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

                                  FORM 10-QSB/A
                                (Amendment No. 1)

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended June 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 Identification No.)
Incorporation or organization)

                       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 23,391,560 shares of common stock, par value $.01, as of December 31,
1998.

     Transitional Small Business Disclosure Format (check one):

                                Yes [X]   No [ ]

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<PAGE>
                              SOLPOWER CORPORATION
                          INDEX TO FORM 10-QSB/A FILING
                       FOR THE QUARTER ENDED JUNE 30, 1999

                                TABLE OF CONTENTS

                                     PART I
                              FINANCIAL INFORMATION
                                                                            Page
                                                                            ----

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

         Balance Sheet
           June 30, 1999 (unaudited) and March 31, 1999.....................  2

         Statements of Operations
           Three Months Ended June 30, 1999 (unaudited) and 1998 (unaudited)  4

         Statement of Cash Flows
           Three Months Ended June 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

None.

                                   SIGNATURES
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

                                     ASSETS

                                                  June 30, 1999   March 31, 1999
                                                  -------------   --------------
                                                   (unaudited)      (audited)

Current Assets
     Cash and Cash Equivalents                      $   33,833      $    2,228
     Accounts Receivables                               46,336          50,145
     Inventory                                          82,532          92,178
                                                    ----------      ----------
Total Current Assets                                   162,701         144,551
                                                    ----------      ----------

Property & Equipment, net                              389,202         399,262
                                                    ----------      ----------

Other Assets
     Marketing Rights                                2,633,333       2,658,333
     Security Deposits                                  13,922          13,922
     License Fee Receivable                          2,400,000       2,400,000
                                                    ----------      ----------
Total Other Assets                                   5,047,255       5,072,255

Total Assets                                        $5,599,158      $5,616,068
                                                    ==========      ==========

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

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



                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                   June 30, 1999  March 31, 1999
                                                   -------------  --------------
                                                    (unaudited)      (audited)

Current Liabilities
     Lease Payable - Current                         $     2,677    $     4,060
     Loans Payable - Related Parties                      14,958         13,500
     Accounts Payable                                    380,485        429,409
     Accrued Expenses                                    233,327        213,792
                                                     -----------    -----------

Total Current Liabilities                                631,447        660,761
                                                     -----------    -----------

Long Term Liabilities
     Loans Payable - Related Parties                     863,218        407,219
     Accrued Expenses Noncurrent                          70,000         70,000
     Deferred Revenue                                  2,400,000      2,400,000
                                                     -----------    -----------
Total Long Term Liabilities                            3,333,218      2,877,219
                                                     -----------    -----------

Total Liabilities                                      3,964,665      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;                                       234,566        234,566
  Issued and Outstanding 23,456,560 Shares at
  June 30, 1999 and March 31, 1999

  Additional Paid in Capital                           6,736,525      6,736,525
  Accumulated Deficit                                 (5,336,598)    (4,893,003)
                                                     -----------    -----------

Total Stockholders' Equity                             1,634,493      2,078,088
                                                     -----------    -----------

Total Liabilities and Stockholders' Equity           $ 5,599,158    $ 5,616,068
                                                     ===========    ===========

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

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



                                               For the Three Month Periods Ended
                                               ---------------------------------
                                                June 30, 1999    June 30, 1998
                                                -------------    -------------
                                                 (unaudited)       (audited)

Revenue
     Sales - Product                             $     25,439    $     25,802
     License Fees                                          --              --
                                                 ------------    ------------
Total Revenues                                         25,439          25,802

Cost of Sales                                         132,966              --
                                                 ------------    ------------

Gross Profit                                         (107,526)         25,802

Expenses
     General and Administrative                       335,928         458,779
                                                 ------------    ------------

Operating Loss                                       (443,454)       (432,977)
                                                 ------------    ------------

Other Income (Expense)
     Interest Income                                        0             309
     Interest Expense                                     140            (462)
                                                 ------------    ------------

Total Other Income (Expense)                             (140)           (153)
                                                 ------------    ------------

Net Loss Before Provision for Income Taxes           (443,454)       (433,130)
Provision for Income Taxes                                 --              --
                                                 ------------    ------------

Net Loss                                         $   (443,454)   $   (433,130)
                                                 ============    ============

Basic (Loss) Per Share                           $      (0.02)   $      (0.02)
                                                 ============    ============

Weighted Average Number of Shares Outstanding      23,443,492      17,891,560
                                                 ============    ============

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

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



                                               For the Three Month Periods Ended
                                               ---------------------------------
                                                  June 30, 1999  June 30, 1998
                                                  -------------  -------------
                                                   (unaudited)     (audited)

Cash Flows From Operating Activities:
     Net Loss                                        $(443,595)   $  (433,130)

Adjustments to reconcile net loss to net
  cash by operating activities
     Depreciation and amortization                      50,714         71,869
     Changes in operating assets and liabilities
        Accounts receivables                            (3,808)       (38,803)
        License fee receivable                              --     (2,397,762)
        Prepaid expense                                     --          2,917
        Inventory                                        9,646          7,076
        Accounts payable                               (48,924)        (2,432)
        Accrued expense                                 19,535             --
        Deferred revenue                                    --      2,400,000
                                                     ---------    -----------
Net cash used by operating activities                 (408,816)      (390,265)
                                                     ---------    -----------

Cash Flows from Investing Activities:
     Purchase of property and equipment                (15,653)       (22,383)
                                                     ---------    -----------
Net cash used by investing activities                  (15,653)       (22,383)
                                                     ---------    -----------
Cash Flows from Financing Activities
     Payment received on stock subscriptions                --        100,000
     Payments on lease payable                          (1,383)        (1,058)
     Loans and Advances from related parties           457,457        130,169
                                                     ---------    -----------
Net cash provided by financing activities              456,074        229,111
                                                     ---------    -----------

Increase (Decrease) in Cash and Cash Equivalents     $  31,604    ($  183,537)
Cash and Cash Equivalents, Beginning of Period           2,228        183,842
                                                     ---------    -----------
Cash and Cash Equivalents, End of Period             $  33,832    $       305
                                                     ---------    -----------

SUPPLEMENTAL INFORMATION
Cash Paid For:
Interest                                             $     140    $       462
                                                     =========    ===========
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 THREE MONTH PERIOD ENDING JUNE 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 month period  ended June 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 May 14, 1999, the Company  terminated its Master License  Agreement with
Masters  Marketing Group,  holder of the Great Lakes (Ohio,  Indiana,  Illinois,
Michigan, Wisconsin) license. The Company regains the right to operate the Great
Lakes territory as a corporate  sales territory in exchange for  cancellation of
the  Promissory  Note of  $1,080,000,  issuance  of  15,000  shares of stock and
repayment of the license fee  downpayment of $120,000.  The downpayment is to be
repaid  at  $5,000  per  month  without  interest.  See Note 4 of the  footnotes
accompanying the March 31, 1999 audited financial  statements.  This transaction
is reflected in the financial statements as of March 31, 1999.

     On September 7, 1999, the Company  terminated its Master License  Agreement
with Solpower  Southeast  Corporation.  The Company regains the right to operate
the Southeast territory (Alabama, Arkansas, Florida, Georgia and Mississippi) as
a corporate sales territory in exchange for  cancellation of the Promissory Note
of  $1,080,000,  repayment  of the license fee  downpayment  of $120,000 and the
issuance of 20,000 shares of stock.  The  downpayment is expected to be refunded
by October 30, 1999. See Note 4 of the footnotes accompanying the March 31, 1999
audited  financial  statements.  This  transaction is reflected in the financial
statements as of March 31, 1999.

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

RESULTS OF OPERATIONS

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

     Revenues  for the three months ended June 30, 1999 were $25,439 as compared
to revenues of $25,082 for the three  months  ended June 30,  1998.  The Company
recovered  the  Territorial  Licenses  previously  sold  to  Solpower  Southeast
Corporation and Masters  Marketing Group and is operating those areas as Company
territories.  The increase in revenues resulted primarily from improved sales in
several expanding  regional markets during the three-month period ended June 30,
1999 compared to the year ended March 31, 1999.

                                       6
<PAGE>
     The  Company's  operation  of the areas  formerly  covered  by  Territorial
Licenses  are  expected to generate  substantially  more revenue for the Company
than with the licensee arrangement.

     General and  administrative  costs were $295,929 for the quarter ended June
30, 1999 compared to $458,779 for the three months ended June 30, 1998.  The 35%
reduction in costs were due, to a reduction in the number of area sales managers
and a reduction in the other  non-recurring  expenses  associated  with starting
operations.

     Cash  flow  of  $416,074  was  provided  by  related  party   advances  and
convertible  notes  payable for the three months ended June 30, 1999 as compared
with  $230,169  received  from related  party  advances  and stock  subscription
payments for the three month period ended June 30, 1998.

     The Company  experienced  a net loss of $403,595 for the three months ended
June 30, 1999 as compared  with  $433,130  for the three  months  ended June 30,
1998.

LIQUIDITY AND CAPITAL RESOURCES

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

                                     PART II
                                OTHER INFORMATION

NONE.

                                   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: December 18, 1999                    By  /s/ James H. Hirst
                                                --------------------------------
                                                James H. Hirst
                                                Chief Executive Officer

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