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

                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 2001

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

             For the transition period from __________ to __________


                        Commission File Number 001-14439


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


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


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


                                 (602) 447-9979
                           (Issuer's telephone number)


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

     The number of shares  outstanding of each of the issuer's classes of common
equity was 31,274,419  shares of common stock,  par value $0.01,  as of June 30,
2001.

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

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<PAGE>
                              SOLPOWER CORPORATION
                           INDEX TO FORM 10-QSB FILING
                       FOR THE QUARTER ENDED JUNE 30, 2001

                                TABLE OF CONTENTS

                                     PART I
                              FINANCIAL INFORMATION

                                                                            Page
                                                                            ----

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

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

                                     PART II
                                OTHER INFORMATION

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

Item 5. Other Information ..................................................  10

Item 6. Exhibits............................................................  10

                                   SIGNATURES
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

                                     ASSETS

                                                       June 30,      March 31,
                                                        2001           2001
                                                     -----------    -----------
                                                     (Unaudited)
Current Assets:
  Cash and cash equivalents                          $    13,873    $    14,259
  Accounts receivables                                   674,722        375,640
  Accounts receivable - affiliate                          2,692             --
  Tax credit receivable                                   19,038         23,108
  Prepaid expenses                                         5,738         33,341
  Inventory                                              489,329        538,253
                                                     -----------    -----------
       Total Current Assets                            1,205,392        984,601
                                                     -----------    -----------

Property and Equipment, net                              499,305        559,538
                                                     -----------    -----------
Other Assets:
  Marketing licenses, net                              1,953,333      2,098,333
  Formula and customer list, net                           9,848         10,833
  Deferred income tax asset                               16,340         54,838
  Goodwill, net                                          302,446        320,593
                                                     -----------    -----------
       Total Other Assets                              2,281,967      2,484,597
                                                     -----------    -----------

                                                     $ 3,986,664    $ 4,028,736
                                                     ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Bank revolving line of credit                      $   113,179    $   216,917
  Current portion of long-term debt                       26,356         42,264
  Accounts payable - trade                               955,946        649,430
                   - related party                        25,728         95,461
  Accrued expenses                                       267,032        289,562
  Customer deposits payable                               68,221         63,336
                                                     -----------    -----------
       Total Current Liabilities                       1,456,462      1,356,970
                                                     -----------    -----------
Long-Term Liabilities:
  Loan payable, net of current portion                   715,788        694,447
  Loans payable to related parties                       400,000        403,379
                                                     -----------    -----------
       Total Long-Term Liabilities                     1,115,788      1,097,826
                                                     -----------    -----------

       Total Liabilities                               2,572,250      2,454,796
                                                     -----------    -----------

Minority Interest in Subsidiary                          110,146         74,007
                                                     -----------    -----------
Commitments and Contingencies
Stockholders' Equity:
  Preferred stock; $0.001 par value, 5,000,000
    shares authorized; issued and outstanding, none           --             --
  Common stock; $0.01 par value, 100,000,000 shares
    authorized; issued and outstanding 31,274,419
    shares and 31,255,064, respectively                  312,745        312,551
  Common stock subscribed                                388,500        256,000
  Additional Paid in Capital                          10,124,824     10,120,179
  Accumulated Deficit                                 (9,516,621)    (9,182,640)
  Foreign currency translation adjustment                 (5,180)        (6,157)
                                                     -----------    -----------
       Total Stockholders' Equity                      1,304,268      1,499,933
                                                     -----------    -----------

                                                     $ 3,986,664    $ 4,028,736
                                                     ===========    ===========

                                        2
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                              SOLPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           FOR THE THREE MONTHS ENDED
                 JUNE 30, 2001 (UNAUDITED) AND 2000 (UNAUDITED)

                                                       Three Months Ended
                                                            June 30,
                                                 ------------------------------
Revenues:                                            2001              2000
                                                 ------------      ------------
  Sales - fuel additive                          $    226,319      $    121,339
  Sales - refrigerant & cylinders                     996,915                --
                                                 ------------      ------------

      Total Revenues                                1,223,234           121,339
                                                 ------------      ------------
Cost of Sales:
  Fuel additive                                       152,436            92,534
  Refrigerant & cylinders                             756,170                --
                                                 ------------      ------------
                                                      908,606            92,534
                                                 ------------      ------------

Gross Profit                                          314,628            28,805

Expenses:
  General and administrative                          484,060           387,754
                                                 ------------      ------------

Operating (Loss)                                     (169,432)         (358,949)
                                                 ------------      ------------
Other Income (Expense):
  Interest income                                           1               233
  Interest expense                                    (91,133)          (15,350)
  Foreign currency transaction gain                        --             7,794
  Settlement costs                                         --           (60,000)
                                                 ------------      ------------

Total Other Income (Expense)                        (91,132))           (67,323)
                                                 ------------      ------------
Net Loss Before Provision for Income
  Taxes and Minority Interest                        (260,564)         (426,272)

Provision for Income Taxes                            (40,689)               --

Minority Interest                                     (32,728)               --
                                                 ------------      ------------

Net Loss                                         $   (333,981)     $   (426,272)
                                                 ============      ============

Basic Loss Per Share                             $      (0.01)     $      (0.02)
                                                 ============      ============
Weighted Average Number
  of Shares Outstanding                            31,255,064        27,322,010
                                                 ============      ============

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

<TABLE>
<CAPTION>
                                                                   Three Months Ended June 30,
                                                                   ---------------------------
                                                                       2001          2000
                                                                     ---------     ---------
<S>                                                                  <C>           <C>
Cash Flows From Operating Activities:
  Net Loss                                                           $(333,981)    $(426,272)
    Adjustments to reconcile net loss to net cash used by
    Operating activities:
       Depreciation and amortization                                   236,010        50,048
       Non-cash transactions                                            67,339       348,908
       Minority interest                                                32,728            --
       Changes in operating assets and liabilities:
          Accounts receivable - trade                                 (299,082)        9,859
          Accounts receivable - affiliate                               (2,692)           --
          Tax credit receivable                                          4,070            --
          Prepaid expenses                                              27,603            --
          Inventory                                                     48,924       (39,727)
          Deferred income taxes                                         38,498            --
          Accounts payable - trade                                     306,516       (59,760)
                           - related parties                           (69,733)      129,063
          Accrued expenses                                             (22,530)     (266,964)
          Customer deposits payable                                      4,885            --
                                                                     ---------     ---------
             Net Cash Provided (Used) by Operating Activities           38,555      (254,845)
                                                                     ---------     ---------
Cash Flows from Investing Activities:
  Capital Expenditures                                                  (3,132)      (60,805)
                                                                     ---------     ---------
            Net Cash Used by Investing Activities:                      (3,132)      (60,805)
                                                                     ---------     ---------
Cash Flows from Financing Activities:
  Proceeds from debt                                                     5,670            --
  Advances from related parties                                             --       308,000
  Decrease in revolving line of credit                                (103,738)           --
  Common stock subscribed                                               70,000            --
  Payments on debt                                                      (3,577)           --
  Payments on loans payable to related parties                          (3,379)       (2,941)
                                                                     ---------     ---------
                Net Cash Provided (Used) by Financing Activities       (35,024)      305,059
                                                                     ---------     ---------

Effect of Exchange Rate Changes on Cash                                   (785)           --
                                                                     ---------     ---------

Increase (decrease) in Cash and Cash Equivalents                          (386)      (10,591)
Cash and Cash Equivalents, Beginning of Period                          14,259        34,299
                                                                     ---------     ---------

Cash and Cash Equivalents, End of Period                             $  13,873     $  23,708
                                                                     =========     =========
</TABLE>

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


Supplemental Information:                                     2001        2000
-------------------------                                   --------    --------
Cash Paid For:
  Interest                                                  $     --    $    140
  Income Taxes                                              $  2,191    $     --

Non-cash Investing and Financing:
  Issuance of  common stock for conversion of debt          $  4,839    $203,500

  Issuance of  common stock for settlement costs            $     --    $ 75,350

  Issuance of common stock for equipment                    $     --    $ 35,000

  Issuance of warrants                                      $ 46,500    $     --

  Common stock subscribed for financing costs               $ 16,000    $     --

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

                                        5
<PAGE>
                              SOLPOWER CORPORATION
                        STATEMENT OF STOCKHOLDERS' EQUITY
              FOR THE THREE MONTHS ENDED JUNE 30, 2001 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  Additional      Common                   Cumulative
                                            Common      Stock       Paid In       Stock      Accumulated   Translation
                                            Shares      Amount      Capital     Subscribed     Deficit       Account       Total
                                          ----------   --------   -----------    --------    -----------    ---------    ----------
<S>                                       <C>          <C>        <C>            <C>         <C>            <C>          <C>
Balance, March 31, 2001                   31,255,064   $312,551   $10,120,179    $256,000    $(9,182,640)      (6,157)   $1,499,933

Issuance of common stock for
  conversion of debt                          19,355        194         4,645          --             --        4,839
Common stock subscriptions received               --         --            --     132,500             --      132,500
Change in cumulative translation account          --         --            --          --             --          977           977

Loss for the three months ended
  June 30, 2001 (unaudited)                       --         --            --          --       (333,981)          --      (333,981)
                                          ----------   --------   -----------    --------    -----------    ---------    ----------

Balance, June 30, 2001 (unaudited)        31,274,419   $312,745   $10,124,824    $388,500    $(9,516,621)   $  (5,180)   $1,304,268
                                          ==========   ========   ===========    ========    ===========    =========    ==========
</TABLE>

                                        6
<PAGE>
                              SOLPOWER CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE THREE MONTH PERIOD ENDING JUNE 30, 2001


NOTE 1 - BASIS OF PREPARATION

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

NOTE 2 - NEW ACCOUNTING PRONOUNCEMENTS

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

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

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

RESULTS OF OPERATIONS

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

     Revenues  for the three  months  ended  June 30,  2001 were  $1,223,234  as
compared to revenues of $121,339 for the three  months ended June 30, 2000.  The
increase in revenues  resulted  from  increased  fuel  additive  sales  totaling
$226,319  for the three  months  ended June 30, 2001 as compared to $121,339 for
the three  months  ended  June 30,  2000 and the  addition  of our  subsidiary's
refrigerant sales of $996,915 for the three months ending June 30, 2001.

     Cost of sales as a  percentage  of  revenues  decreased  from 76.3% for the
three  months  ended June 30, 2000 to 74.3% for the three  months ended June 30,
2001.  The  decrease in cost of sales as a  percentage  of revenue is  primarily
attributable to improved margins on our fuel additive sales.

     General and  administrative  costs were $484,060 for the three months ended
June 30, 2001 compared to $387,754 for the three months ended June 30, 2000. The
increase  of  $96,306,  or  24.8%  is  not  indicative  of  administrative  cost
reductions  that  have  been  implemented.  Administrative  costs  consisted  of
$353,698 attributable solely to Solpower operations and $130,362 attributable to
our subsidiary. The $353,698 includes increased non-cash intangible amortization
of  approximately  $120,000.  These  added  costs are  offset by  reductions  of
approximately  $68,000 in consulting fees and approximately  $39,000 in investor
relation  fees in the three  months  ended June 30,2001 as compared to the three
months ended June 30, 2000.

     Interest expense  increased from $15,350 in the three months ended June 30,
2000 to $91,133 for the three  months  ended June 30,  2001.  The  approximately
$76,000 increase was comprised primarily of a $62,500 non-cash charge related to
our stock placements.

     We  experienced  a net loss of $333,981 for the three months ended June 30,
2001 as compared to a net loss of $426,272  for the three  months ended June 30,
2000.  The  21.7%  decrease  was due to  increased  sales and  gross  margin,  a
reduction   of   administrative   personnel   and  other   administrative   cost
efficiencies.

                                        8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     At June 30, 2001, we had cash and cash  equivalents  of $13,873 as compared
to $23,708 at June 30, 2000.  Cash  provided by  operations  was $38,555 for the
three  months  ending  June 30,  2001,  as  compared  to  $254,845  utilized  in
operations  for the  comparative  prior year period.  The increase was primarily
attributable to increased sales and margins on sales.

     We utilized $3,132 cash in investing  activities for the three months ended
June 30, 2001 as compared to $60,805 for the three months ended June 30, 2000.

     Cash flow used by  financing  activities  of $35,024  for the three  months
ended June 30, 2001 resulted primarily from a reduction of our subsidiaries line
of  credit in the  amount of  $103,738  offset by share  subscriptions  totaling
$70,000.  This  compares  to $305,059  of cash flow  generated  during the three
months ended June 30, 2000 from net advances from related parties.

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

FACTORS AFFECTING FUTURE PERFORMANCE

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

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

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

                                        9
<PAGE>
                                     PART II
                                OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES

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

ITEM 5. OTHER INFORMATION

     On March  31,  2001,  we agreed to issue  19,355  restricted  shares of our
common stock to Renshaw  Travel Ltd.  for  cancellation  of $4,839 of debt.  The
shares  were  issued  on  August  8,  2001 in  reliance  on the  exemption  from
registration provided by Section 4(2) of the Securities Act.

ITEM 6. EXHIBITS

        10.38  Letter Re: Agreement for Conversion of Debt into Shares between
               Renshaw Travel Ltd and Solpower Corporation dated March 31, 2001.

                                   SIGNATURES

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


                                        SOLPOWER CORPORATION
                                        (Registrant)


Dated: August 21, 2001                  By /s/ James H. Hirst
                                           -------------------------------------
                                           James H. Hirst
                                           Chief Executive Officer

                                       10