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

                              --------------------

                                  FORM 10-QSB/A
                                 Amendment No. 1

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(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, 1998

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the transition period from _____________ to _______________

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                        Commission File Number 001-14439
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                              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)

                                 (602) 947-6366
                           (Issuer's telephone number)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

     The number of shares  outstanding of each of the issuer's classes of common
equity was  23,391,560  shares of common stock,  par value $.01, as of December
31, 1998.

     Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

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<PAGE>
                              SOLPOWER CORPORATION
                          INDEX TO FORM 10-QSB/A FILING
                    FOR THE QUARTER ENDED DECEMBER 31, 1998

                                TABLE OF CONTENTS
                                                                     PAGE NUMBER

                                     PART I
                              FINANCIAL INFORMATION

Item 1. Financial Statements.................................................. 3
        Balance Sheet
        December 31, 1998 (unaudited) and March 31, 1998...................... 3
        Statements of Operations
        Three Months and Nine Months Ended December 31, 1998 (unaudited)...... 4
        Statement of Cash Flows
        Nine Months Ended December 31, 1998 (unaudited) and 1997 (unaudited).. 5
        Notes to the Financial Statements..................................... 6

Item 2. Management's Discussion and Analysis of Financial Condition and
         Results of Operations................................................ 7

                                    PART II.
                                OTHER INFORMATION

None

SIGNATURES.................................................................... 9


                                      -2-
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                              SOLPOWER CORPORATION

                                  BALANCE SHEET

                                              Nine Months Ended
                                              December 31, 1998     Year Ended
                                                 (Unaudited)      March 31, 1998
                                                 -----------      --------------
                                     ASSETS
Current Assets
 Cash                                             $        --      $   183,842
 Inventory                                            108,240          101,906
 License Fee Receivable                                38,748        2,160,000
 Stock Subscription Receivable                        215,000          600,000
 Prepaid Expenses                                          --            2,917
                                                  -----------      -----------
Total Current Assets                                  361,988        3,048,665
Property and Equipment, Net                           430,914          131,942
Other Assets
 Marketing Rights                                   2,403,333          358,333
 Security Deposits                                     49,422           14,422
 License Fee Receivable                             4,560,000               --
                                                  -----------      -----------
Total Other Assets                                  7,012,755          372,755
                                                  -----------      -----------
Total Assets                                      $ 7,805,657      $ 3,553,362
                                                  ===========      ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
 Checks Issued in Excess of Cash                  $     4,846      $        --
 Accounts Payable                                     466,374            2,432
 Capital Lease Obligation, Current Portion              6,396            4,575
                                                  -----------      -----------
Total Liabilities                                     477,616            7,007
Long Term Liabilities
 Capital Lease Obligation, Non-current Portion             --            5,167
 Advances Payable                                      11,000               --
 Advances Payable, Related Party                      252,707           39,725
 Deferred Revenues                                  4,560,000        2,160,000
Total Long Term Liabilities                         4,823,707        2,204,892
                                                  -----------      -----------

Total Liabilities                                   5,301,323        2,211,899
                                                  -----------      -----------
Commitments and Contingencies
Stockholders' Equity
 Preferred Stock; $0.001 Par Value, 5,000,000
  Authorized; Issued and Outstanding, NONE               NONE             NONE
 Common  Stock; $0.01 Par Value, 30,000,000
  Authorized; Issued and Outstanding, 23,391,560
  Shares at December 31, 1998 and 17,391,560
  Shares at March 31, 1998                            233,916          173,916
 Additional Paid In Capital                         6,560,904        4,220,904
  Less: Subscription Receivable                       (65,000)        (400,000)
 Accumulated Profits (Deficit)                     (4,225,486)      (2,653,357)
                                                  -----------      -----------
Total Stockholders' Equity                          2,604,334        1,341,463
                                                  -----------      -----------
Total Liabilities and Stockholders' Equity        $ 7,806,657      $ 3,553,362
                                                  ===========      ===========

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                      -3-
<PAGE>
                              SOLPOWER CORPORATION

                             STATEMENT OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                          Nine Months Ended         Three Months Ended
                                             December 31,               December 31,
                                       ------------------------   ------------------------
                                           1998         1997          1998        1997
                                           ----         ----          ----        ----
<S>                                   <C>          <C>           <C>          <C>
Revenues                               $    53,054  $        --   $     7,747  $        --
Cost of Revenues                            22,673           --        22,673           --
                                       -----------  -----------   -----------  -----------
Gross Margin                                30,381           --       (14,926)          --

Expenses
  General and Administrative             1,603,544      257,120       548.669      116,282
                                       -----------  -----------   -----------  -----------

Operating Income (Loss)                 (1,573,163)    (257,120)     (563,595)    (116,282)

Other Income (Expense)
  Interest Income                            2,249           --            60           --
  Interest Expense                          (1,215)        (593)         (290)        (593)
                                       -----------  -----------   -----------  -----------
Total Other Income (Expense)                 1,034         (593)         (230)        (593)
                                       -----------  -----------   -----------  -----------
Net Income (Loss) Before Provision
 for Income Taxes                       (1,572,129)    (257,713)     (563,825)    (116,875)
Provision for Income Taxes                      --           --            --           --
                                       -----------  -----------   -----------  -----------
Net Income (Loss) Available to
 Common Shareholders                   $(1,572,129) $  (257,713)  $  (563,825) $  (116,875)
                                       ===========  ===========   ===========  ===========
Net Income (Loss) Per Common Share
 Equivalents                           $     (0.08) $     (0.02)  $     (0.03) $     (0.01)
                                       ===========  ===========   ===========  ===========
Weighted Number of Common Shares and
Common Share Equivalents Outstanding    20,891,560   12,361,660    20,891,560   12,351,560
                                       ===========  ===========   ===========  ===========
</TABLE>

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                      -4-
<PAGE>
                              SOLPOWER CORPORATION

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                          Nine Months Ended
                                                             December 31,
                                                      ------------------------
                                                          1998          1997
                                                          ----          ----
Cash Flows From Operating Activities:
 Net Income (Loss)                                    $(1,572,129)   $(257,713)
 Adjustments to Reconcile Net Income (Loss) to Net
  Cash Provided by (Used in) Operating Activities:
  Depreciation and Amortization                           388,739       82,259
  Other Non-Cash Items                                         --      520,000
  Changes in Assets and Liabilities:
   (Increase) Decrease in Accounts Receivable                  --           --
   (Increase) Decrease in License Fee Receivable       (2,438,748)          --
   (Increase) Decrease in Inventory`                       (6,334)          --
   (Increase) Decrease in Prepaid Expenses                  2,917           --
   (Increase) Decrease in Security Deposits               (35,000)     (15,760)
   Increase (Decrease) in Checks Issued in Excess
    of Cash                                                 4,846       23,326
   Increase (Decrease) in Accounts Payable                463,942           --
   Increase (Decrease) in Deferred Revenues             2,400,000           --
                                                      -----------    ---------
  Total Adjustments                                       780,362      609,825
                                                      -----------    ---------
Net Cash Provided by (Used in) Operating
  Activities                                             (791,767)     352,112
Cash Flows From Investing Activities:
  Capital Expenditures                                   (332,711)     (26,838)
                                                      -----------    ---------
Net Cash Flows Provided By (Used In)
 Investing Activities                                    (332,711)     (26,838)

Cash Flows From Financing Activities:
  Proceeds From Issuance of Common Stock                  720,000           --
  Capital Lease Obligations                                (3,346)      14,714
  Other Advances                                           11,000           --
  Net Advances (Repayments) from Stockholders             212,982     (340,425)
                                                      -----------    ---------
Net Cash Provided by (Used In) Financing Activities       940,636     (325,711)
Increase (Decrease) in Cash and Cash Equivalents         (183,842)        (437)
Cash and Cash Equivalents Beginning of Period             183,842          437
                                                      -----------    ---------
Cash and Cash Equivalents End of Period               $        --    $      --
                                                      ===========    =========
Supplemental Information:
Cash Paid For:
  Interest                                            $     1,215    $     593
                                                      ===========    =========
  Income Taxes                                        $        --    $      --
                                                      ===========    =========
Non-Cash Investing and Financing:
  Issuance of Common Stock for Marketing Rights
   (Note 2)                                           $ 2,400,000    $      --
                                                      ===========    =========
  Issuance of Common Stock in Exchange for
  Cancellation of a Portion of Advances Payable       $        --    $ 520,000
                                                      ===========    =========

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                      -5-
<PAGE>
                        NOTES TO THE FINANCIAL STATEMENTS


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, 1998 are not  necessarily  indicative of the
results that may be expected for the year ended March 31,  1999.  The  unaudited
condensed financial  statements should be read in conjunction with the financial
statements  and footnotes  thereto for the year ended March 31, 1998 included in
the Company's report on Form 10-SB.

NOTE 2 - MARKETING RIGHTS

On June 17, 1998,  the Company issued  6,000,000  shares of common stock at $.40
per share,  or  $2,400,000 in exchange for the  exclusive  North America  sales,
distribution,  marketing and  manufacturing  rights for SP34E,  a direct drop-in
replacement  refrigerant  gas for R-12 and R-134a.  The  Company  also will make
royalty payments of $2.25 per kilogram of SP34E sold.


                                      -6-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

NINE MONTHS ENDED DECEMBER 31, 1998 COMPARED TO
NINE MONTHS ENDED DECEMBER 31, 1997

Revenues for the nine months ended December 31, 1998 were $53,054 as compared to
no revenues for the nine months ended December 31, 1997.  Revenues from the sale
of Territory  Licenses  were  recognized  as deferred  revenues  during the nine
months ended December 31, 1998.  Revenues represent the commencement of sales of
the  product  Soltron(TM)  through  its  corporate  territory  as well as to its
licensees.  The  increase in  revenues  resulted  primarily  from the signing of
Territory Licenses during the nine months ended December 31, 1998 as compared to
the start up stage the Company was in during the nine months ended  December 31,
1997.

On June 30, 1998 the Company had entered into licensing  agreements with Houston
Mercantile  Exchange,  Inc.  ("HME")  which  provided for the  exclusive use and
distribution  by HME of the  Company's  product  Soltron in the South and Mexico
Territories.  The license fee was  $1,800,000  and $600,000,  respectively.  HME
signed  promissory  notes for the amounts  outstanding,  with the notes  bearing
interest at one half percent (0.5%) on the unpaid  principal  balance,  with all
unpaid  principal  and interest due on or before June 30, 2000.  The licensee is
required  to pay the  Company  the  greater of the amount  payable per a payment
schedule in the agreements or the product of $5.50 times the number of liters of
concentrate  shipped by the  Company  to the  licensee  during  the  immediately
preceding calendar month.

General and administrative expenses were $1,603,544 during the nine months ended
December 31, 1998 as compared to $257,120  during the nine months ended December
31,  1997.  The  increase in expenses  was  related to the  organization  of the
corporate  offices and business plan;  organization  and production of licensing
agreements and related materials;  identification and qualification of territory
licensees;  permitting and equipping the Phoenix production  facility;  locating
and leasing the Elkhart  production  facility;  financing and investor relations
activities; and requisite trademark and product registration.

Cash flow of $943,982 was provided from  shareholder  advances and the placement
of the  Company's  stock as  compared  to  $520,000  for the nine  months  ended
December 31, 1997 which resulted from shareholder advances.

The Company  experienced  a net loss of  $1,572,129  for the nine  months  ended
December  31,  1998  compared to a loss of  $257,713  for the nine months  ended
December 31, 1997,  at which point in time,  the Company was in a start up phase
with no revenues or licensees in place.

THREE MONTHS ENDED DECEMBER 31, 1998 COMPARED TO
THREE MONTHS ENDED DECEMBER 31, 1997

Revenues for the three months ended  December 31, 1998 were $7,747  representing
sales of the  Company's  product,  compared to no revenues  for the three months
ended  December  31,  1997,  at which point in time the Company was still in its
start up phase and had no licensees or product available for sale.

General and administrative expenses for the quarter ended December 31, 1998 were
$548,669 as compared to $116,282 for the quarter ended  December 31, 1997 during
the start up phase of the Company.  The utilization of cash resources  continued
during the quarter ended  December 31, 1998, in the Company's  major activity of
permitting and equipping the Phoenix production  facility;  locating and leasing
the Elkhart facility; financing and investor relations activities;  organization
and production of licensing agreements and related materials; and identification
and qualification of territory licensees.

                                      -7-
<PAGE>
The net loss for the quarter ended December 31, 1998 was $563,825 or $(0.03) per
share  compared to a loss of $116,875 or $(0.01) per share for the quarter ended
December 31, 1997 being the start up phase of the Company.

During  the  remainder  of the 1999  fiscal  year the  Company  will  pursue the
identification of potential Territory  Licensees for the remaining  territories;
completion   of  the  Phoenix  and  Elkhart   production   facilities   and  the
implementation of appropriate  marketing  strategies to gain market  penetration
and acceptance of its products.

LIQUIDITY AND CAPITAL RESOURCES

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

                           PART II. OTHER INFORMATION

None.

                                      -8-
<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: April 4, 2000                  By /s/ James H. Hirst
                                         ---------------------------------------
                                         James H. Hirst, Chief Executive Officer


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