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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, 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 23,646,560 shares of common stock, par value $.01, as of December 31,
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 DECEMBER 31, 1999

                                TABLE OF CONTENTS

                                     PART I
                              FINANCIAL INFORMATION
                                                                           Page
                                                                           ----
Item 1. Financial Statements...............................................  2

        Balance Sheet
          December 31, 1999 (unaudited) and March 31, 1999.................  2
        Statements of Operations
          Three and Nine Months Ended December 31, 1999
          (unaudited) and 1998 (unaudited).................................  4
        Statement of Cash Flows
          Nine Months Ended December 31, 1999
          (unaudited) and 1998 (unaudited).................................  5
        Statement of Stockholders' Equity
          Nine Months Ended December 31, 1999
          (unaudited) and Year Ended March 31, 1999........................  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 5. Other Information.................................................. 10

Item 6. Exhibits and Reports on Form 8-K................................... 10

                                   SIGNATURES
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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


                                     ASSETS
                                                   Dec. 31,1999   March 31, 1999
                                                   ------------   --------------
                                                   (unaudited)       (audited)
CURRENT ASSETS
  Cash and Cash Equivalents                         $    3,558      $    2,228
  Accounts Receivables                                  63,752          50,145
  Inventory                                             54,684          92,178
                                                    ----------      ----------
Total Current Assets                                   121,994         144,551
                                                    ----------      ----------

Property & Equipment, net                              370,695         399,262
                                                    ----------      ----------
OTHER ASSETS
  Marketing Rights                                   2,583,333       2,658,333
  Security Deposits                                     13,922          13,922
  License Fee Receivable                                    --       2,400,000
                                                    ----------      ----------
Total Other Assets                                   2,597,255       5,072,255
                                                    ----------      ----------

Total Assets                                        $3,089,944      $5,616,068
                                                    ==========      ==========

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

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


                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                   Dec. 31,1999   March 31, 1999
                                                   ------------   --------------
                                                   (unaudited)       (audited)

CURRENT LIABILITIES
  Lease Payable - Current                           $        --     $     4,060
  Loans Payable - Related Parties                        50,469          13,500
  Accounts Payable                                      554,661         429,409
  Accrued Expenses                                      225,558         213,792
  Convertible Notes Payable                           1,500,000              --
                                                    -----------     -----------
Total Current Liabilities                             2,330,688         660,761
                                                    -----------     -----------
LONG TERM LIABILITIES
  Loans Payable - Related Parties                            --         407,219
  Accrued Expenses Noncurrent                            42,965          70,000
  Convertible Notes Payable                             200,000              --
  Deferred Revenue                                           --       2,400,000
                                                    -----------     -----------
Total Long Term Liabilities                             242,965       2,877,219
                                                    -----------     -----------

Total Liabilities                                     2,573,653       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 23,646,560
   Shares at December 31, 1999 and 23,456,560
   Shares at March 31, 1999                             236,466         234,566

Additional Paid in Capital                            6,952,740       6,736,525
Accumulated Deficit                                  (6,672,915)     (4,893,003)
                                                    -----------     -----------

Total Stockholders' Equity                              516,291       2,078,088
                                                    -----------     -----------

Total Liabilities and Stockholders' Equity          $ 3,089,944     $ 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
               DECEMBER 31, 1999 (UNAUDITED) AND 1998 (UNAUDITED)

<TABLE>
<CAPTION>
                                       Nine Months Ended               Three Months Ended
                                          December 31,                    December 31,
                                  ----------------------------    ----------------------------
                                      1999            1998            1999            1998
                                  ------------    ------------    ------------    ------------
                                   (unaudited)     (unaudited)     (unaudited)     (unaudited)
<S>                               <C>             <C>             <C>             <C>
REVENUE
  Sales - Product                 $    166,784    $     53,054    $     93,527    $      7,747
  License Fees                              --              --              --              --
                                  ------------    ------------    ------------    ------------

Total Revenues                         166,784          53,054          93,527           7,747

Cost of Sales                          280,872          22,673          71,238          22,673
                                  ------------    ------------    ------------    ------------

Gross Profit (Loss)                   (114,088)         30,381         (22,289)        (14,926)

EXPENSES
  General and Administrative         1,665,684       1,603,554         574,069         548,669
                                  ------------    ------------    ------------    ------------

Operating Income (Loss)             (1,779,772)     (1,573,163)       (551,780)       (563,595)
                                  ------------    ------------    ------------    ------------
Other Income (Expense)
  Interest Income                           --           2,249              --              60
  Interest Expense                        (140)         (1,215)             --            (290)
                                  ------------    ------------    ------------    ------------

Total Other Income (Expense)              (140)          1,034              --            (230)
                                  ------------    ------------    ------------    ------------
Net Loss Before Provision for
 Income Taxes                       (1,779,912)     (1,572,129)       (551,780)       (563,825)

Provision for Income Taxes                  --              --              --              --
                                  ------------    ------------    ------------    ------------

Net Loss                          $ (1,779,912)   $ (1,572,129)   $   (551,780)   $   (563,825)
                                  ============    ============    ============    ============

Basic (Loss) Per Share            $      (0.08)   $      (0.08)   $      (0.02)   $      (0.03)
                                  ============    ============    ============    ============
Weighted Average Number of
 Shares Outstanding                 23,646,560      20,891,560      23,646,560      20,891,560
                                  ============    ============    ============    ============
</TABLE>
    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

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

                                                         Nine Months Ended
                                                            December 31,
                                                  -----------------------------
                                                     1999              1998
                                                  -----------       -----------
                                                  (unaudited)       (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                        $(1,779,912)      $(1,572,129)

Adjustments to reconcile net loss to net
 cash used by operating activities:
  Depreciation and amortization                       150,280           388,739
  Non-cash Transactions                               862,865                --
  Changes in operating assets and liabilities:
    Accounts receivable                               (13,607)               --
    Inventory                                          37,494            (6,334)
    License fee receivable                         (2,400,000)       (2,438,748)
    Prepaid expense                                        --             2,917
    Security deposits                                      --           (35,000)
    Checks issued in excess of cash                        --             4,846
    Accounts payable                                 (125,252)          463,942
    Accrued expenses                                  (15,269)               --
    Deferred revenue                                2,400,000         2,400,000
                                                  -----------       -----------
Total Adjustments                                     947,015           780,362
                                                  -----------       -----------
Net cash used by operating activities                (832,897)         (791,767)
                                                  -----------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital Expenditures                                (46,713)         (332,711)
                                                  -----------       -----------
Net cash used by Investing Activities:                (46,713)         (332,711)
                                                  -----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds From Issuance of Common Stock                   --           720,000
  Capital Lease Obligations                            (4,060)           (3,346)
  Convertible Notes Payable                           885,000                --
  Other advances                                           --            11,000
  Loans and Advances from related parties                  --           212,982
                                                  -----------       -----------
Neash provided by financing activities                880,940           940,636
                                                  -----------       -----------
Increase (Decrease) in Cash and
  Cash Equivalents                                $     1,330       $  (183,842)
Cash and Cash Equivalents, Beginning of Period          2,228           183,842
                                                  -----------       -----------
Cash and Cash Equivalents, End of Period          $     3,558       $        --
                                                  -----------       -----------
SUPPLEMENTAL INFORMATION

CASH PAID FOR:
Interest                                          $         0       $     1,215
                                                  ===========       ===========
Income Taxes                                      $         0       $         0

NON-CASH:
  Related party notes payable converted to
   convertible debtor                             $   815,000       $         0
                                                  ===========       ===========
  Related party payments for company expenses     $   444,750       $         0
                                                  ===========       ===========
  Issuance of common stock for payment
   of company expenses                            $   218,115       $         0
                                                  ===========       ===========

    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, 1999 AND YEAR ENDED MARCH 31, 1999


<TABLE>
<CAPTION>
                                                           Additional     Stock
                                    Common       Stock      Paid In    Subscription   Accumulated
                                    Shares       Amount     Capital     Receivable      Deficit         Total
                                    ------       ------     -------     ----------      -------         -----
<S>                               <C>           <C>        <C>          <C>           <C>            <C>
Balance, March 31, 1998            17,391,560   $173,916   $4,220,904   $(400,000)    $(2,653,357)   $ 1,341,463

Issuance of Common Shares
 for SP34E Marketing Rights         6,000,000     60,000    2,340,000          --              --      2,400,000

Issuance of Common Stock
 for Stock Services Agreement          50,000        500      149,500          --              --        150,000

Receipt of Stock Subscription
 Receivable funds                          --         --           --     400,000              --        400,000

Issuance of Common Stock for
 Marketing Expense Liability           15,000        150       26,121          --              --         26,271

Loss, Year Ended March 31, 1999            --         --           --          --      (2,239,646)    (2,239,646)
                                  -----------   --------   ----------   ---------     -----------    -----------

Balance, March 31, 1999            23,456,560   $234,566   $6,736,525   $      --     $(4,893,003)   $ 2,078,000
                                  ===========   ========   ==========   =========     ===========    ===========
Issuance of Common Shares for
 Early Lease Termination               15,000        150       11,100          --              --         11,250

Issuance of Common Shares for
License Terminations                   65,000        650       83,715          --              --         84,365

Issuance of Common Shares for
 Lease Cancellation                    20,000        200       32,300          --              --         32,500

Issuance of Common Shares for
 Investor Relations Services           90,000        900       89,100          --              --         90,000

Loss, Nine Months Ended
 December 31, 1999                         --         --           --          --      (1,779,912)    (1,779,912)
                                  -----------   --------   ----------   ---------     -----------    -----------

Balance, December 31, 1999         23,646,560   $236,466   $6,952,740   $      --     $(6,672,915)   $   516,291
                                  ===========   ========   ==========   =========     ===========    ===========
</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, 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 nine month  periods  ended  December 31,
   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 - REAL ESTATE LEASE

   On September 1, 1999, the Company  terminated its commercial  lease with D.I.
   South, Inc. for commercial  premises located in Elkhart,  Indiana in exchange
   for 20,000 shares of common stock.

   On January 18, 2000, the Company announced a preliminary  understanding  with
   the  City of  Syracuse,  New  York and the  Syracuse  Industrial  Development
   Authority (SIDA) for a facility  construction  project financed with up to $9
   million  in  private  funded tax exempt  bonds.  The new 35,000  square  foot
   facility is intended to be configured for Soltron and SP34E production.

NOTE 3 - CONVERTIBLE NOTES

   The company  has issued a $200,000  6%  Convertible  Note  Payable.  The note
   matures on December 31, 2000,  and is  convertible  into common shares of the
   Company  at the issue  price of $0.40 per share for each  $0.40 of  principal
   owed. The note automatically converts in the event the Company's shares trade
   at $1.75 or higher for ten consecutive days.

NOTE 4 - RELATED PARTY TRANSACTIONS

   The company renewed an agreement with a related entity for investor relations
   services.  The agreement required monthly payments of $30,000 per month for 6
   months,  payable  in cash of $90,000  cash and common  stock in the amount of
   $90,000 for services  through  December 31, 1999. In addition,  the agreement
   provides  for  payments of $15,000 per month for January  2000  through  June
   2000, payable in cash of $60,000 and common stock of $30,000.

                                       7
<PAGE>
NOTE 5 - COMMITMENTS

   The Company entered into an agreement for merchant banking services  expiring
   in May,  2000.  The contract  provides for an initial  payment of $45,000 and
   twelve  monthly  payments  of $8,750.  The  contract  was  terminated  during
   December, 1999.


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

RESULTS OF OPERATIONS

NINE MONTHS ENDED  DECEMBER 31, 1999 COMPARED TO NINE MONTHS ENDED  DECEMBER 31,
1998

     Revenues  from the sales of Soltron for the nine months ended  December 31,
1999 were  $166,784 as compared to revenues of $53,054 for the nine months ended
December 31, 1998.  The increase in revenues  resulted  primarily  from improved
sales in expanding  regional markets during the nine month period ended December
31, 1998.

     General and administrative  costs were $1,665,684 for the nine month period
ended  December 31, 1999 compared to $1,603,544  for the nine month period ended
December  31,  1998.  The slight  increase  (4%) in costs was due to  additional
expenses incurred in relation to the territory license repurchase agreements and
Phoenix plant expansion costs.

     Cash flows of $885,000 were provided by  convertible  notes payable for the
nine months ended  December 31, 1999 as compared  with  $943,982  received  from
related  party  advances  and sales of common  stock for the nine  months  ended
December 31,1998.

     The Company  experienced a net loss of $1,779,912 for the nine months ended
December  31, 1999 as  compared  with a loss of  $1,572,129  for the nine months
ended  December 31, 1998 due in part to expenses  incurred for the repurchase of
all outstanding  territory  licenses,  debt restructuring  costs,  Phoenix plant
expansion costs and other liabilities.

THREE MONTHS ENDED DECEMBER 31, 1999 COMPARED TO THREE MONTHS ENDED
DECEMBER 31, 1998

     Revenues from the sales of Soltron for the three months ended  December 31,
1999 were  $93,527 as compared to revenues of $7,747 for the three  months ended
December 31, 1998.  The increase in revenues  resulted  primarily  from improved
sales in expanding  regional  markets during the three months ended December 31,
1999 compared to the three month period ended December 31, 1998.

     General and  administrative  costs were $574,069 for the three months ended
December  31, 1999  compared to $548,669  for the three  months  ended  December
31,1998.  This 5% increase in costs was due to increases  in regional  sales and
marketing  efforts,  debt  restructuring  charges  and Phoenix  plant  expansion
activities.

                                       8
<PAGE>
     The Company  experienced  a net loss of $551,780 for the three months ended
December 31, 1999 as compared with $563,825 for the three months ended  December
31,  1998.  Increased  sales for the  quarter  offset  the costs  related to the
repurchase of all  outstanding  territory  licenses and Phoenix plant  expansion
activities.

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

ITEM 2. CHANGES IN SECURITIES

     The Company has  outstanding a total of  $1,500,000  of its 6%  Convertible
Notes Payable (the "SEPTEMBER NOTES") to Dominion Capital Pty Ltd, the Company's
largest shareholder ("DOMINION"), and other persons and entities affiliated with
the Company and with Dominion.  As originally  issued,  the September Notes were
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.  Effective  December 31,
1999,  the  Company  and the  holders of the  September  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 September  Notes.  Accordingly,
the number of common shares into which the Notes are  convertible  was increased
to 3,000,000. The September Notes were unchanged in all other respects.

     Effective  December 31, 1999,  the Company issued a $200,000 6% Convertible
Note (the "DECEMBER  NOTE").  No placement  agent was used and no commission was
paid with respect to the issuance of the December  Note.  The December  Note was
issued to  Dominion.  The  December  Note  matures on  December  31, 2000 and is
convertible into shares of the Company's common stock at the rate of 1 share for
each $0.40 of principal  owed under the December  Note.  The December  Note will
automatically convert in the event the Company's common stock trades at $1.75 or
higher  for ten  consecutive  trading  days.  The  December  Note was  issued in
reliance on Section  4(2) of the  Securities  Act. The Company used the proceeds
from the issuance of the December  Note for general  corporate  and  development
purposes.

     On September 1, 1999,  the Company issued 20,000 shares of its common stock
to D.I.  South,  Inc.  in  exchange  for  termination  of a lease of  commercial
premises in Elkhart,  Indiana.  The stock was issued in reliance on Section 4(2)
of the  Securities  Act and no placement  agent was used and no  commission  was
paid.

                                       9
<PAGE>
     During the quarter  ended  December 31,  1999,  the Company  issued  90,000
shares of its common stock to Dominion  Securities,  Inc. as  consideration  for
public relations and marketing services pursuant to the Client Service Agreement
dated July 1, 1998  between  Dominion  Securities,  Inc.  and the  Company  (see
Exhibit 10.16 to the Company's  registration statement on Form 10-SB, filed with
the  Commission  on August 21,  1998).  These  shares were issued in reliance on
Section  4(2) of the  Securities  Act and no  placement  agent  was  used and no
commissions were paid.

ITEM 5. OTHER INFORMATION

     During  the  quarter  ended  December  31,  1999,   the  Company   received
preliminary approval from the Syracuse Industrial Development Authority ("SIDA")
in Syracuse, New York for a facility construction project to be financed with up
to $9,000,000 in private tax exempt bonds.  Final  approval of this financing is
contingent  upon  approval  by SIDA of the  final  documentation  and  confirmed
availability of federal  allocations of federal tax exemptions among the states.
If finally  approved  and  completed,  the Company will use the proceeds of this
financing to construct a new 35,000 square foot  manufacturing  facility,  which
will be configured for the Company's products,  SOLTRON and SP34E. In connection
with this  transaction,  City of Syracuse has agreed in principle to provide the
Company  with tax  abatements,  interest  subsidies  and other  incentives.  The
Company  has agreed  upon a  preliminary  expression  of intent  with  Greenwich
Partners,  LLC to act as  underwriters  for the bond financing if and when it is
finally approved. To date, neither the Company, SIDA nor Greenwich Partners, LLC
has  entered  into any  legally  binding  agreement  with  respect  to this bond
financing or the facility construction.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

   (a) EXHIBITS.

       10.20   Note Agreement for the Issuance of up to $1,500,000 of 6%
               Convertible Notes, dated September 24, 1999.

       10.21   Amendment to the $1,500,000 6% Convertible Note Agreement,
               effective December 31, 1999.

       10.22   Note Agreement for the Issuance of $200,000 of 6%
               Convertible Notes, effective December 31, 1999.

   (b) REPORTS ON FORM 8-K.

       None.

                                       10
<PAGE>
                                   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 31, 2000                   By /s/ James H. Hirst
                                           -----------------------------
                                           James H. Hirst
                                           Chief Executive Officer

                                       11