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

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

                                   FORM 10-QSB

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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 June 30, 2000

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

    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)

                                 (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 August 31,
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 JUNE 30, 2000

                                TABLE OF CONTENTS

                                     PART I
                              FINANCIAL INFORMATION
                                                                            PAGE
                                                                            ----

Item 1. Financial Statements................................................  2
        Balance Sheets
          June 30, 2000 (unaudited) and March 31, 2000......................  2
        Statements of Operations
          For the Three Month Periods Ended June 30, 2000 (unaudited)
          and 1999 (unaudited)..............................................  3
        Statement of Stockholders' Equity
          For the Period From March 31, 2000 to June 30, 2000...............  4
        Statements of Cash Flows
          For the Three Month Periods Ended June 30, 2000 (unaudited)
          and 1999 (unaudited)..............................................  5
        Notes to the Financial Statements For the Three Month Period
        Ended June 30, 2000.................................................  6

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations...............................................  6

                                    PART II.
                                OTHER INFORMATION

Item 2. Change in Securities and Use of Proceeds............................  7

SIGNATURES .................................................................  7
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                              SOLPOWER CORPORATION
                                 BALANCE SHEETS
                  JUNE 30, 2000 (UNAUDITED) AND MARCH 31, 2000

<TABLE>
<CAPTION>
                                                          June 30,        March 31,
                                                            2000            2000
                                                         -----------     -----------
                                                         (Unaudited)      (Audited)
<S>                                                      <C>             <C>
                                     ASSETS
Current Assets:
  Cash and cash equivalents                              $    23,708     $    34,299
  Accounts receivable                                         69,867          79,726
  Inventory                                                   61,351          21,624
                                                         -----------     -----------
       Total Current Assets                                  154,926         135,649

Property & Equipment, net                                    448,519         377,762

Marketing Rights, net                                      2,533,333       2,558,333
                                                         -----------     -----------
       Total Assets                                      $ 3,136,778     $ 3,071,744
                                                         -----------     -----------

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Loans payable to related parties                       $   181,390     $   130,390
  Accounts payable
   - trade                                                   270,333         330,093
   - related parties                                         236,181         107,118
  Accrued expenses                                            42,965         309,929
                                                         -----------     -----------
       Total Current Liabilities                             730,869         877,530

Long-Term Liabilities:
  Loans payable to related parties, less
   current portion                                           466,173         212,114
                                                         -----------     -----------
       Total Liabilities                                   1,197,042       1,089,644
                                                         -----------     -----------

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                               9,116,292       8,741,730
  Accumulated Deficit                                     (7,459,063)     (7,032,791)
                                                         -----------     -----------
       Total Stockholders' Equity                          1,939,736       1,982,100
                                                         -----------     -----------

       Total Liabilities and Stockholders' Equity        $ 3,136,778     $ 3,071,744
                                                         ===========     ===========
</TABLE>

                                       2
<PAGE>
                              SOLPOWER CORPORATION
                            STATEMENTS OF OPERATIONS
                        FOR THE THREE MONTH PERIODS ENDED
                 JUNE 30, 2000 (UNAUDITED) AND 1999 (UNAUDITED)


                                               For the Three Month Periods Ended
                                               ---------------------------------
                                               June 30, 2000       June 30, 1999
                                               ------------        ------------
                                               (unaudited)           (audited)
Revenues
  Sales - Product                              $    121,339        $     25,439

Cost of Sales                                        92,534             132,966
                                               ------------        ------------

Gross Profit                                         28,805            (107,527)

Expenses
  General and administrative                        387,754             335,928
                                               ------------        ------------

Operating  Loss                                    (358,949)           (443,455)
                                               ------------        ------------
Other Income (Expense)
  Interest income                                       233                  --
  Foreign currency transaction gain                   7,794                  --
  Settlement costs                                  (60,000)                 --
  Interest expense                                  (15,350)               (140)
                                               ------------        ------------

       Total Other Income (Expense)                 (67,323)               (140)
                                               ------------        ------------

Net Loss Before Provision for income taxes         (426,272)           (443,595)

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

Net Loss                                       $   (426,272)       $   (443,595)
                                               ============        ============

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

Weighted Average Number of Shares Outstanding    27,322,010          23,443,492
                                               ============        ============

                                       3
<PAGE>
                              SOLPOWER CORPORATION
                        STATEMENT OF STOCKHOLDERS' EQUITY
               FOR THE PERIOD FROM MARCH 31, 2000 TO JUNE 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                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


Loss for the three months ended
June 30, 2000 (unaudited)                      --          --            --       (426,272)       (426,272)
                                       ----------    --------    ----------    -----------     -----------

Balance, June 30, 2000 (unaudited)     28,250,691    $282,507    $9,116,292    $(7,459,063)    $ 1,939,736
                                       ==========    ========    ==========    ===========     ===========
</TABLE>

                                       4
<PAGE>
                              SOLPOWER CORPORATION
                            STATEMENTS OF CASH FLOWS
                        FOR THE THREE MONTH PERIODS ENDED
                 JUNE 30, 2000 (UNAUDITED) AND 1999 (UNAUDITED)

                                                           For the Three
                                                        Month Periods Ended
                                                   -----------------------------
                                                   June 30, 2000   June 30, 1999
                                                   -------------   -------------
                                                    (unaudited)      (audited)
Cash Flows From Operating Activities:
  Net loss                                          $(426,272)       $(443,595)
  Adjustments to reconcile net loss to net cash
   used by operating activities:
   Depreciation and amortization                       50,048           50,714
   Non-cash transactions                              348,908               --
   Changes in operating assets and liabilities:
    Accounts receivable                                 9,859            3,808
    Inventory                                         (39,727)           9,646
    Accounts payable
      -trade                                          (59,760)         (48,924)
      -related party                                  129,063               --
    Accrued expenses                                 (266,964)          19,535
                                                    ---------        ---------
        Net Cash Used by Operating Activities        (254,845)        (408,816)
                                                    ---------        ---------
Cash Flows from Investing Activities:
  Capital Expenditures                                (60,805)         (15,653)
                                                    ---------        ---------
        Net Cash Used by Investing Activities         (60,805)         (15,653)
                                                    ---------        ---------
Cash Flows From Financing Activities:
  Payment on capital lease                                 --           (1,384)
  Loans from related parties                          308,000          457,457
  Payments to related parties                          (2,941)              --
                                                    ---------        ---------
        Net Cash Provided by Financing Activities     305,059          456,073
                                                    ---------        ---------

Increase (Decrease) in Cash and Cash Equivalents      (10,591)          31,604
Cash and Cash Equivalents, Beginning of Period         34,299            2,228
                                                    ---------        ---------
Cash and Cash Equivalents, End of Period            $  23,708        $  33,832
                                                    =========        =========

SUPPLEMENTAL INFORMATION:
Cash Paid for:
  Interest                                          $      --        $     140

Noncash 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               --

                                       5
<PAGE>
                              SOLPOWER CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE THREE MONTH PERIOD ENDING JUNE 30, 2000


NOTE 1 - BASIS OF PREPARATION

     The  accompanying   unaudited  condensed  financial  statements  have  been
prepared in accordance with generally accepted accounting principles for interim
financial  information and Article 10 of Regulation S-X. These statements do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three month  period ended  June 30, 2000 are not  necessarily  indicative of the
results that may be expected for the year ended March 31,  2001.  The  unaudited
condensed financial  statements should be read in conjunction with the financial
statements  and footnotes  thereto for the year ended March 31, 2000 included in
the Company's report on form 10-KSB.

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

RESULTS OF OPERATIONS

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

     Revenues for the three months ended June 30, 2000 were $121,339 as compared
to revenues of $25,439 for the three months ended June 30, 1999. The increase in
revenues resulted  primarily from improved sales in several  expanding  regional
markets  during the three month  period  ended June 30, 2000  compared  with the
three months ended June 30. 1999.

     Cost of sales decreased $40,432 or 30.4% from $132,966 in the quarter ended
June 30, 1999 to $92,534 in the quarter  ended June 30, 2000.  This  decrease is
primarily  attributable  to closing  the plant site in  Elkhart,  Indiana  and a
reduction in plant personnel at the Phoenix, Arizona plant.

     General and  administrative  costs were $387,754 for the quarter ended June
30, 2000 compared to $335,928 for the three months ended June 30, 1999.  The 15%
increase in costs were due to an increase in  consulting  fees  associated  with
management services and a reduction in other  non-recurring  expenses associated
with a reorganization of operations.

     Cash flow of $308,000 was provided by related  parties for the three months
ended June 30,  2000 as compared  with  $457,457  received  from  related  party
advances for the three month period ended June 30, 1999.

     The Company  experienced  a net loss of $426,272 for the three months ended
June 30, 2000 as compared  with  $443,595  for the three  months  ended June 30,
1999.  The 4% decrease was due to a reduction in  marketing  and  administrative
personnel and other reorganization efficiencies.

LIQUIDITY AND CAPITAL RESOURCES

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

                                       6
<PAGE>
                                     PART II
                                OTHER INFORMATION

ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS

     In June, 2000, Solpower issued 80,000 shares of its common stock to Mark A.
Robinson  and  70,000  shares  to James H.  Hirst.  Mr.  Robinson  is the  Chief
Executive  Officer and Mr.  Hirst is the  Secretary  and  Treasurer of Solpower.
These shares were issued as compensation to Mr. Robinson and Mr. Hirst.

     In August, 2000, Solpower issued 500,000 shares of common stock to Solpower
Southeast  Corporation in discharge of debt and accrued interest,  for repayment
of certain  expenses  related to the Elkhart,  Indiana plant and for purchase of
equipment.  The  shares  were  issued at $.40 per share and in  reliance  on the
exemption from registration under Section 4(2) of the Securities Act.

     In August,  2000, Solpower issued 284,625 shares of common stock to Masters
Marketing  Group,  Inc. The shares were issued at $.40 per share in cancellation
of  $113,850  of debt and  interest.  The shares  were issued in reliance on the
exemption from registration under Section 4(2) of the Securities Act.

     The shares issued to Solpower  Southeast  Corporation and Masters Marketing
Group, Inc. were included in the shares  outstanding on Solpower's balance sheet
dated June 30, 2000.

                                   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: September 1, 2000            By /s/ Mark A. Robinson
                                       -----------------------------------------
                                       Mark A. Robinson, Chief Executive Officer

                                       7