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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 September 30, 1999

[ ]  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.)


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


                                 (480) 947-6366
                           (Issuer's telephone number)


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

     The number of shares  outstanding of each of the issuer's classes of common
equity was  23,471,560  shares of common stock,  par value $.01, as of September
30, 1999.

           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 SEPTEMBER 30, 1999

                                TABLE OF CONTENTS

                                     PART I
                              FINANCIAL INFORMATION

                                                                            Page
                                                                            ----
Item 1. Financial Statements................................................   2
        Balance Sheet
          September 30, 1999 (unaudited) and March 31, 1999.................   2
        Statements of Operations
          Three and Six Months Ended September 30, 1999 (unaudited)
          and 1998 (unaudited)..............................................   4
        Statement of Cash Flows
          Six Months Ended September 30, 1999 (unaudited)
          and 1998 (unaudited)..............................................   5
        Notes to the Financial Statements...................................   6

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations...........................................   6

                                    PART II.
                                OTHER INFORMATION

Item 2. Changes in Securities...............................................   8

                                   SIGNATURES
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                              SOLPOWER CORPORATION
                                  BALANCE SHEET
                SEPTEMBER 30, 1999 (UNAUDITED) AND MARCH 31, 1999


                                     ASSETS

                                                Sept. 30, 1999    March 31, 1999
                                                  ----------        ----------
                                                  (unaudited)        (audited)
Current Assets
     Cash and Cash Equivalents                    $  115,906        $    2,228
     Accounts Receivables                             63,959            50,145
     Inventory                                        72,032            92,178
                                                  ----------        ----------
Total Current Assets                                 251,897           144,551
                                                  ----------        ----------
Property & Equipment, net                            364,883           399,262
                                                  ----------        ----------
Other Assets
     Marketing Rights                              2,608,333         2,658,333
     Security Deposits                                13,922            13,922
     License Fee Receivable                               --         2,400,000
                                                  ----------        ----------
Total Other Assets                                 2,622,255         5,072,255
                                                  ----------        ----------
Total Assets                                      $3,239,035        $5,616,068
                                                  ==========        ==========

                     THE ACCOMPANYING NOTES ARE AN INTEGRAL
                       PART OF THESE FINANCIAL STATEMENTS

                                        2
<PAGE>
                              SOLPOWER CORPORATION
                                  BALANCE SHEET
                SEPTEMBER 30, 1999 (UNAUDITED) AND MARCH 31, 1999


                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                  Sept. 30, 1999  March 31, 1999
                                                    -----------     -----------
                                                    (unaudited)      (audited)

Current Liabilities
  Lease Payable - Current                           $     1,662     $     4,060
  Loans Payable - Related Parties                        51,440          13,500
  Accounts Payable                                      390,824         429,409
  Accrued Expenses                                      348,685         213,792
  Convertible Notes Payable                           1,500,000              --
                                                    -----------     -----------
Total Current Liabilities                             2,292,611         660,761
                                                    -----------     -----------
Long Term Liabilities
  Loans Payable - Related Parties                        15,218         407,219
  Accrued Expenses Noncurrent                            70,000          70,000
  Deferred Revenue                                           --       2,400,000
                                                    -----------     -----------
Total Long Term Liabilities                              85,218       2,877,219
                                                    -----------     -----------
Total Liabilities                                     2,377,829       3,537,980
                                                    -----------     -----------
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,
  30,000,000 Shares Authorized; Issued
  and Outstanding 23,471,560 Shares at
  September 30, 1999 and 23,456,560
  Shares at March 31, 1999                              234,716         234,566

Additional Paid in Capital                            6,747,625       6,736,525
Accumulated Deficit                                  (6,121,135)     (4,893,003)
                                                    -----------     -----------
Total Stockholders' Equity                              861,206       2,078,088
                                                    -----------     -----------
Total Liabilities and Stockholders' Equity          $ 3,239,035     $ 5,616,068
                                                    ===========     ===========

                     THE ACCOMPANYING NOTES ARE AN INTEGRAL
                       PART OF THESE FINANCIAL STATEMENTS

                                        3
<PAGE>
                              SOLPOWER CORPORATION
                             STATEMENT OF OPERATIONS
                    FOR THE THREE AND SIX MONTH PERIODS ENDED
               SEPTEMBER 30, 1999 (UNAUDITED) AND 1998 (UNAUDITED)


<TABLE>
<CAPTION>
                                        Six Months Ended               Three Months Ended
                                          September 30,                   September 30,
                                  ----------------------------    ----------------------------
                                      1999            1998            1999            1998
                                  ------------    ------------    ------------    ------------
                                  (unaudited)     (unaudited)     (unaudited)     (unaudited)
<S>                               <C>             <C>             <C>             <C>
Revenue
     Sales - Product              $     73,257    $     45,307    $     47,818    $     19,505
     License Fees                           --              --              --              --
                                  ------------    ------------    ------------    ------------
Total Revenues                          73,257          45,307          47,818          19,505

Cost of Sales                          209,634              --          76,668              --
                                  ------------    ------------    ------------    ------------
Gross Profit                          (136,377)         45,307         (28,851)         19,505

Expenses
     General and Administrative      1,091,615       1,054,875         755,687         596,096
                                  ------------    ------------    ------------    ------------
Operating Income (Loss)             (1,227,992)     (1,009,508)       (784,538)       (576,591)
                                  ------------    ------------    ------------    ------------
Other Income (Expense)
     Interest Income                         0           2,189               0           1,880
     Interest Expense                     (140)           (925)              0            (463)
                                  ------------    ------------    ------------    ------------
Total Other Income (Expense)              (140)          1,264               0           1,417
                                  ------------    ------------    ------------    ------------
Net Loss Before Provision           (1,228,132)     (1,008,304)       (784,538)       (575,174)
     for Income Taxes

Provision for Income Taxes                  --              --              --              --
                                  ------------    ------------    ------------    ------------
Net Loss                          $ (1,228,132)   $ (1,008,304)   $   (784,538)   $   (575,174)
                                  ============    ============    ============    ============
Basic (Loss) Per Share            $      (0.05)   $      (0.05)   $      (0.03)   $      (0.03)
                                  ============    ============    ============    ============
Weighted Average Number
    of Shares Outstanding           23,456,560      19,391,560      23,456,560      19,391,560
                                  ============    ============    ============    ============
</TABLE>

                     THE ACCOMPANYING NOTES ARE AN INTEGRAL
                       PART OF THESE FINANCIAL STATEMENTS

                                        4
<PAGE>
                              SOLPOWER CORPORATION
                             STATEMENT OF CASH FLOWS
                         FOR THE SIX MONTH PERIODS ENDED
               SEPTEMBER 30, 1999 (UNAUDITED) AND 1998 (UNAUDITED)

                                                         Six Months Ended
                                                           September 30,
                                                     --------------------------
                                                        1999           1998
                                                     -----------    -----------
                                                     (unaudited)    (unaudited)

Cash Flows From Operating Activities:
  Net Loss                                           $(1,228,132)   $(1,008,304)

Adjustments to reconcile net loss to net cash used
by operating activities
  Depreciation and amortization                          100,486         18,739
  Non-cash Transactions                                   11,250             --
  Changes in operating assets and liabilities
    Accounts receivables                                 (13,814)        43,228
    Inventory                                             20,146         10,461
    License fee receivable                             2,400,000     (2,397,761)
    Prepaid expense                                           --          2,917
    Accounts payable                                     (38,585)        (2,432)
    Accrued expense                                      134,893             --
    Deferred revenue                                  (2,400,000)     2,400,000
                                                     -----------    -----------
  Toal Adjustments                                       214,376        193,696
                                                     -----------    -----------
Net cash used by operating activities                 (1,013,756)      (814,608)
                                                     -----------    -----------
Cash Flows from Investing Activities:
  Capital Expenditures                                   (16,107)      (120,480)
                                                     -----------    -----------
Net cash used by Investing Activities:                   (16,107)      (120,480)
                                                     -----------    -----------
Cash Flows from Financing Activities:
  Proceeds From Issuance of Common Stock                      --        600,000
  Capital Lease Obligations                               (2,398)        (2,116)
  Convertible Notes Payable                            1,500,000             --
  Loans and Advances from related parties               (354,061)       201,178
                                                     -----------    -----------
Net cash provided by financing activities              1,143,541        799,062
                                                     -----------    -----------
Increase (Decrease) in Cash and Cash Equivalents     $   113,678    $  (136,026)
Cash and Cash Equivalents, Beginning of Period             2,228        183,842
                                                     -----------    -----------
Cash and Cash Equivalents, End of Period             $   115,906    $    47,816
                                                     -----------    -----------
Supplemental Information
Cash Paid For:
Interest                                             $         0    $       925
                                                     ===========    ===========
Income Taxes                                         $         0    $         0
                                                     ===========    ===========

                     THE ACCOMPANYING NOTES ARE AN INTEGRAL
                       PART OF THESE FINANCIAL STATEMENTS

                                        5
<PAGE>
                              SOLPOWER CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
               FOR THE SIX MONTH PERIOD ENDING SEPTEMBER 30, 1999


NOTE 1 - BASIS OF PREPARATION

     The  accompanying   unaudited  condensed  financial  statements  have  been
prepared in accordance with generally accepted accounting principles for interim
financial  information and Article 10 of Regulation S-X. These statements do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three  and six  month  periods  ended  September  30,  1999 are not  necessarily
indicative  of the  results  that may be  expected  for the year ended March 31,
2000. The unaudited condensed financial statements should be read in conjunction
with the financial statements and footnotes thereto for the year ended March 31,
1999 included in the Company's report on form 10-KSB.

NOTE 2 - LICENSE FEE RECEIVABLES

     On November 7, 1999, the Company  terminated  its Master License  Agreement
with Houston Mercantile Exchange, Inc., holder of the South (Texas, Oklahoma and
New Mexico) and Mexico licenses.  The Company regains the right to operate these
territories  as corporate  sales  territories  in exchange for 30,000  shares of
stock yet to be issued and cancellations of Promissory Notes totaling $2,160,000
and unpaid  license fee deposits of $240,000.  This  transaction is reflected in
the financial statements as of September 30, 1999.

NOTE 3 - REAL ESTATE LEASE

     On November 8, 1999,  the Company  negotiated an early  termination  of the
lease from its Stetson  Drive  offices to January 31, 2000 from June 30, 2000 in
exchange for issuance of 15,000 shares of stock and a cash payment of $1,000.

NOTE 4 - CONVERTIBLE NOTES

     The Company has issued  $1,5000,000  in 6% Convertible  Notes Payable.  The
notes mature on September 30, 2000,  and are  convertible  into common shares of
the  Company at the issue  price of $1.00 per share for each $1.00 of  principal
owed. The notes automatically convert in the event the Company's shares trade at
$1.75 or higher for ten consecutive trading days.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

SIX MONTHS ENDED  SEPTEMBER 30, 1999 COMPARED TO SIX MONTHS ENDED  SEPTEMBER 30,
1998

     Revenues  from the sale of Soltron for the six months ended  September  30,
1999 were  $73,257 as compared to revenues of $45,307 for the three months ended
September 30, 1998. The Company  recovered the Territorial  Licenses  previously
sold to Masters  Marketing  Group,  Solpower  Southeast  Corporation and Houston
Mercantile  Exchange,  Inc. and is operating those areas as Company territories.
The  increase in revenues  resulted  primarily  from  improved  sales in several
expanding  regional markets during the six month period ended September 30, 1999
compared to the six month period ended September 30, 1998.

     General and  administrative  costs were $1,091,615 for the six month period
ended  September 30, 1999 compared to $1,054,875  for the six month period ended
September  30, 1998.  The slight  increase  (3%) in costs was due to  additional
expenses incurred in relation to the territorial license repurchase agreements.

     Cash flows of  $1,145,939  were provided by  convertible  notes payable and
advances  from related  parties for the six months ended  September  30, 1999 as
compared  with  $801,178   received  from  related  party   advances  and  stock
subscription payments for the six months ended September 30, 1998.

     The Company  experienced a net loss of $1,228,132  for the six months ended
September  30, 1999 as  compared  with a loss of  $1,008,304  for the six months
ended September 30, 1998 due in part to expenses  incurred for the repurchase of
all  outstanding  territorial  licenses,  debt  restructuring  costs  and  other
liabilities.

THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1998

     Revenues from the sales of Soltron for the three months ended September 30,
1999 were  $47,818 as compared to revenues of $19,505 for the three months ended
September 30, 1998.  The increase in revenues  resulted  primarily from improved

                                        6
<PAGE>
sales in  several  expanding  regional  markets  during the three  months  ended
September 30, 1999 compared to the three month period ended September 30, 1998.

     General and  administrative  costs were $755,687 for the three months ended
September 30, 1999 compared to $596,096 for the three months ended September 30,
1998.  This 27%  increase in costs was due to  increases  in regional  sales and
marketing efforts, debt restructuring charges and other liabilities.

     The Company  experienced  a net loss of $784,538 for the three months ended
September  30,  1999 as  compared  with  $575,174  for the  three  months  ended
September  30,  1998  due  primarily  from the  one-time  costs  related  to the
repurchase of all outstanding territorial licenses.

LIQUIDITY AND CAPITAL RESOURCES

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

                                        7
<PAGE>
                                     PART II
                                OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES

     On September  24, 1999,  the Company sold a total of  $1,500,000  of its 6%
Convertible   Notes  Payable  (the  "Notes")  for  a  total  purchase  price  of
$1,500,000.  No placement  agent was utilized and no commissions  were paid with
respect to the sale of the Notes.  The Notes were sold to  Dominion  Capital Pty
Ltd.,  the  Company's  largest  shareholder,  and  certain  other  entities  and
individuals  affiliated with the Company and with Dominion  Capital Pty Ltd. The
Notes mature on September 30, 2000 and are convertible  into 1,500,000 shares of
the Company's common stock at a rate of 1 share for each $1.00 of principal owed
under the Notes. The Notes will automatically convert in the event the Company's
common stock trades at $1.75 or higher for ten  consecutive  trading  days.  The
Notes were issued in reliance on Section 4(2) of the  Securities Act of 1933, as
amended.  The  Company  has used the  proceeds  from the sale of the  Notes  for
general corporate and development purposes.

     Effective  December 31, 1999,  the Company and the  purchasers of the Notes
entered into an agreement  changing the conversion  rate to one (1) share of the
Company's  common  stock for each  $0.50 of  principal  owed  under  the  Notes.
Accordingly,  the number of common  shares into which the Notes are  convertible
was increased to 3,000,000. The Notes were unchanged in all other respects.

                                   SIGNATURES

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

                                        SOLPOWER CORPORATION
                                        (Registrant)


Dated: March 8, 2000                    By /s/ James H. Hirst
                                           -------------------------------------
                                           James H. Hirst
                                           Chief Executive Officer

                                        8