing,
personnel, managerial and other resources than we do. New competitors may also
enter these markets. Even though we believe our products are superior to those
of our competitors, our lack of financial strength and brand recognition will be
significant disadvantages to our ability to penetrate and compete in our target
markets.

Limited Patent and Proprietary Information Protection - We do not believe that
our products or our proprietary production processes infringe on proprietary
rights of others, but we cannot give any assurance that infringement claims will
not be made against us. If it is determined that our products or processes do
infringe someone else's proprietary rights, we could be required to modify our
products or processes or obtain a license to continue our use of them. There can
be no assurance that we would be able to do this in a timely manner, upon
acceptable terms and conditions or at all. Our failure to do so would have a
material adverse effect on our business. In addition, there can be no assurance
that we would have the financial or other resources necessary to prosecute or
defend a patent infringement or other proprietary rights action. Moreover, if
any of our products or processes were held to infringe patents or proprietary
rights of others, we could, under certain circumstances, be held liable for
damages, which could be significant in amount and which could materially and
adversely effect our operations. We rely on confidentiality agreements, trade
secret protection and other methods to protect our processes, concepts, ideas,
documentation and other information related to our products and proprietary
processes. However, these methods may not afford complete protection and there
can be no assurance that others will not independently develop similar products
and processes. All of our employees are required to sign non-disclosure,
non-competition and inventions agreements, but there can be no assurance that a
court would enforce such agreements or that they would provide us with any
meaningful protection. There can be no assurance that we will be able to
adequately protect our trade secrets or that other companies will not acquire
information that we consider proprietary.

Product Acquisition Agreement - We own the worldwide rights to manufacture and
distribute Soltron(R) and SP34E(TM), as well as the process, formulae and other
proprietary rights related to such products, pursuant to product acquisition
agreements with Dominion Capital. Any termination or impairment of the rights of
Dominion Capital to such proprietary rights or to our rights under these
agreements would materially adversely affect our operations.

Need for Additional Product Development - We believe that our development work
on Soltron(R) and SP34E(TM) is substantially complete, but testing of these
products in the United States has been limited. We anticipate that our future
research and development activities, combined with experience we hope to gain
from commercial production and use of our products will result in the need for
further refinement of our products and development of new products. Such
refinements and development may be required for our products to remain
competitive. There can be no assurance that we will have the experience or the
financial resources necessary to make such improvements to our product line,
which could have a significant negative impact on our business.

Adequacy of Product Liability Insurance - The use of our products entails
inherent risks that could expose us to product liability claims, which could
have a material adverse effect on our business and financial condition. While we
do maintain product liability insurance to cover these types of claims, there
can be no assurance that we will be able to maintain such insurance on
acceptable terms or, even if maintained, that such insurance would be sufficient
to cover all potential claims.

Control by Existing Stockholders/Foreign Stockholders - Our principal
stockholder, formerly Dominion Capital, and now Australian Agricultural
Management Pty Ltd., and its affiliates own or control a substantial block of
our outstanding common stock. Accordingly, these stockholders, acting together,
are able to effectively control matters requiring approval by our stockholders,
including the election of our board of directors and approval of certain
significant transactions. Dominion Capital and Australian Agriculture Management
Pty Ltd. are domiciled in Australia and if we, or our stockholders, were to
bring legal action against it, its domicile in a foreign country may prevent it
from being subject to jurisdiction of a United States court. While our

                                       20
<PAGE>
stockholders or we may be able to proceed against these entities in an
Australian court, such actions may be prohibitively expensive and an Australian
court may not recognize claims or provide remedies similar to those available in
United States courts.

International Trade - We currently anticipate selling Soltron(R) and SP34E(TM)
worldwide, as well as importing Soltron(R) concentrate from Japan. This will
expose our business to certain additional risks related to doing business
internationally, which could include, among others, fluctuations in currency
exchange rates, changes in both United States and foreign import and export laws
and regulations, increases in tariffs, customs, foreign tax liabilities and
other adverse United States and foreign tax consequences and potential
difficulty in contract enforcement. Risks of conducting international business
operations could have a negative impact on our overall business.

ITEM 3 - CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer have evaluated
the Registrant's disclosure controls and procedures within 90 days of the filing
date of this annual report. Based upon this evaluation, the Company's Chief
Executive Officer and Chief Financial Officer have concluded that the Company's
disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and
15d-15 as of the end of the period covered by this report are effective in
ensuring that material information required to be disclosed is included in the
reports that it files with the Securities and Exchange Commission were timely
recorded, processed and reported within the time periods specified in the
Securities and Exchange commission rules and forms.

There were no significant changes in the Company's internal controls or, to the
knowledge of the management of the Company, in other factors that could
significantly affect these controls subsequent to the evaluation date.


                                     PART II
                                OTHER INFORMATION

ITEM 2.  UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

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

None.

ITEM 6.  EXHIBITS

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

     31.1 Certification of Chief Executive officer and Chief accounting Officer
     of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a).

     32.1 Certification of Chief Executive officer and Chief accounting Officer
     pursuant to 18 U.S.C. - Section 1350.

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<PAGE>
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.

Dated:  September 22, 2005       SOLPOWER CORPORATION

                                 By:  /s/ Robert  Kohn
                                      ----------------
                                      Robert Kohn
                                      Interim Chief Executive Officer, Principal
                                      Accounting Officer


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