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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 December 31, 2000

[ ] 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 Identification No.)
Incorporation or organization)

                         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 31,195,064 shares of common stock, par value $.01, as of December 31,
2000.

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

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<PAGE>
                              SOLPOWER CORPORATION
                           INDEX TO FORM 10-QSB FILING
                     FOR THE QUARTER ENDED DECEMBER 31, 2000

                                TABLE OF CONTENTS

                                     PART I
                              FINANCIAL INFORMATION
                                                                            PAGE
                                                                            ----

Item 1.  Financial Statements...............................................   2

         Consolidated Balance Sheets
          December 31, 2000 (unaudited) and March 31, 2000..................   2

         Consolidated Statements of Operations
          For the Three and Nine Months Ended December 31, 2000
          (unaudited) and 1999 (unaudited)..................................   3

         Consolidated Statements of Cash Flows
          For the Nine Months Ended December 31, 2000 (unaudited)
          and 1999 (unaudited)..............................................   4

         Statement of Stockholders' Equity
          For the Nine Months Ended December 31, 2000.......................   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..............................................   9

Item 4.  Submission of Matters to a Vote of Security Holders................  11

Item 5.  Other Information..................................................  11

Item 6.  Exhibits and Reports on Form 8-K...................................  12

SIGNATURES .................................................................  13
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                              SOLPOWER CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                DECEMBER 31, 2000 (UNAUDITED) AND MARCH 31, 2000
<TABLE>
<CAPTION>
                                                                            December 31,        March 31,
                                                                                2000              2000
                                                                            -----------       -----------
                                                                            (unaudited)
<S>                                                                        <C>                <C>
                                     ASSETS
Current Assets:
  Cash and cash equivalents                                                 $    34,255       $    34,299
  Accounts receivables                                                          168,010            79,726
  Tax credit receivable                                                          17,828                --
  Prepaid expenses                                                               35,092                --
  Inventory                                                                     475,452            21,624
                                                                            -----------       -----------
        Total Current Assets                                                    730,637           135,649
                                                                            -----------       -----------

Property and equipment, net                                                     693,971           377,762
                                                                            -----------       -----------
Other Assets:
  Marketing licenses, net                                                     2,243,333         2,558,333
  Formula and customer list, net                                                 11,818                --
  Goodwill, net                                                                 364,315                --
                                                                            -----------       -----------
        Total Other Assets                                                    2,619,466         2,558,333
                                                                            -----------       -----------

                                                                            $ 4,044,074       $ 3,071,744
                                                                            ===========       ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Bank overdraft                                                            $   142,139       $        --
  Loan payable                                                                   26,676                --
  Loans payable to related parties                                                   --           130,390
  Accounts payable - trade                                                      491,944           330,093
                   - related party                                                1,766           107,118
  Accrued expenses                                                              122,736           309,929
  Customer deposits payable                                                     122,966                --
                                                                            -----------       -----------
        Total Current Liabilities                                               908,227           877,530
                                                                            -----------       -----------
Long-Term Liabilities:
  Loan payable, net of current portion                                           91,142                --
  Loans payable to related parties                                            1,000,496           212,114
  Deferred income taxes                                                          14,238                --
                                                                            -----------       -----------
        Total Long-Term Liabilities                                           1,105,876           212,114
                                                                            -----------       -----------
        Total Liabilities                                                     2,014,103         1,089,644
                                                                            -----------       -----------
Minority interest in subsidiary                                                 126,614                --
                                                                            -----------       -----------
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 31,195,064 shares and 27,316,066, respectively               311,951           273,161
  Additional Paid in Capital                                                  9,997,179         8,741,730
  Accumulated Deficit                                                        (8,405,773)       (7,032,791)
                                                                            -----------       -----------
        Total Stockholders' Equity                                            1,903,357         1,982,100
                                                                            -----------       -----------
                                                                            $ 4,044,074       $ 3,071,744
                                                                            ===========       ===========
</TABLE>
                     THE ACCOMPANYING NOTES ARE AN INTEGRAL
                       PART OF THESE FINANCIAL STATEMENTS

                                       2
<PAGE>
                              SOLPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE THREE AND NINE MONTH PERIODS ENDED
               DECEMBER 31, 2000 (UNAUDITED) AND 1999 (UNAUDITED)

<TABLE>
<CAPTION>
                                                         Nine Months Ended                 Three Months Ended
                                                            December 31,                       December 31,
                                                  ------------------------------      ------------------------------
                                                      2000              1999              2000              1999
                                                  ------------      ------------      ------------      ------------
<S>                                             <C>               <C>                <C>               <C>
Revenues:
  Sales - fuel additive                           $    255,863      $    166,784      $     56,431      $     93,527
  Sales - refrigerant & cylinders                      482,845                --           369,195                --
                                                  ------------      ------------      ------------      ------------
      Total Revenues                                   738,708           166,784           425,626            93,527
                                                  ------------      ------------      ------------      ------------
Cost of Sales:
  Fuel additive                                        240,874           173,189            71,152            71,238
  Refrigerant & cylinders                              333,350                --           257,945                --
                                                  ------------      ------------      ------------      ------------
                                                       574,224           173,189           329,097            71,238
                                                  ------------      ------------      ------------      ------------

Gross Profit (Loss)                                    164,484            (6,405)           96,529            22,289
                                                  ------------      ------------      ------------      ------------
Expenses:
  General and administrative                         1,460,794         1,773,367           582,686           574,069
                                                  ------------      ------------      ------------      ------------

Operating Income (Loss)                             (1,296,310)       (1,779,772)         (486,157)         (551,780)
                                                  ------------      ------------      ------------      ------------
Other Income (Expense):
  Interest income                                        2,686                --             2,329                --
  Interest expense                                    (124,478)             (140)          (20,635)               --
  Foreign currency transaction gain                     15,446                --               119                --
  Settlement costs                                     (60,000)               --                --                --
                                                  ------------      ------------      ------------      ------------
Total Other Income (Expense)                          (166,346)             (140)          (18,187)               --
                                                  ------------      ------------      ------------      ------------
Net Loss Before Provision for Income
 Taxes and Minority Interest                        (1,462,656)       (1,779,912)         (504,344)         (551,780)

Income Taxes                                                --                --                --                --
Extraordinary Item
 Relief of Debt-Related Party                           81,595                --            81,595                --

Minority Interest                                        8,079                --             7,730                --
                                                  ------------      ------------      ------------      ------------

Net Loss                                          $ (1,372,982)     $ (1,779,912)     $   (415,019)     $   (551,780)
                                                  ============      ============      ============      ============

Basic Loss Per Share                              $      (0.05)     $      (0.08)     $      (0.01)     $      (0.02)
                                                  ============      ============      ============      ============
Weighted Average Number of Shares Outstanding       27,505,159        23,646,560        28,418,388        23,646,560
                                                  ============      ============      ============      ============
</TABLE>
                     THE ACCOMPANYING NOTES ARE AN INTEGRAL
                       PART OF THESE FINANCIAL STATEMENTS

                                       3
<PAGE>
                              SOLPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE NINE MONTH PERIODS ENDED
               DECEMBER 31, 1999 (UNAUDITED) AND 1998 (UNAUDITED)

<TABLE>
<CAPTION>
                                                          Nine Months Ended December 31,
                                                          ------------------------------
                                                              2000              1999
                                                          -----------        -----------
<S>                                                       <C>             <C>
Cash Flows From Operating Activities:
  Net Loss                                                $(1,372,982)      $(1,779,912)
  Adjustments to reconcile net loss to net cash used
   by operating activities:
   Depreciation and amortization                              419,767           150,280
   Non-cash transactions                                      243,783           218,115
   Changes in operating assets and liabilities:
    Accounts receivable - trade                                56,795           (13,607)
    Tax credit receivable                                         205                --
    Prepaid expense                                            (3,623)               --
    Inventory                                                  23,244            37,494
    Bank overdraft                                             81,916                --
    Accounts payable - trade                                  (38,196)          125,252
                     - related parties                        (51,947)               --
    Accrued expenses                                          (37,580)          (15,268)
    Customer Deposits                                         (28,810)               --
    Deferred income taxes                                        (163)               --
    Minority interest in subsidiary                            (8,079)               --
                                                          -----------       -----------
         Net Cash Used by Operating Activities               (715,670)       (1,277,646)
                                                          -----------       -----------
Cash Flows from Investing Activities:
 Capital Expenditures                                        (116,696)          (46,713)
 Cash acquired with acquisition                                72,819                --
 Investment in subsidiary                                    (508,350)               --
                                                          -----------       -----------
         Net Cash Used by Investing Activities:              (552,227)          (46,713)
                                                          -----------       -----------
Cash Flows from Financing Activities:
 Advances from related parties                              1,325,092           352,798
 Payments on lease obligation                                      --            (4,060)
 Proceeds from convertible notes payable                           --         1,255,000
 Payments on note payable bank                                (17,094)               --
 Payments to related parties                                  (40,145)         (278,049)
                                                          -----------       -----------
         Net Cash Provided by Financing Activities          1,267,853         1,325,689
                                                          -----------       -----------

Increase (decrease) in Cash and Cash Equivalents                  (44)            1,330
Cash and Cash Equivalents, Beginning of Period                 34,299             2,228
                                                          -----------       -----------

Cash and Cash Equivalents, End of Period                  $    34,255       $     3,558
                                                          ===========       ===========
</TABLE>
                     THE ACCOMPANYING NOTES ARE AN INTEGRAL
                       PART OF THESE FINANCIAL STATEMENTS

                                       4
<PAGE>
                              SOLPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE NINE MONTH PERIODS ENDED
               DECEMBER 31, 1999 (UNAUDITED) AND 1998 (UNAUDITED)
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                        2000               1999
                                                                      --------           --------
<S>                                                                   <C>                <C>
Supplemental Information:

Cash Paid For:
  Interest                                                            $  4,474           $     --
  Income Taxes                                                        $     --           $     --

Non-cash Investing and Financing:
  Issuance of common shares for lease termination                     $     --           $ 30,000
  Issuance of  common shares for license termination                  $     --             68,115
  Issuance of common shares for services                              $     --           $120,000
  Issuance of warrants pursuant to debt agreements                    $ 80,000           $     --
  Issuance of  common shares for settlement costs and interest        $ 75,350           $     --
  Issuance of common shares pursuant to employment agreements         $ 88,433           $     --
  Issuance of common shares for equipment                             $ 35,000           $     --
  Issuance of shares for acquisition of customer list and formula     $ 19,818           $     --
  Issuance of common stock for conversion of debt                     $995,638           $     --
</TABLE>

                     THE ACCOMPANYING NOTES ARE AN INTEGRAL
                       PART OF THESE FINANCIAL STATEMENTS

                                       5
<PAGE>
                                               SOLPOWER CORPORATION
                                         STATEMENT OF STOCKHOLDERS' EQUITY
                                    FOR THE NINE MONTHS ENDED DECEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                            Additional
                                                      Common      Stock      Paid In      Accumulated
                                                      Shares      Amount     Capital        Deficit         Total
                                                    ----------   --------   ----------    -----------    -----------
<S>                                                <C>          <C>        <C>          <C>             <C>
Balance, March 31, 2000                             27,316,066   $273,161   $8,741,730    $(7,032,791)   $ 1,982,100

Issuance of common stock for license terminations,
 interest and equipment                                784,625      7,846      306,004             --        313,850

Issuance of common stock pursuant to employment
 agreements                                            210,000      2,100       86,333             --         88,433

Issuance of common shares in settlement of debt      2,784,373     27,844      764,294             --        792,138

Issuance of common shares for acquisition              100,000      1,000       18,818             --         19,818

 Issuance of warrant pursuant to debt Agreement             --         --       80,000             --         80,000

Loss for the nine months ended December 31, 2000
 (unaudited)                                                --         --           --     (1,372,982)    (1,372,982)
                                                    ----------   --------   ----------    -----------    -----------
Balance, December 31, 2000 (unaudited)              31,195,064   $311,951   $9,997,179    $(8,405,773)   $ 1,903,357
                                                    ==========   ========   ==========    ===========    ===========
</TABLE>
                     THE ACCOMPANYING NOTES ARE AN INTEGRAL
                       PART OF THESE FINANCIAL STATEMENTS

                                       6
<PAGE>
                              SOLPOWER CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
               FOR THE NINE MONTH PERIOD ENDING DECEMBER 31, 2000

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
nine month period ended December 31, 2000 are not necessarily  indicative of the
results that may be expected for the year ended March 31,  2001.  The  unaudited
consolidated financial statements should be read in conjunction with the audited
financial  statements  and  footnotes  thereto for the year ended March 31, 2000
included in the Company's report on Form 10-KSB.

NOTE 2 - REAL ESTATE LEASE

     On December  15, 2000,  the Company  entered into an Amendment to Lease for
2,739 sq. ft of additional office space at its existing  production  facility in
Phoenix,  Arizona,  commencing March 1, 2001. The Amendment to Lease also grants
the  Company  an option to renew  the  lease  for an  additional  5 years at the
expiration of the current lease term on August 31, 2002, for both the production
facility and the additional  office space.  The base monthly rental for both the
production  and office  space is  approximately  $5,500,  plus CAM  charges  and
property rental tax.

     On December  22, 2000,  the Company gave notice to terminate  its lease for
1,364 feet of office space for its executive offices in Scottsdale, Arizona. The
lease will terminate on March 31, 2001.

NOTE  3 - CONVERTIBLE NOTES

     On September 18, 2000, the Company issued a $500,000 Convertible Promissory
Note to  Dominion  Capital  Pty Ltd.  of which  $330,000  has been funded to the
Company at December  31,  2000.  The note  matures on  September  18,  2001,  is
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.

NOTE 4 - ACQUISITION OF E*COR

     On December 22, 2000, the Company entered into an agreement to purchase the
E*COR enzyme  division of Perix  Industries,  Inc., of  California.  The Company
issued 100,000  restricted  shares of common stock to Perix in consideration for
enzyme inventory,  existing contracts and outstanding contract bids, brand names
and proprietary formula.

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

RESULTS OF OPERATIONS

NINE MONTHS ENDED DECEMBER 31, 2000 COMPARED TO NINE MONTHS ENDED
DECEMBER 31, 1999

     Revenues  for the nine months  ended  December  31,  2000 were  $738,708 as
compared to revenues of $166,784  for the nine months  ended  December 31, 1999.
The increase in revenues resulted primarily from improved fuel additive sales in
several  expanding  regional  markets  of  $89,079  and  the  inclusion  of  our
subsidiary's  refrigerant sales of $482,845 for the three months ending December
31, 2000.

     Cost of sales as a  percentage  of revenues  decreased  from 103.8% for the
nine months ended  December 31, 1999 to 77.7% for the nine months ended December
31,  2000.  This  decrease  is  primarily  attributable  to the gross  profit on
refrigerant sales included in the nine months ended December 31, 2000.

     General and administrative  costs were $1,460,794 for the nine months ended
December 31, 2000 compared to $1,773,367  for the nine months ended December 31,
1999.  The  decrease  of  $312,573,  or 17.6% was due to a decrease  in expenses
associated  with  administration  and a reduction other  non-recurring  expenses
associated with a reorganization of operations.

     We  experienced  a net loss of  $1,372,982  for the nine month period ended
December 31, 2000 as compared with a net loss of  $1,779,912  for the nine month
period ended December 31, 1999.  The 22.8%  decrease was due to increased  sales
and gross  margin on our  subsidiary's  sales,  a  reduction  in  marketing  and
administrative personnel and other reorganization efficiencies.  The decrease in
net loss  would  have been  greater  except for the  increased  amortization  of
intangible assets amounting to $240,000.

THREE MONTHS ENDED DECEMBER 31, 2000 COMPARED TO THREE MONTHS ENDED
DECEMBER 31, 1999

     Revenues  for the three months  ended  December  31, 2000 were  $425,626 as
compared to revenues of $93,527 for the three  months  ended  December 31, 1999.
The  355%  increase  in  revenues  resulted  primarily  from  inclusion  of  our
subsidiary's  refrigerant sales of $369,195 for the three months ending December
31, 2000.

     Cost of sales as a  percentage  of  revenues  increased  from 76.1% for the
three  months  ended  December  31,  1999 to 77.3%  for the three  months  ended
December 31, 2000. This increase is primarily  attributable to the fuel additive
fixed production costs in relation to the revenue generated for the three months
ended December 31, 2000.

     General and  administrative  costs were $582,686 for the three months ended
December 31, 2000  compared to $574,069 for the three months ended  December 31,
1999. The increase of $8,617, or 1.5%, was immaterial.

                                       8
<PAGE>
     We  experienced a net loss of $415,019 for the three months ended  December
31, 2000 as  compared  with a net loss of $551,780  for the three  months  ended
December  31,  1999.  The  24.8%  decrease  was  due  to  gross  profit  on  our
subsidiary's sales and a reduction in marketing and administrative personnel and
other  reorganization  efficiencies.  This  decrease in net loss would have been
greater except for the increase in amortization of intangible  assets  amounting
to $120,000.

LIQUIDITY AND CAPITAL RESOURCES

     At  December  31,  2000,  we had cash and cash  equivalents  of  $34,255 as
compared  to $3,558 at December  31,  1999.  Cash  utilized  in  operations  was
$715,670 for the nine months ending December 31, 2000, as compared to $1,277,646
for the comparative prior year period. The decrease of $561,976 of cash utilized
in operations was primarily attributable to a decrease in our net loss.

     We utilized $552,227 cash in investing activities for the nine month period
ended  December  31,  2000 as  compared  to $46,713  for the nine  months  ended
December  31,  1999.  The primary use of cash in  investing  activities  for the
current year related to the acquisition of an interest in a subsidiary.

     Cash flow provided  from  financing  activities of $1,267,853  for the nine
months ended December 31, 2000 resulted primarily from net advances from related
parties.  This  compares to $1,325,749  of cash flow  generated  during the nine
months  ended  December  31, 1999 from net  advances  from  related  parties and
convertible notes payable that were subsequently converted to equity.

     We anticipate future liquidity needs for product  production and operations
will be met through  increased  product  sales  supplemented  by equity and debt
financing primarily from our major shareholder, Dominion Capital Pty Ltd.

                                     PART II
                                OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES

     On November  16,  2000,  we issued  30,000  shares of common  stock to Mark
Robinson  and  30,000  shares of  common  stock to James  Hirst as stock  grants
pursuant to the terms of their employment agreements.  The shares were issued in
reliance on the  exemption  from  registration  provided by Section  4(2) of the
Securities Act of 1933.

     On  September  18,  2000,  we issued a  Nonnegotiable  Secured  Convertible
Promissory Note in the amount of $500,000 to Dominion  Capital Pty Ltd. The note
bears  interest at the rate of eight  percent per annum and  interest is payable
quarterly.  The note is due September 18, 2001, but may be called for prepayment
at the option of the holder with a 30-day notice. The note is convertible at the
option of the holder upon 30-day notice into shares of  Solpower's  common stock
at a  conversion  price  equal to the lesser of (a) market  price at the date of
notice of conversion or (b) $0.40 per share.  The note was issued in reliance on
the exemption from  registration of the security provided by Section 4(2) of the
Securities Act.

                                       9
<PAGE>
     On December 19, 2000, we agreed to issue 100,000 shares of our common stock
to Perix Industries, Inc. in consideration for the purchase of assets comprising
its E*COR  division.  The 100,000  shares issued in exchange for the assets were
valued at $19,816.  The shares were  issued in  reliance on the  exemption  from
registration of such shares as provided by Section 4(2) of the Securities Act.

     On  December  20,  2000,  we agreed to issue a total of  375,000  shares of
common  stock and  warrants  to  purchase  250,000  shares  of  common  stock in
cancellation of $189,795 of debt owing to Dominion  Capital,  Inc. Of the shares
issued,  125,000 were issued to Trond Matteson and 250,000 shares were issued to
Dominion Capital,  Inc. All warrants were issued to Dominion Capital,  Inc., are
exercisable  at $0.40 per share and expire on December 31, 2002.  The shares and
warrants were issued in reliance on the  exemption  from  registration  of these
securities provided by Section 4(2) of the Securities Act.

     On December 29,  2000,  we agreed to issue  1,060,000  shares of our common
stock to Bell Capital  Corporation.  The shares were issued for consideration of
cancellation  of $265,000 of debt.  We also agreed to register  these shares for
resale. The shares were issued on reliance on the exemption from registration of
the shares provided by Section 4(2) of the Securities Act.

     On December 29, 2000, we agreed to issue 482,260 shares of our common stock
to  Dominion  Capital  Pty Ltd.  The shares  were  issued for  consideration  of
cancellation  of $120,565 of debt.  We also agreed to register  these shares for
resale. The shares were issued on reliance on the exemption from registration of
the shares provided by Section 4(2) of the Securities Act.

     On December 29, 2000, we agreed to issue 420,000 shares of our common stock
to Intavest Pty Ltd. The shares were issued for consideration of cancellation of
$105,000 of debt. We also agreed to register these shares for resale. The shares
were  issued on  reliance  on the  exemption  from  registration  of the  shares
provided by Section 4(2) of the Securities Act.

     On December 29, 2000,  we agreed to issue 16,993 shares of our common stock
to Kurt Kramarenko.  The shares were issued for consideration of cancellation of
$4,248 of debt. We also agreed to register  these shares for resale.  The shares
were  issued on  reliance  on the  exemption  from  registration  of the  shares
provided by Section 4(2) of the Securities Act.

     On December 29, 2000,  we agreed to issue 35,826 shares of our common stock
to Fraser Moffat.  The shares were issued for  consideration  of cancellation of
$8,957 of debt. We also agreed to register  these shares for resale.  The shares
were  issued on  reliance  on the  exemption  from  registration  of the  shares
provided by Section 4(2) of the Securities Act.

     On December 29, 2000, we agreed to issue 394,294 shares of our common stock
to Bio  Engineering  Pty Ltd.  The  shares  were  issued  for  consideration  of
cancellation  of $98,573 of debt.  We also agreed to register  these  shares for
resale. The shares were issued on reliance on the exemption from registration of
the shares provided by Section 4(2) of the Securities Act.

                                       10
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Solpower's  Annual Meeting of  Shareholders  was held on December 11, 2000.
Proxies  were  solicited  for  votes  on  matters  proposed  at the  meeting  in
accordance with Regulation 14A promulgated under the Securities  Exchange Act of
1934.  Solpower's  Proxy Statement for Annual Meeting of Shareholders  was filed
with the  Securities  and Exchange  Commission on November 13, 2000.  The record
date to determine  shareholders  eligible to vote at the meeting was October 31,
2000. As of this record date, 28,250,691 shares of common stock were outstanding
and eligible to be voted on matters before the meeting. At the meeting,  holders
of  19,844,382  shares were present in person or by proxy,  which  constituted a
quorum.

     The first matter submitted for vote by the shareholders was the election of
Fraser M. Moffat, III, Peter D. Voss, Mark S. Robinson, James H. Hirst, Jerry W.
Goddard and Naoya Yoshikawa as the directors of Solpower.  A total of 19,505,952
shares were voted for each of these candidates and 204,130 against.  As a result
of the  vote,  all  candidates  were  elected  to serve on  Solpower's  Board of
Directors  until  the  next  annual  meeting  of  shareholders  or  until  their
successors are elected and qualified.

     The second  matter  submitted  to the  shareholders  was for approval of an
amendment  to  Solpower's  Articles of  Incorporation  increasing  the number of
shares of common stock  Solpower may issue from  30,000,000  to  100,000,000.  A
total of 19,531,652  shares were voted for approval of the amendment and 258,430
were voted  against.  As a result of the vote,  the amendment to the Articles of
Incorporation was approved.

     The third  matter  submitted  to the  shareholders  was for  approval of an
amendment to Solpower's Stock Option and Incentive Plan ("PLAN").  The amendment
to the Plan  provided  that the  number of shares of  common  stock  subject  to
issuance under the Plan would be increased from 2,500,000 to 5,000,000.  A total
of 19,578,799  shares were voted in favor of the amendment and 257,930  against.
As a result of the vote, the amendment of the Plan was approved.

     The final matter  submitted to the shareholders was for the ratification of
the retention of Semple & Cooper,  LLP as  Solpower's  independent  auditors.  A
total of 19,575,952 shares were voted in favor of retention and 204,130 against.
As a  result  of  the  vote,  the  retention  of  Semple  &  Cooper,  LLP as the
independent auditors of Solpower was approved.

     No other matters were voted on at the meeting.

ITEM 5. OTHER INFORMATION

     In December 2000, we formed a new Enzyme Products  Division.  This division
will  focus  on the  development  and  marketing  of  enzyme  technologies  with
potential  commercial value.  Stephen J. Kraynak was appointed as vice president
to head this division.  Mr. Kraynak holds a B.S. in chemical engineering and has
over 25 years experience in the area of environmental and water management.

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<PAGE>
On  December  22,  2000,  we  acquired  from  Perix  Industries,   Inc.  ("PERIX
INDUSTRIES")  assets comprising Perix  Industries' E*COR division.  These assets
will be operated by our Enzyme Products  Division.  The assets include rights to
the E*COR name and the ezKLEAN(TM), soilKLEAN(TM) and petroKLEAN(TM) trademarks,
inventory,  proprietary  formula,  customer lists and  contracts.  The KLEAN(TM)
product  line  consists  of  enzyme  based   products   utilized  for  cleaning,
degreasing,  odor  control,  soil  and  groundwater  remediation,   waste  water
treatment and petroleum deposit removal.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) EXHIBITS.

       10.28  Nonnegotiable Secured Convertible Promissory Note in the principal
              amount of  $500,000  dated  September  18, 2000 issued by Solpower
              Corporation to Dominion Capital Pty Ltd.

       10.29  Amendment to Lease  between  Arizona  Industrial  Capital,  LP and
              Solpower Corporation dated December 15, 2000.

       10.30  Agreement for the Sale of Assets  between Perix  Industries,  Inc.
              and Solpower Corporation dated December 19, 2000.

       10.31  Letter Re: Settlement of Client Services Account Agreement between
              Dominion Securities,  Inc. and Solpower Corporation dated December
              20, 2000.

       10.32  Letter Re:  Agreement for  Conversion of Debt into Shares  between
              Bell Capital  Corporation and Solpower  Corporation dated December
              29, 2000.

       10.33  Letter Re:  Agreement for  Conversion of Debt into Shares  between
              Dominion Capital Pty Ltd. and Solpower  Corporation dated December
              29, 2000.

       10.34  Letter Re:  Agreement for  Conversion of Debt into Shares  between
              Intavest  Pty Ltd.  and Solpower  Corporation  dated  December 29,
              2000.

       10.35  Letter Re:  Agreement for  Conversion of Debt into Shares  between
              Kurt Kramarenko and Solpower Corporation dated December 29, 2000.

       10.36  Letter Re:  Agreement for  Conversion of Debt into Shares  between
              Fraser Moffat and Solpower Corporation dated December 29, 2000.

       10.37  Letter Re:  Agreement for  Conversion of Debt into Shares  between
              Bio Engineering Pty Ltd. and Solpower  Corporation  dated December
              29, 2000.

(b) REPORTS ON FORM 8-K.

     During the three month period ended  December 31, 2000,  Solpower filed one
report on Form 8-K and one on Form  8-K/A.  The Form 8-K was filed on  September
13,  2000 and the Form  8-K/A  was filed on  November  16,  2000.  Both of these
reports  related to Solpower's  acquisition of 50% of the  outstanding  stock of
Protocol Resource Management, Inc.

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                                   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: February 20, 2001                    By /s/ James H. Hirst
                                               ---------------------------------
                                               James H. Hirst
                                               Secretary/Treasurer

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