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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, 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 32,931,919 shares of common stock, par value $.01, as of December 31,
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 DECEMBER 31, 2001
                                TABLE OF CONTENTS

                                     PART I
                              FINANCIAL INFORMATION

                                                                            Page
                                                                            ----

Item 1.  Financial Statements...............................................   2
         Consolidated Balance Sheets
           December 31, 2001 (Unaudited) and March 31, 2001.................   2
         Consolidated Statements of Operations
           For the Three and Nine Months Ended December 31, 2001 (Unaudited)
           and 2000 (Unaudited).............................................   3
         Consolidated Statements of Cash Flows
           For the Nine Months Ended December 31, 2001 (Unaudited)
           and 2000 (Unaudited).............................................   4
         Statement of Stockholders' Equity
           For the Nine Months Ended December 31, 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

                                   SIGNATURES
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                              SOLPOWER CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                DECEMBER 31, 2001 (UNAUDITED) AND MARCH 31, 2001
                                     ASSETS

<TABLE>
<CAPTION>
                                                        December 31,
                                                           2001           March 31,
                                                        (Unaudited)         2001
                                                        ------------    ------------
<S>                                                     <C>             <C>
Current Assets:
  Cash and cash equivalents                             $         --    $     14,259
  Accounts receivables                                       137,646         375,640
  Accounts receivable - affiliate                             18,669              --
  Tax credit receivable                                        8,690          23,108
  Prepaid expenses                                            39,604          33,341
  Inventory                                                  390,244         538,253
                                                        ------------    ------------
          Total Current Assets                               594,853         984,601
                                                        ------------    ------------

Property and equipment, net                                  367,166         559,538
                                                        ------------    ------------

Other Assets:
  Marketing licenses, net                                  1,680,000       2,098,333
  Formula and customer list, net                              12,499          10,833
  Deferred income tax asset                                   81,202          54,838
  Goodwill, net                                              266,152         320,593
                                                        ------------    ------------
          Total Other Assets                               2,039,853       2,484,597
                                                        ------------    ------------

                                                        $  3,001,872    $  4,028,736
                                                        ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Bank overdraft                                        $     14,328    $         --
  Bank revolving line                                          6,039         216,917
  Current portion long-term debt                              25,116          42,264
  Short-term notes payable                                   110,000              --
  Accounts payable - trade                                   697,296         649,430
                   - related party                           114,592          95,461
  Accrued expenses                                           203,825         289,562
  Customer deposits payable                                  179,383          63,336
                                                        ------------    ------------
          Total Current Liabilities                        1,350,579       1,356,970
                                                        ------------    ------------

Long-Term Liabilities:
  Long-term debt, net of current portion                     696,115         694,447
  Loans payable to related parties                           400,000         403,379
                                                        ------------    ------------
          Total Long-Term Liabilities                      1,096,115       1,097,826
                                                        ------------    ------------

          Total Liabilities                                2,446,694       2,454,796
                                                        ------------    ------------

Minority Interest in Subsidiary                               55,011          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 32,931,919
    shares and 31,255,064, respectively                      329,320         312,551
  Common stock subscribed                                         --         256,000
  Additional paid-in capital                              10,573,689      10,120,179
  Accumulated deficit                                    (10,401,748)     (9,182,640)
  Foreign currency translation adjustment                     (1,094)         (6,157)
                                                        ------------    ------------
          Total Stockholders' Equity                         500,167       1,499,933
                                                        ------------    ------------
                                                        $  3,001,872    $  4,028,736
                                                        ============    ============
</TABLE>

                          SEE THE ACCOMPANYING NOTES TO
                           THESE FINANCIAL STATEMENTS

                                       2
<PAGE>
                              SOLPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       FOR THE THREE AND NINE MONTHS ENDED
               DECEMBER 31, 2001 (UNAUDITED) AND 2000 (UNAUDITED)

<TABLE>
<CAPTION>
                                            Three Months Ended               Nine Months Ended
                                               December 31,                    December 31,
                                       ----------------------------    ----------------------------
                                           2001            2000            2001            2000
                                       ------------    ------------    ------------    ------------
<S>                                    <C>             <C>             <C>                <C>
Revenues:
  Sales - fuel additive                $     62,827    $     56,431    $    451,684       $255,8637
  Sales - refrigerant & cylinders           260,066         369,195       1,626,228         482,845
                                       ------------    ------------    ------------    ------------
      Total Revenues                        322,893         425,626       2,077,912         738,708
                                       ------------    ------------    ------------    ------------

Cost of Sales:
  Fuel additive                             105,828          71,152         412,617         240,874
  Refrigerant & cylinders                   174,884         257,945       1,299,866         333,350
                                       ------------    ------------    ------------    ------------
                                            280,712         329,097       1,712,483         574,224
                                       ------------    ------------    ------------    ------------

Gross Profit                                 42,181          96,529         365,429         164,484
                                       ------------    ------------    ------------    ------------

Expenses:
  General and administrative                458,427         582,686       1,474,268       1,460,794
                                       ------------    ------------    ------------    ------------

Operating Loss                             (416,246)       (486,157)     (1,108,839)     (1,296,310)
                                       ------------    ------------    ------------    ------------

Other Income (Expense):
  Interest income                                 4           2,329              10           2,686
  Interest expense                          (21,791)        (20,635)       (156,534)       (124,478)
  Foreign currency transaction gain              --             119              --          15,446
  Settlement cost                                --              --              --         (60,000)
                                       ------------    ------------    ------------    ------------

Total Other Income (Expense)                (21,787)        (18,187)       (156,524)       (166,346)
                                       ------------    ------------    ------------    ------------

Net Loss Before Provision for Income
  Taxes and Minority Interest              (438,033)       (504,344)     (1,265,363)     (1,462,656)

Income Taxes                                 13,391              --          27,530              --

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

Minority Interest                            10,717           7,730          18,725           8,079
                                       ------------    ------------    ------------    ------------

Net Loss                               $   (413,925)   $   (415,019)   $ (1,219,108)   $ (1,372,982)
                                       ============    ============    ============    ============

Basic Loss Per Share                   $      (0.01)   $      (0.01)   $      (0.04)   $      (0.05)
                                       ============    ============    ============    ============

Weighted Average Number
  of Shares Outstanding                  32,931,919      28,418,388      32,212,028      27,505,159
                                       ============    ============    ============    ============
</TABLE>

                          SEE THE ACCOMPANYING NOTES TO
                           THESE FINANCIAL STATEMENTS

                                       3
<PAGE>
                              SOLPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE NINE MONTHS ENDED
               DECEMBER 31, 2001 (UNAUDITED) AND 2000 (UNAUDITED)

<TABLE>
<CAPTION>
                                                           Nine Months Ended December 31,
                                                           ------------------------------
                                                                2001           2000
                                                             -----------    -----------
<S>                                                          <C>            <C>
Cash Flows From Operating Activities:
  Net Loss                                                   $(1,219,108)   $(1,372,982)

  Adjustments to reconcile net loss to net cash provided
  (used) by operating activities:
    Depreciation and amortization                                692,299        419,767
    Non-cash transactions                                        102,250        243,783
    Minority interest                                            (18,725)        (8,079)
    Changes in operating assets and liabilities:
      Accounts receivable - trade                                237,995         56,795
                          - affiliated party                     (17,212)            --
      Tax credit receivable                                       14,418            205
      Prepaid expenses                                            (6,263)        (3,623)
      Inventory                                                  148,009         23,244
      Bank overdraft                                              14,328         81,916
      Accounts payable - trade                                    47,865        (38,196)
                       - related parties                          19,131        (51,947)
      Accrued expenses                                           (85,737)       (37,580)
      Customer deposits payable                                  116,047        (28,810)
      Deferred income tax asset                                  (26,364)          (163)
                                                             -----------    -----------
          Net Cash Provided (Used) by Operating Activities        18,933       (715,670)
                                                             -----------    -----------

Cash Flows from Investing Activities:
  Capital Expenditures                                           (21,131)      (116,696)
  Cash acquired with acquisition                                      --         72,819
  Investment in subsidiary                                            --       (508,350)
                                                             -----------    -----------
          Net Cash Used by Investing Activities:                 (21,131)      (552,227)
                                                             -----------    -----------

Cash Flows from Financing Activities:
  Advances from related parties                                       --      1,325,092
  Decrease in revolving line of credit                          (210,878)            --
  Proceeds from sale of common stock                             113,500             --
  Proceeds from short-term debt                                  110,000             --
  Payments on long-term debt                                     (19,847)       (17,094)
  Payments to related parties                                     (4,836)       (40,145)
                                                             -----------    -----------
          Net Cash Provided (Used) by Financing Activities       (12,061)     1,267,853
                                                             -----------    -----------

Decrease in Cash and Cash Equivalents                            (14,259)           (44)
Cash and Cash Equivalents, Beginning of Period                    14,259         34,299
                                                             -----------    -----------

Cash and Cash Equivalents, End of Period                     $        --    $    34,255
                                                             ===========    ===========
</TABLE>

                          SEE THE ACCOMPANYING NOTES TO
                           THESE FINANCIAL STATEMENTS

                                       4
<PAGE>
                              SOLPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE NINE MONTHS ENDED
               DECEMBER 31, 2001 (UNAUDITED) AND 2000 (UNAUDITED)
                                   (CONTINUED)


<TABLE>
<CAPTION>
Supplemental Information:                                            2001          2000
-------------------------                                           --------      --------
<S>                                                                 <C>           <C>
Cash Paid For:
  Interest                                                          $ 50,439      $  4,474
  Income taxes                                                      $  2,191      $     --

Non-cash Investing and Financing:
  Issuance of common shares for settlement costs                    $     --      $ 75,350

  Issuance of common shares for conversion of debt                  $  4,839      $995,638

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

  Issuance of warrants pursuant to debt agreements                  $ 84,250      $ 80,000

  Amortized discounted loan interest                                $  9,701      $     --

  Issuance of common shares pursuant to stock grant                 $  6,650      $     --

  Issuance of shares for acquisition of customer list and formula   $     --      $ 19,818

  Issuance of common stock pursuant to employment agreements        $     --      $ 88,433

  Issuance of common for formula                                    $  5,040      $     --

  Change in cumulative translation account                          $ (3,190)     $     --
</TABLE>

                          SEE THE ACCOMPANYING NOTES TO
                           THESE FINANCIAL STATEMENTS

                                       5
<PAGE>
                              SOLPOWER CORPORATION
                        STATEMENT OF STOCKHOLDERS' EQUITY
                            FOR THE NINE MONTHS ENDED
                          DECEMBER 31, 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

Conversion of debt to equity              19,355         194          4,645                                                   4,893

Common stock subscribed                                                          197,750                                    197,750

Issuance of common stock subscribed    1,567,500      15,675        438,075     (453,750)                                        --

Common stock issued for purchase of
formula                                   40,000         400          4,640                                                   5,040

Common stock issued for services          50,000         500          6,150                                                   6,650

Change in cumulative translation
account                                                                                                        5,063          5,063

Loss, period ended
December 31, 2001                             --          --             --           --      (1,219,108)         --     (1,219,108)
                                      ----------   ---------   ------------    ---------    ------------    --------    -----------
Balance, December 31, 2001
(unaudited)                           32,931,919   $ 329,320   $ 10,573,689    $      --    $(10,401,748)   $ (1,094)   $   500,167
                                      ==========   =========   ============    =========    ============    ========    ===========
</TABLE>

                          SEE THE ACCOMPANYING NOTES TO
                           THESE FINANCIAL STATEMENTS

                                       6
<PAGE>
                              SOLPOWER CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDING DECEMBER 31, 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
nine-month period ended December 31, 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
consolidated 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 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 the 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.

NOTE 3 - GOING CONCERN

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with generally  accepted  accounting  principles,  which contemplates
continuation  of the  Company  as a going  concern.  However,  the  Company  has
sustained  significant  losses from operations and has a working capital deficit
of approximately $756,000 as of December 31, 2001.

The above  conditions  indicate  that the  Company  may be unable to continue in
existence.  The financial  statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts,  or the amounts
and  classification of liabilities that might be necessary should the Company be
unable to continue in existence.

                                       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

NINE MONTHS ENDED DECEMBER 31, 2001 COMPARED TO NINE MONTHS ENDED DECEMBER 31,
2000

     Revenues for the nine months ended  December  31, 2001 were  $2,077,912  as
compared to $738,708 for the nine months ended December 31, 2000, or an increase
of  $1,339,204.  The  increase  resulted  from  increased  fuel  additive  sales
primarily in new markets amounting to approximately $195,821 and increased sales
of our subsidiary's  refrigerant  sales amounting to  approximately  $1,143,383.
Revenues  from  refrigerant  sales for the nine months  ended  December 31, 2000
include revenues from August 2000, the date of acquisition.

     Cost of sales as a percentage of revenues increased from 77.7% for the nine
months ended  December 31, 2000 to 82.4% for the nine months ended  December 31,
2001. The cost of sales of the refrigerant & cylinders increased as a percentage
of  refrigerant & cylinder  sales from 69.0% for the nine months ended  December
31, 2000 to 79.9% for the nine months ended December 31, 2001.  This increase is
primarily  attributable to increased costs of cylinder sales.  The cost of sales
of the fuel  additive  decreased as a percentage  of sales to 91.4% for the nine
months ended  December  31, 2001 from 94.1% for the nine months  ended  December
31,2000.  Fixed costs comprised of labor, rent and amortization and depreciation
were included in fuel additive costs of sales. These costs were $255,836 for the
nine months ended December 31, 2001 or 62.0% of the total of fuel additive costs
of sales as compared to $148,609 or 61.7% of the total of fuel additive costs of
sales for the nine months ended December 31, 2000.

     General and administrative  costs were $1,474,268 for the nine months ended
December 31, 2001 compared to $1,460,794  for the nine months ended December 31,
2000. The increase of $13,474 or 0.9% includes our  subsidiary's  administrative
costs of $380,414 and an increase in amortization of intangibles of $123,375 for
the nine months ended December 31, 2001. The subsidiary's  administrative  costs
were only present for four months in the period ended December 31, 2000 and with
the increase in amortization of the intangibles in the current period,  the cost
savings that management has implemented are not fully reflected.

     Interest expense increased from $124,478 for the nine months ended December
31, 2000 to $156,534 for the nine months ended  December 31, 2001.  The increase
is comprised of an $84,250 non-cash charge related to our stock placements.

     We  experienced a net loss of $1,219,108 for the nine months ended December
31, 2001 as compared  with a net loss of  $1,372,982  for the nine months  ended
December 31, 2000.  The 11% decrease was due to increased  sales and a reduction
in  administrative  expenses as a percentage  of sales and other  administrative
cost efficiencies. The nine-month period ending December 31, 2000, only included
four months related to our subsidiary.

                                       8
<PAGE>
THREE MONTHS ENDED DECEMBER 31, 2001 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
2000

     Revenues  for the three months  ended  December  31, 2001 were  $322,893 as
compared to $425,626 for the three months ended  December 31, 2000. The decrease
of revenues  amounting  to  $102,733  resulted  mainly  from a decreased  in our
subsidiary's  refrigerant  revenues of  $109,129.  For the three  months  ending
December 31, 2001, a decrease in revenues in both product lines  occurred  after
the September 11, 2001 terrorist attacks.

     Cost of sales as a  percentage  of  revenues  increased  from 77.3% for the
three  months  ended  December  31,  2000 to 86.9%  for the three  months  ended
December 31, 2001. The cost of sales of the refrigerant & cylinders decreased as
a percentage of refrigerant & cylinder sales to 67.3% for the three months ended
December 31, 2001 from 69.9% for the three months ended  December 31, 2000.  The
cost of sales of the fuel additive  increased as a percentage of sales to 168.4%
for the three  months  ended  December 31, 2001 from 126.1% for the three months
ended  December  31,  2000.  This  increase  is due to  decreased  sales and the
corresponding  increased  percentage  of the fixed costs  component  of the fuel
additive costs of sales.  Fixed costs comprised of labor,  rent and amortization
and depreciation were included in fuel additive costs of sales. These costs were
$86,103 for the three  months  ended  December 31, 2001 or 81.4% of the total of
fuel  additive  costs of sales as  compared  to $48,713 or 68.5% of the total of
fuel additive costs of sales for the three months ended December 31, 2000.

     General and  administrative  costs were $458,427 for the three months ended
December 31, 2001  compared to $582,686 for the three months ended  December 31,
2000.  The decrease of $124,259,  or 21%, is indicative of  administrative  cost
reductions that have been implemented.

     Interest expense  increased  $1,156, or 6%, to $21,791 for the three months
ended  December  31,  2001 as compared  to $20,635  for the three  months  ended
December 31, 2000.

     We  experienced a net loss of $413,925 for the three months ended  December
31, 2001 as  compared  with a net loss of $415,019  for the three  months  ended
December 31,  2000.  For the three  months  ended  December  31,2000 the Company
recognized  an  extraordinary  item of relief of debt from a related party which
amounted to $81,595 and reduced the loss for the period.

LIQUIDITY AND CAPITAL RESOURCES

     At December 31, 2001, we had cash and cash equivalents of $0 as compared to
$34,255 at December 31, 2000.  Cash provided by  operations  was $18,933 for the
nine months  ending  December  31,  2001,  as  compared to $715,670  utilized by
operations for the  comparative  prior year period.  The decrease of $734,603 of
cash  utilized in  operations  was primarily  attributable  to increased  sales,
accounts  receivable turn,  inventory reduction and an increase in depreciation,
amortization and other non-cash items.

     We utilized $21,131 cash in investing  activities for the nine months ended
December 31, 2001 as compared to $552,227 for the nine months ended December 31,
2000, which includes the Company's $508,350 investment in its subsidiary.

     Cash flow utilized in financing  activities was $12,061 for the nine months
ended  December 31, 2001  compared to  $1,267,853  of cash flow  generated  from
financing  activities  during the nine months ended  December 31, 2000. The cash
flow generated for the nine months ended December 31, 2000 was  attributable  to
advances from related parties.

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

                                       9
<PAGE>
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 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.

                                     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: February 19, 2002                By /s/ James H. Hirst
                                           -------------------------------------
                                           James H. Hirst
                                           Chief Executive Officer

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