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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, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT

    For the transition period from _____________ to _______________

                              --------------------
                        Commission File Number 001-14439
                              --------------------


                              SOLPOWER CORPORATION
        (Exact Name of Small Business Issuer as Specified in its Charter)

          Nevada                                          87-0384678
(State or Other Jurisdiction of                (IRS Employer Identification No.)
Incorporation or Organization)

                       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  28,250,691  shares of common stock,  par value $.01, as of September
30, 2000.

           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, 2000

                                TABLE OF CONTENTS

                                     PART I
                              FINANCIAL INFORMATION
                                                                            PAGE
                                                                            ----

Item 1. Financial Statements................................................  2
     Balance Sheet
       September 30, 2000 (unaudited) and March 31, 2000....................  2
     Statements of Operations
       For the Three and Six Months Ended September 30, 2000 (unaudited)
       and 1999 (unaudited).................................................  3
     Statement of Stockholders' Equity
       For the Six Months Ended September 30, 2000 (unaudited)..............  4
     Statements of Cash Flows
       For the Six Months Ended September 30, 2000 (unaudited)
       and 1999 (unaudited).................................................  5
     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 6. Exhibits and Reports on Form 8-K....................................  9

SIGNATURES.................................................................. 10
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                              SOLPOWER CORPORATION
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                          September 30,          March 31,
                                                                             2000                  2000
                                                                          (Unaudited)           (Audited)
                                                                          -----------          -----------
<S>                                                                       <C>                  <C>
                                     ASSETS
Current Assets:
  Cash and cash equivalents                                               $   184,355          $    34,299
  Accounts receivable                                                         130,924               79,726
  Receivable from related party                                                15,362                   --
  Tax credit receivable                                                        17,787                   --
  Prepaid expenses                                                             68,340                   --
  Inventory                                                                   498,593               21,624
                                                                          -----------          -----------
       Total Current Assets                                                   915,361              135,649
                                                                          -----------          -----------
Property & Equipment, net                                                     700,661              377,762
                                                                          -----------          -----------
Other Assets:
  Marketing licenses, net                                                   2,388,333            2,558,333
  Goodwill, net                                                               373,656                   --
                                                                          -----------          -----------
                                                                            2,761,989            2,558,333
                                                                          -----------          -----------
                                                                          $ 4,378,011          $ 3,071,744
                                                                          ===========          ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Bank overdraft                                                          $   156,781          $        --
  Loans payable to related parties                                            226,390              130,390
  Accounts payable - trade                                                    457,457              330,093
  - related parties                                                           155,249              107,118
  Accrued expenses                                                            133,243              309,929
  Customer deposits                                                            68,991                   --
                                                                          -----------          -----------
       Total Current Liabilities                                            1,198,111              877,530
Long-Term Liabilities:
  Loans payable to related parties, less current portion                    1,415,299              212,114
  Loan payable - bank                                                         127,846                   --
  Deferred income taxes                                                        14,366                   --
                                                                          -----------          -----------
       Total Liabilities                                                    2,755,622            1,089,644
                                                                          -----------          -----------
Minority Interest in Subsidiary                                               134,344                   --
                                                                          -----------          -----------
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 28,250,691 and 27,316,066, respectively             282,507              273,161
  Additional paid in capital                                                9,196,292            8,741,730
  Accumulated deficit                                                      (7,990,754)          (7,032,791)
                                                                          -----------          -----------
                                                                            1,488,045            1,982,100
                                                                          -----------          -----------
                                                                          $ 4,378,011          $ 3,071,744
                                                                          ===========          ===========
</TABLE>
                     THE ACCOMPANYING NOTES ARE AN INTEGRAL
                       PART OF THESE FINANCIAL STATEMENTS

                                       2
<PAGE>
                              SOLPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                Three Months Ended                   Six Months Ended
                                                   September 30,                       September 30,
                                          ------------------------------      ------------------------------
                                              2000              1999              2000              1999
                                          ------------      ------------      ------------      ------------
<S>                                       <C>               <C>               <C>               <C>
Revenues:
  Sales - fuel additive                   $     78,093      $     47,818      $    199,432      $     73,257
  Sales - refrigerant                          113,650                --           113,650                --
                                          ------------      ------------      ------------      ------------
                                               191,743            47,818           313,082            73,257
                                          ------------      ------------      ------------      ------------
Cost of Sales:
  Fuel additive                                 77,188            76,669           169,722           209,634
  Refrigerant                                   75,405                --            75,405                --
                                          ------------      ------------      ------------      ------------
                                               152,593            76,669           245,127           209,634
                                          ------------      ------------      ------------      ------------
Gross Profit (Loss)                             39,150           (28,851)           67,955          (136,377)

Operating Expenses:
  General and administrative                   490,354           755,687           878,108         1,091,615
                                          ------------      ------------      ------------      ------------

Loss from Operations                          (451,204)         (784,538)         (810,153)       (1,227,992)
                                          ------------      ------------      ------------      ------------
Other Income (Expense):
  Interest income                                  124                --               357                --
  Foreign currency transaction gain              7,533                --            15,327                --
  Settlement costs                                  --                --           (60,000)               --
  Interest expense                             (88,493)               --          (103,843)             (140)
                                          ------------      ------------      ------------      ------------
Total Other Income (Expense)                   (80,836)               --          (148,159)             (140)
                                          ------------      ------------      ------------      ------------

Net Loss Before Minority Interest
 and Provision for Income Taxes               (532,040)         (784,538)         (958,312)       (1,228,132)

Minority Interest                                  349                --               349                --

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

Net Loss                                  $   (531,691)     $   (784,538)     $   (957,963)     $ (1,228,132)
                                          ============      ============      ============      ============

Basic Loss Per Share                      $      (0.02)     $      (0.03)     $      (0.03)     $      (0.05)
                                          ============      ============      ============      ============
Weighted Average Number of
 Shares Outstanding                         27,841,321        23,456,560        27,582,588        23,456,560
                                          ============      ============      ============      ============
</TABLE>
                     THE ACCOMPANYING NOTES ARE AN INTEGRAL
                       PART OF THESE FINANCIAL STATEMENTS

                                       3
<PAGE>
                              SOLPOWER CORPORATION
                        STATEMENT OF STOCKHOLDERS' EQUITY
                   FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2000


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

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

Issuance of common stock pursuant to
 employment agreements                        150,000       1,500        68,558             --          70,058

Issuance of warrants pursuant to debt
agreements                                         --          --        80,000             --          80,000

Loss for the six months ended
 September 30, 2000 (unaudited)                    --          --            --       (957,963)       (957,963)
                                           ----------    --------    ----------    -----------     -----------

Balance, September 30, 2000 (unaudited)    28,250,691    $282,507    $9,196,292    $(7,990,754)    $ 1,488,045
                                           ==========    ========    ==========    ===========     ===========
</TABLE>
                     THE ACCOMPANYING NOTES ARE AN INTEGRAL
                       PART OF THESE FINANCIAL STATEMENTS

                                       4
<PAGE>
                              SOLPOWER CORPORATION
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                        Six Months Ended September 30,
                                                         ------------------------------
                                                            2000               1999
                                                         -----------        -----------
<S>                                                      <C>                <C>
Cash Flows From Operating Activities:
  Net loss                                               $  (957,963)       $(1,228,132)
  Adjustments to reconcile net loss to net cash
   used by operating activities:
   Depreciation and amortization                             226,622            100,486
   Non-cash transactions                                     428,908             11,250
   Changes in operating assets and liabilities:
     Accounts receivable - trade                              93,881            (13,814)
     Receivable from related party                           (15,362)                --
     Tax credit receivable                                       246                 --
     Prepaid expenses                                        (36,871)                --
     Inventory                                                   103             20,146
     License fee receivable                                       --          2,400,000
     Bank overdraft                                           96,558                 --
     Accounts payable - trade                               (184,461)           (38,585)
     - related party                                          48,131                 --
     Accrued expenses                                       (230,573)           134,893
     Customer deposits                                       (82,785)                --
     Minority interest in subsidiary                            (349)                --
     Deferred revenue                                             --         (2,400,000)
     Deferred income taxes                                       (35)                --
                                                         -----------        -----------
          Net Cash Used by Operating Activities             (613,950)        (1,013,756)
                                                         -----------        -----------
Cash Flows from Investing Activities:
  Capital expenditures                                       (92,582)           (16,107)
  Cash acquired with acquisition                              72,819                 --
  Investment in subsidiary                                  (508,350)                --
                                                         -----------        -----------
          Net Cash Used by Investing Activities             (528,113)           (16,107)
                                                         -----------        -----------
Cash Flows From Financing Activities:
  Advances from related parties                            1,317,450           (354,061)
  Payment on capital lease obligation                             --             (2,398)
  Proceeds from convertible notes payable                         --          1,500,000
  Payments on note payable  bank                              (7,066)                --
  Payments to related parties                                (18,265)                --
                                                         -----------        -----------
          Net Cash Provided by Financing Activities        1,292,119          1,143,541
                                                         -----------        -----------

Increase (Decrease) in Cash and Cash Equivalents             150,056            113,678
Cash and Cash Equivalents, Beginning of Period                34,299              2,228
                                                         -----------        -----------
Cash and Cash Equivalents, End of Period                 $   184,355        $   115,906
                                                         ===========        ===========
</TABLE>
                                  (Continued)

                     THE ACCOMPANYING NOTES ARE AN INTEGRAL
                       PART OF THESE FINANCIAL STATEMENTS

                                       5
<PAGE>
                              SOLPOWER CORPORATION
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                   (CONTINUED)


                                                                2000       1999
                                                                ----       ----
SUPPLEMENTAL INFORMATION:
Cash Paid for:
  Interest                                                    $  1,179    $   --

Non-cash Investing and Financing:
  Issuance of shares of common stock for conversion of debt   $203,500    $   --
  Issuance of shares of common stock for settlement costs     $ 75,350    $   --
  Issuance of shares of common stock for equipment            $ 35,000    $   --
  Issuance of shares of common stock pursuant to
    employment agreements                                     $ 70,058    $   --
  Issuance of warrants pursuant to debt agreements            $ 80,000    $   --

                     THE ACCOMPANYING NOTES ARE AN INTEGRAL
                       PART OF THESE FINANCIAL STATEMENTS

                                       6
<PAGE>
                              SOLPOWER CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
               FOR THE SIX MONTH PERIOD ENDING SEPTEMBER 30, 2000


NOTE 1 - BASIS OF PREPARATION

     The accompanying unaudited condensed 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 six-month  period ended  September 30, 2000 are not  necessarily
indicative  of the  results  that may be  expected  for the year ended March 31,
2001. The unaudited condensed  consolidated  financial statements should be read
in conjunction with the audited  financial  statements and footnotes thereto for
the year ended March 31, 2000 included in the Company's report on form 10-KSB.

NOTE 2 - REAL ESTATE LEASE

     On August 14,  2000,  the  Company  entered  into a lease for 1,364 feet of
office space for its executive offices in Scottsdale, Arizona. The lease expires
in June 30, 2001 and has a minimum  monthly rental  obligation of  approximately
$2,100.

NOTE 3 - CONVERTIBLE PROMISSORY NOTE

     On September 18, 2000, the Company issued a $250,000 Convertible Promissory
Note to Dominion  Capital Pty Ltd. The note matures on  September  18, 2001,  is
convertible  into common shares of the Company at the lesser of the market price
on the date conversion notice is given to the Company or $0.40 per share for the
amount of principal  outstanding  at  conversion.  The note bears interest at 8%
percent per annum payable quarterly in arrears.

NOTE 4 - ACQUISITION OF PROTOCOL RESOURCE MANAGEMENT INC.

     On August 30, 2000, the Company  acquired 50% of the  outstanding  stock of
Protocol Resource  Management,  Inc., a private Ontario corporation with offices
in Aurora,  Ontario,  Canada.  PICO  Holdings,  In., a NASDAQ listed  California
corporation,  acquired the  remaining  50%  interest in Protocol  under the same
agreement.  Protocol and the Company were previously  engaged in a joint venture
for the manufacture and distribution of SP34E(TM)  through Solpower Canada Inc.,
an Ontario corporation, owned equally by Protocol and the Company.

     The amount paid for the acquisition was $1,500,000 (CAN) $1,016,700 (US) in
the form of $1,000,000  (CAN)  $677,800 (US) cash at closing,  of which half was
paid by the Company and half by PICO Holdings, Inc., and promissory notes due on
the second and third  anniversaries  of the closing date. The  promissory  notes
were  issued by PICO.  Solpower  issued a note in the amount of  $250,000  (CAN)
$173,974  (US) to PICO  which  represented  one-half  of the  amount of the note
issued by PICO Holdings Inc. in the Protocol acquisition.  In the event that the
annual  average  EBITDA   (Earnings  Before   Interest,   Taxes,   Depreciation,
Amortization)  of Protocol for the first two years  following  closing is not at
least $250,000 (CAN) $173,974 (US), the amount of the second anniversary payment
will be  reduced  based on a formula.  In the event  that the  annual  EBITDA of
Protocol  for  third  year  following  closing  is not at least  $250,000  (CAN)
$173,974 (US), the amount of the third anniversary  payment will also be subject
to reduction based on a formula.

                                       7
<PAGE>
     The funds used by the Company to complete its portion of  acquisition  were
provided in the form of two  working  capital  loans from PICO in the  aggregate
amount of US$669,450.  The shares of Protocol held by the Company as a result of
the acquisition secure the loans. The Company granted PICO a warrant to purchase
1,000,000  shares of its common  stock at $0.43 (110% of the market price on the
date funds were  advanced).  The term of the promissory note is for three years,
with interest at LIBOR plus 2% payable semi-annually.

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

RESULTS OF OPERATIONS

SIX MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO SIX MONTHS ENDED
SEPTEMBER 30, 1999

     Revenues  for the six months  ended  September  30,  2000 were  $313,082 as
compared to $73,257  for the six months  ended  September  30,  1999.  This 327%
increase in revenues  resulted  primarily from improved Soltron sales in several
expanding regional markets and the inclusion of the Protocol's refrigerant sales
of $113,650 for the month of September 2000.

     General and  administrative  costs were  $878,108  for the six months ended
September 30, 2000 compared to $1,091,615 for the six months ended September 30,
1999.  The 20%  decrease in costs were due to a decrease in expenses  associated
with administration and a reduction in other  non-recurring  expenses associated
with a reorganization of operations.

     We  experienced  a net loss of  $957,963  for the  six-month  period  ended
September 30, 2000 as compared with  $1,228,132  for the six-month  period ended
September 30, 1999. The 22% decrease was due to increased  sales and a reduction
in marketing and administrative personnel and other reorganization efficiencies.
This  decrease  would  have  been  greater  except  for  the   commencement   of
amortization of intangible  assets in the amount of $120,000 and a non-cash item
classified as interest expense resulting from the  Black-Scholes  option pricing
model  applied to the  warrant  issued to PICO  Holdings,  Inc. in the amount of
$80,000.

THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1999

     Revenues  for the three months ended  September  30, 2000 were  $191,743 as
compared to $47,818 for the three months  ended  September  30, 1999.  This 301%
increase in revenues  resulted  primarily from improved Soltron sales in several
expanding  regional markets and the inclusion of the Protocol  refrigerant sales
of $113,650 for the month of September 2000.

     General and  administrative  costs were $490,354 for the three months ended
September  30,  2000  compared  to $755,687  for the three  month  period  ended
September 30, 1999. The 35% decrease in costs were due to a decrease in expenses
associated with administration and a reduction of other  non-recurring  expenses
associated with a reorganization of operations.

     We experienced a net loss of $531,691 for the three months ended  September
30, 2000 as compared  with  $784,538 for the three months  ended  September  30,
1999.  The 32% decrease was due to increased  sales and a reduction in marketing
and  administrative  personnel  and  other  reorganization  efficiencies.   This
decrease would have been greater except for the  commencement of amortization of
intangible  assets in the amount of $120,000 and a non-cash  item  classified as
interest expense resulting from the  Black-Scholes  option pricing model applied
to the warrant issued to PICO Holdings, Inc. in the amount of $80,000.

                                       8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     At  September  30,  2000,  we had cash and  cash  equivalents,  net of bank
overdrafts,  of  $27,574 as  compared  to  $34,299  as of March 31,  2000.  Cash
utilized in operations was $613,950 for the six months ending September 30, 2000
as compared to $1,013,756 for the same period in 1999. We utilized $528,113 cash
in  investing  activities  for  the six  months  ended  September  30,  2000,  a
significant  increase over the cash used in investment  activities in the amount
of $16,107 for the six months ended  September 30, 2000. The primary use of cash
in investing activities related to our acquisition of Protocol.

     We  generated  $1,292,119  cash from net  financing  activities  in the six
months  ending  September  30,  2000,  primarily  due to advances  from  related
parties.  This  compares to  $1,143,541  of cash  generated  from net  financing
activities  during the period ended  September 30, 1999, the major  component of
which resulted from the placement of a $1,500,000 convertible note.

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

                                     PART II
                                OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES

     On August 23, 2000, we issued a warrant to PICO Holdings,  Inc. to purchase
1,000,000 shares of our common stock at $0.43 per share.  This price equals 110%
of the market  price of the shares of the date of issuance of the  warrant.  The
warrant was issued in conjunction  with a working  capital loan in the amount of
$500,000 we received from PICO Holdings. The proceeds of the loan were partially
used for the purchase of our 50% interest in Protocol Resource Management,  Inc.
We  also  issued  a note  in the  amount  of  $250,000  (CAN)  $173,947  (US) as
additional consideration for the Protocol acquisition. The warrant was issued in
reliance on the exemption from  registration of the security provided by section
4(2) of the Securities Act.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) EXHIBITS

       10.23  Share Purchase  Agreement dated August 21, 2000 among Solpower and
              Pico  Holdings,  Inc.  ("Pico") and James W. Flowers,  Patricia G.
              Flowers and Florcor, Inc.

       10.24  Shareholders  Agreement  dated  August  28,  2000  among  Protocol
              Resource Management, Inc., Pico and Solpower

       10.25  Nonnegotiable  Secured  Promissory Note in the principal amount of
              $500,000 dated August 28, 2000 issued by Solpower to Pico

       10.26  Nonnegotiable  Secured  Promissory Note in the principal amount of
              $250,000 dated August 28, 2000 issued by Solpower to Pico

       10.27  Warrant dated August 28, 2000 issued by Solpower to Pico

       27.1   Financial Data Schedule

     (b) REPORTS ON FORM 8-K

     One Form 8-K was filed during the three months  ended  September  30, 2000.
The Form 8-K reported the acquisition of Protocol.

                                       9
<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: November 17, 2000                         By /s/ James H. Hirst
                                                   -----------------------------
                                                   James H. Hirst
                                                   Chief Executive Officer


                                       10