================================================================================

                     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, 2005

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

         For the transition period from _____________ to _______________

                              ____________________

                        Commission File Number: 000-29780
                              ____________________

                              SOLPOWER CORPORATION
             (Exact name of Registrant as specified in its charter)

          Nevada                                            87-0384678
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)


                       11555 Heron Bay Boulevard Suite 200
                             Coral Springs, FL 33076
                    (Address of principal executive offices)

                                  (954)603-0520
                           (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 70,059,727 shares of common stock, par value $0.01, as of September
30, 2005.

Transitional Small Business Disclosure Format (check one):

                  Yes _______     No ___X___

================================================================================
<PAGE>
<TABLE>
<CAPTION>
                              SOLPOWER CORPORATION
                           INDEX TO FORM 10-QSB FILING
                    FOR THE QUARTER ENDED SEPTEMBER 30, 2005

                                                           TABLE OF CONTENTS

                                                               PART I
                                                        FINANCIAL INFORMATION
                                                                                                                                Page

<S>                     <C>                                                                                                      <C>
Item 1.  Financial Statements...................................................................................................   2
         Balance Sheet
                  September 30, 2005 (Unaudited)................................................................................   2
         Consolidated Statements of Operations
                  For the Three Months and Six Months Ended September 30, 2005 (Unaudited)
                  and 2004 (Unaudited)..........................................................................................   3
         Consolidated Statements of Comprehensive Income (Loss)
                  For the Three Months and Six Months Ended September 30, 2005 (Unaudited)
                  and 2004 (Unaudited)..........................................................................................   4
         Consolidated Statement of Stockholders' Equity
                  For the Six Months Ended September 30, 2005 (Unaudited).......................................................   5
         Consolidated Statements of Cash Flows
                  For the Six Months Ended September30, 2005 (Unaudited)
                  and 2004 (Unaudited)..........................................................................................   6
         Notes to the Consolidated Financial Statements (Unaudited).............................................................   9

  Item 2. Management's Discussion and Analysis and Plan of Operations ..........................................................  16

  Item 3. Controls and Procedures...............................................................................................  22


                                                               PART II
                                                          OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds..............................................................................  22

Item 4.  Submission of Matters to a Vote of Security Holders ...................................................................  22

Item 6. Exhibits................................................................................................................  22

SIGNATURES .....................................................................................................................  23

CERTIFICATIONS .................................................................................................................  24
</TABLE>

                                       1
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                              SOLPOWER CORPORATION
                                  BALANCE SHEET
                               SEPTEMBER 30, 2005
                                   (UNAUDITED)



                                     ASSETS

 Current Assets:
     Cash and cash equivalent                                    $      138,354
     Accounts receivable                                                 35,819
     Inventory                                                          211,159
     Prepaid expenses                                                    33,638
                                                                 ---------------
                  Total Current Assets                                  418,970

Property and Equipment, net                                                 969

Intangible Asset- royalty agreement                                     120,000

Other Assets:
     Deposit                                                                350
                                                                 ---------------
                                                                 $      540,289
                                                                 ===============



                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
     Customer advances                                           $      384,192
     Accounts payable - trade                                           137,327
                      - related party                                   258,536
     Accrued expenses                                                   114,281
                                                                 ---------------
                  Total Current Liabilities                             894,336
                                                                 ---------------

Commitments and Contingencies

Stockholders' Deficit:
     Preferred stock; $0.001 par value, 5,000,000 shares
       authorized; issued and outstanding, none                               -
   Common stock; $0.01 par value, 100,000,000 shares
   authorized; issued and outstanding 70,059,727 shares                 700,597
     Additional Paid in Capital                                      12,435,625
     Common stock subscribed                                             24,000
     Accumulated deficit                                            (13,514,269)
                                                                  --------------
                   Total Stockholders' Deficit                         (354,047)
                                                                  --------------
                                                                  $     540,289
                                                                  ==============

The accompanying notes are an integral part of these consolidated financial
statements.


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


                                                            Three Months Ended               Six Months Ended
                                                              September 30,                    September 30,
                                                           2005            2004             2005           2004
                                                       --------------   ------------    -------------   ------------
<S>                                                       <C>              <C>                <C>           <C>
Revenues                                               $     357,543    $   119,141          401,245    $   180,359

Cost of Revenues                                             180,631         52,826          203,009         75,029
                                                       --------------   ------------    -------------   ------------

Gross Profit                                                 176,912         66,315          198,236        105,330

Expenses:
     General and administrative                              167,455        153,565          271,296        298,488
                                                       --------------   ------------    -------------   ------------

Operating Income (Loss) from Continuing Operations             9,457        (87,250)         (73,060)      (193,158)
                                                       --------------   ------------    -------------   ------------

Other Income (Expense):
     Interest income                                             588              -              600              -
     Income associated with extended warrants                                62,860                -        (15,670)
     Costs associated with issuance of call options                               -                -        (63,000)
     Interest expense                                                        (6,193)               -        (12,108)
                                                       --------------   ------------    -------------   ------------
           Total Other Income (Expense)                          588         56,667              600        (90,778)
                                                       --------------   ------------    -------------   ------------

Income (Loss) Before Provision for Income Taxes
     and Discontinued Operations                              10,045        (30,583)         (72,460)      (283,936)

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

Income (Loss) from Continuing Operations                      10,045        (30,583)         (72,460)      (283,936)
                                                       --------------   ------------    -------------   ------------

Discontinued Operations:
        Operating Loss from Discontinued Operations          (31,954)       (16,830)         (48,282)       (39,991)
        Gain on Disposition of Discontinued Operations        93,240              -           93,240              -
                                                       --------------   ------------    -------------   ------------
                                                              61,286        (16,830)          44,958        (39,991)
                                                       --------------   ------------    -------------   ------------

Net Income (Loss)                                      $      71,331    $   (47,413)     $   (27,502)   $  (323,927)
                                                       ==============   ============     ============   ============


Basic and Diluted Loss Per Share:
      Loss from operations available to stockholders:
            Continuing operations                      $        0.00    $      0.00      $      0.00    $      0.00
            Discontinued operations                    $        0.00    $      0.00      $      0.00    $      0.00
      Net Loss Per Share                               $        0.00    $      0.00      $      0.00    $      0.00
Weighted Average Number
    of Common Shares Outstanding                          69,823,314     56,435,714       69,567,924     55,283,548
                                                       ==============   ============     ============   ============

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
                              SOLPOWER CORPORATION
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                   (UNAUDITED)


                                                                                For the Six Months Ended
                                                                                     September 30,
                                                                                2005                2004
                                                                           --------------      ---------------
<S>                                                                              <C>                 <C>
Net (Loss)                                                                 $     (27,502)      $     (323,927)

Other Comprehensive Income (Loss), Net of Tax:
   Foreign currency translation adjustment                                             -               (1,333)
                                                                          ---------------      ---------------

Comprehensive Loss                                                        $      (27,502)      $     (325,260)
                                                                          ===============      ===============

 The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>
                              SOLPOWER CORPORATION
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                   FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2005
                                   (UNAUDITED)




                                                                 Additional                                Cumulative
                                       Common         Stock        Paid In    Common Stock  Accumulated   Translation
                                       Shares         Amount       Capital     Subscribed     Deficit        Account      Total
                                   ------------- ------------- ------------- ------------- -------------- ------------ ------------
<S>            <C>                        <C>         <C>           <C>           <C>           <C>            <C>          <C>
Balance, March 31, 2005              69,309,727  $    693,097  $ 12,293,125  $          -  $ (13,486,767) $     2,423  $  (498,122)
Change in cumulative translation
    account                                   -             -             -             -              -       (2,423)      (2,423)
Issuance of common for exercise of
    warrants                            750,000         7,500       142,500                            -            -      150,000
Common stock subscriptions received           -             -             -        24,000              -            -       24,000
Income for the six months ended
September 30, 2005
    (Unaudited)                               -             -             -             -        (27,502)                  (27,502)
                                   ------------- ------------- ------------- ------------- -------------- ------------ ------------
Balance, September 30, 2005
    (Unaudited)                      70,059,727  $    700,597  $ 12,435,625  $     24,000  $ (13,514,269) $         -  $  (354,047)
                                   ============= ============= ============= ============= ============== ============ ============

 The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>
                              SOLPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2005
                                   (UNAUDITED)



                                                                                   September 30,
                                                                       ---------------------------------
                                                                            2005                 2004
                                                                       -------------       -------------
Cash Flows From Operating Activities:
<S>                                                                    <C>                 <C>
     Net (loss)                                                        $    (27,502)       $    (323,927)
            Gain (Loss) from discontinued operations                         44,958              (39,991)
                                                                       -------------       --------------
     Net loss attributable to continuing operations                         (72,460)            (283,936)

       Adjustments to reconcile net loss to net cash used by
       operating activities:
          Depreciation and amortization                                         508                  398
          Non-cash transactions                                                   -              296,420
          Gain on sale of assets                                            (93,240)                   -
          Changes in operating assets and liabilities:
             Accounts receivable                                             56,029               27,285
             Subscriptions receivable                                             -              (15,466)
             Inventory                                                     (113,899)              49,507
             Prepaid expenses                                                30,048             (239,441)
             Deposit                                                            400                 (400)
             Accounts payable - trade                                        (6,646)             (50,706)
                              - related parties                              30,980              (40,532)
             Accrued interest - related party                                     -               11,816
             Accrued expenses                                              (118,729)                 (84)
                                                                       -------------       --------------
     Net Cash (Used) by Continuing Operating Activities                    (287,009)            (245,139)
                       Loss from continuing operations                       44,958              (39,991)
                                                                       -------------       --------------
                                                                           (242,051)            (285,130)
                                                                       -------------       --------------

Cash Flows from Investing Activities:
        Net change in investment of discontinued operations                  48,282               39,991
        Capital transactions                                                 (1,212)                   -
                                                                       -------------       --------------
                   Net Cash Provided (Used) by Investing Activities:         47,070               39,991
                                                                       -------------       --------------

Cash Flows from Financing Activities:
     Proceeds from common stock sold and call options                             -              159,000
     Proceeds from exercise of warrants                                     150,000                    -
     Proceeds from common stock subscriptions                                24,000                    -
     Net advances from customer                                              96,939               99,812
                                                                       -------------       --------------
                   Net Cash Provided by Financing Activities                270,939              258,812
                                                                       -------------       --------------


Increase (Decrease) in Cash and Cash Equivalents                             75,958               13,673

Cash and Cash Equivalents, Beginning of Period                               62,396                6,664
                                                                       -------------       --------------

Cash and Cash Equivalents, End of Period                               $    138,354        $      20,337
                                                                       =============       ==============

   The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       6
<PAGE>
                              SOLPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2005
                                   (UNAUDITED)

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


                                                           September 30,
                                                    ----------------------------
                                                       2005            2004
                                                    ----------      ------------
Supplemental Information

Cash Paid For:
     Interest                                       $       -       $         -
                                                    ----------      ------------
     Income Taxes                                   $       -       $         -
                                                    ----------      ------------
Non-Cash Investing and Financing:

   Intangible asset acquired as part of
     discontinued operation                         $ 120,000
                                                    ----------
   Issuance of common stock for services            $       -       $   163,750
                                                    ----------      ------------
   Issuance of common stock for debt                $       -       $    50,000
                                                    ----------      ------------
   Miscellaneous expense associated with
     extending warrants                             $       -       $    15,670
                                                    ----------      ------------
   Stock-based compensation                         $       -       $     4,000
                                                    ----------      ------------
   Cost associated with options issued              $       -       $    63,000
                                                    ----------      ------------

   The accompanying notes are an integral part of these financial statements.


                                       7
<PAGE>
                              SOLPOWER CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                  SIX MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (UNAUDITED)

NOTE 1 - ORGANIZATION, OPERATIONS, BASIS OF PRESENTATION AND MANAGEMENT PLANS

Organization

Solpower Corporation (the "Company"), formerly known as Virtual Technologies,
Inc. and Dynafuel Corporation, was incorporated under the laws of the State of
Utah on June 7, 1982.

The Company was originally incorporated with an authorized capital of 30,000,000
shares of common stock with a par value of one cent ($0.01) per share. On
December 12, 1995, the Company amended its articles of incorporation, changing
its name to Virtual Technologies, Inc. and authorizing preferred stock of
5,000,000 shares at $.25 par value. On July 22, 1996, the Company changed its
legal domicile to the State of Nevada. On November 22, 1997, the Company
restated the articles of incorporation, changing its name to Solpower
Corporation and changing its preferred stock par value to one-tenth of one cent
($.001) per share. On December 11, 2000, at the Annual Shareholders' Meeting,
shareholders approved an amendment to the Company's articles of incorporation to
increase the authorized shares of common stock to 100,000,000.

Nature of Operations

The principal business purpose of the Company is the sales and distribution of
Soltron(R), a fuel-enhancing product and SP34ETM, a replacement refrigerant, and
other environmentally friendly products throughout the world.

The Company has the exclusive worldwide sales, distribution, marketing and
manufacturing rights to the products, Soltron(R), A fuel-enhancing product.

Acquisitions

During the year ended March 31, 2003, the Company acquired 100% of the
outstanding stock of Virtual Technologies (Australia) Pty Ltd. The subsidiary
was acquired by the issuance of 6,000,000 shares of restricted common stock by
the Company. This acquisition delivers the exclusive worldwide sales,
distribution, marketing and manufacturing rights to the products, SP34ETM,
SP22E-A, SP22E-B and SP22E-C, refrigerant gas products. On September 30, 2005
the Company sold the outstanding stock of Virtual Technologies Pty. Ltd.
including all assets and liabilities in exchange for a royalty of 4% on all
gross sales for the next twenty years. This sale will reduce the Company's
losses of operations, reduce liabilities and enable the Company to have
financial information more timely for reporting SEC purposes.

During the year ended March 31, 2003, the Company acquired the worldwide rights
to the product Soltron(R) by the issuance of 9,000,000 restricted shares of its
common stock. These rights include the exclusive worldwide sales, distribution,
marketing and manufacturing rights to the product, Soltron(R), a fuel-enhancing
product. In the year ended March 31, 2004, the value of these rights was deemed
impaired and the costs associated with these rights were written off. (See
Impairment of Long-Lived Assets)

Basis of Presentation, Going Concern, Management Plans

The unaudited interim consolidated financial statements of the Company included
herein have been prepared in accordance with generally accepted accounting
principles for interim financial information and in accordance with the
instructions for Form 10-QSB under the Security Exchange Act of 1934. 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.


                                       8
<PAGE>
Operating results for the six-month period ended September 30, 2005 are not
necessarily indicative of the results that may be expected for the year ended
March 31, 2006. The unaudited consolidated financial statements should be read
in conjunction with the audited consolidated financial statements and footnotes
thereto for the fiscal year ended March 31, 2005 included in the Company's
Annual Report on Form 10-KSB, as filed with Securities and Exchange Commission.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. The Company has historically experienced significant losses and
negative cash flows from operations. For the six-month period ended September
30, 2005, we had a net loss of $27,502. Operations have resulted in a
deficiency in working capital of $475,366 and an accumulated deficit of
$13,514,269 as of September30, 2005.

During our fiscal years ended March 31, 2005 and 2004, and continuing during the
current fiscal year, the Company has been in the middle stages as a development
company seeking to find the complementary mix of products for future marketing
and distribution. The Company continues to explore the total distribution and
marketing for its products through established distributors, both wholesale and
retail. The Company anticipates that this methodology will enable it to cut
costs, increase the revenue stream and increase profits over the long range.
Although profits may decrease initially with certain revenues going to the
benefit of the distributors, we believe that the Company's revenues, profits and
cash flow will increase in the long term as a result of this methodology as more
distributors penetrate and sell through the end users of these products.

During the fourth quarter of 2005 or early in the first quarter of 2006, the
Company intends to bring in a new executive management team that has experience
in business development, product line development, background in distribution
channels and development of strategic business alliances. The Company
anticipates exploring expansion of additional product lines with environmentally
friendly products with established marketplaces and to accomplish these through
mergers and acquisitions.

In mid-January 2005 the Company contracted the services of Mr. Robert Kohn to
review and formalize the short-term and long-range plans of the Company.
Beginning in April 2005, Mr. Kohn became Interim CEO for the Company, and is
continuing to review the Company's current business environment and develop a
business plan to move the Company into potential other profitable business
segments and enhance the performance of the current product mix.

Discontinued Operations- Sale of Virtual Technologies Pty. Ltd. (Australia)

On September 30, 2005, the Company signed an agreement for the sale of 100% of
the outstanding common stock of Virtual Technologies Pty Ltd (VT) for assumption
of all the assets and liabilities of VT and a royalty payment. The royalty
payment is for a period of twenty (20) years and is equal to four percent (4%)
of gross sales excluding taxes and freight. The royalty is due and payable
within forty-five (45) days at the end each calendar quarter, beginning with the
quarter ending December 31, 2005. As part of the sale, the Company agreed that
it will not enter into any sales, distribution, licensing, manufacturing or any
other commercial application of the PRODUCTS (SP34E, SP22E-A, SP22E-B and
SB22E-C) for a period of five (5) years and to maintain all information
concerning the PRODUCTS as confidential.

This sale has been accounted for as a discontinued operation in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 144, Accounting for the
Impairment or Disposal of Long-lived Assets. The Company has determined that the
fair value of the royalty agreement is $120,000. A gain on the disposal of
$93,240 has been recognized on the sale and represents the excess of the fair
value of the royalty agreement less the book value of VT. The results of
operations of VT for the current and prior periods have therefore been reported
as discontinued operations. Operating results for VT are summarized below:


                                       9
<PAGE>
<TABLE>
<CAPTION>
                                                            Three Months Ended               Six Months Ended
                                                               September 30,                    September 30,
                                                       -----------------------------    ----------------------------
                                                           2005             2004            2005            2004
                                                       -------------    ------------    -------------   ------------
<S>                                                        <C>              <C>             <C>             <C>
Revenues                                               $     23,083     $    80,893     $     96,470    $   157,033

Cost of Revenues                                              4,570          36,742           43,143         71,680
                                                       -------------   -------------    -------------   ------------

Gross Profit                                                 18,513          44,151           53,327         85,353

Expenses:
     General and administrative                              50,040          60,229          100,908        123,567
                                                       -------------   -------------    -------------   ------------

Operating Income (Loss) from Continuing Operations          (31,527)        (16,078)         (47,581)       (38,214)
                                                       -------------   -------------    -------------   ------------

Other Income (Expense):
     Interest income                                             22              83              174             95
     Interest expense                                          (355)           (853)            (875)        (1,872)
                                                       -------------   -------------    -------------   ------------
           Total Other Income (Expense)                        (333)           (770)            (701)        (1,777)
                                                       -------------   -------------    -------------   ------------

Income (Loss) Before Provision for Income Taxes             (31,860)        (16,848)         (48,282)       (39,991)

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

Net Income from Discontinued Operations                     (31,860)        (16,848)         (48,282)       (39,991)
                                                       -------------   -------------    -------------   ------------
</TABLE>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The balance sheet is of the Company at September30, 2005. The consolidated
statement of operations for the three and six months ended September 30, 2005
and 2004 includes the activity of Solpower Corporation and Virtual Technologies
Pty Ltd (VT). VT has been presented in these statements as discontinued
operations. All significant inter-company transactions and accounts have been
eliminated in consolidation.


Pervasiveness of Estimates

The preparation of the consolidated financial statements, in conformity with
generally accepted accounting principles in the United States, requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Fair Value of Financial Instruments

Accounts receivable, accounts and loans payable, customer deposits, line of
credit, and accrued liabilities are substantially current or bear reasonable
interest rates. As a result, the carrying values of these financial instruments
approximate fair value.

Revenue Recognition

Revenues from sales to distributors and resellers are recognized when related
products are shipped. Revenues from consignment sales are recognized when
payments are received. The Company had no consignment sales for the periods
presented.

                                       10
<PAGE>
Cash and Cash Equivalents

All short-term investments purchased with an original maturity of three months
or less is considered to be cash equivalents. Cash and cash equivalents include
cash on hand and amounts on deposit with a financial institution.

Accounts Receivable

The Company follows the allowance method of recognizing uncollectible accounts
receivable. The allowance method recognizes bad debt expense as a percentage of
accounts receivable based on a review of the individual accounts outstanding and
the Company's prior history of uncollectible accounts receivable. The Company
does not have a formal policy to charge interest on late payments of receivable
amounts.

Concentration of Credit Risk

The Company sells its products and extends credit to various customers based
upon their financial condition. Exposure to losses on accounts receivables is
principally dependent on each customer's financial condition. The Company
monitors its exposure for credit losses and maintains allowances for potential
losses when required.

During the six-month period ended September 30, 2005, one customer accounted for
approximately 82% of the Soltron(R) revenue. The customer referred to is a major
distributor of Soltron(R) product.

Inventory

Inventory at September 30, 2005 consists of the Soltron(R) fuel additive
concentrate, and is stated at the lower of cost or market using the first-in,
first-out (FIFO) method. The Company periodically reviews its inventory and
makes provisions for damaged or obsolete inventory, if necessary. No provision
for damaged or obsolete inventory has been included in the accompanying
financial statements.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided for on the
straight-line and declining balance methods over the estimated useful lives of
the assets. Ordinary maintenance and repairs that neither materially add to the
value of the property nor appreciably prolong its life are charged to expense as
incurred. Betterments or renewals are capitalized when incurred. When assets are
retired or disposed, the cost and accumulated depreciation are eliminated from
the account and any gain or loss is reflected in the statement of operations.

Estimated useful lives of the assets are as follows:
         Computer and Office Equipment                        5 years
         Furniture                                          5-7 years

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes
in circumstances indicate the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future undiscounted net cash
flows expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeded the fair value of the assets. Assets to
be disposed of are reported at the lower of the carrying amount or fair value
less costs to sell.

During the year ended March 31, 2004, management determined that the costs
associated with the marketing licenses for Soltron(R) became impaired when sales
for this product line decreased substantially for the year ended March 31, 2004,
as compared to the sales for the previous year ended. Accordingly, the Company
wrote-off the balance associated with this license at March 31, 2004.


                                       11
<PAGE>
Income Taxes

Deferred income taxes are provided on an asset and liability method, whereby
deferred tax assets are recognized for deductible temporary differences and
operating loss and tax credit carry-forwards, and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and liabilities and their tax
basis. Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, there is uncertainty of the utilization of the operating
losses in future periods. Deferred tax assets and liabilities are adjusted for
the effects of changes in tax laws and rates on the date of enactment.

Comprehensive Income (Loss)

Statement of Financial Accounting Standards ("SFAS") No. 130, Reporting
Comprehensive Income, establishes requirements for disclosure of comprehensive
income and its components, which include, among other items, unrealized gains or
losses from marketable securities and foreign currency translation adjustments
that previously were only reported as a component of stockholders' equity. The
Company had components of comprehensive income (loss) during the periods
presented for 2004.

Loss per Common Share

Basic loss per common share is computed based on weighted average shares
outstanding and excludes any potential dilution from stock options, warrants and
other common stock equivalents. Basic loss per share is computed by dividing
loss available to common shareholders by the weighted average number of common
shares outstanding for the period. Diluted net loss per common share reflects
potential dilution from the exercise or conversion of securities into common
stock or from other contracts to issue common stock. As of September 30, 2005
and 2004, diluted net loss per common share is not included, as the effect of
including these shares is anti-dilutive.

At September 30, 2005, stock options representing 1,000,000 common shares were
outstanding with exercise price of $0.15. On July 29, 2005, 750,000 of the
1,567,500 outstanding warrants were exercised and the remaining warrants expired
on July 30, 2005 unexercised.

Foreign Currency Translation

Account balances and transactions denominated in foreign currencies and the
accounts of the Corporation's foreign operations have been translated into
United States funds, as follows: (i) assets and liabilities, if any, at the
rates of exchange prevailing at the balance sheet date; (ii) revenue and
expenses at average exchange rates for the period in which the transactions
occurred; (iii) exchange gains and losses arising from foreign currency
transactions are included in the determination of net earnings for the period;
and (iv) exchange gains and losses arising from the translation of the
Corporation's foreign operations are deferred and included as a separate
component of stockholders' equity.

The Company purchased its wholly owned Australian subsidiary on January 31, 2003
and the foreign currency translation adjustment account is presented in the
stockholders' equity section. On September 30, 2005, the Company signed an
agreement for the sale of its wholly owned Australian subsidiary.

Stock-Based Compensation

The Company has elected to follow Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees ("APB 25") and the related
interpretations in accounting for its employee stock options. Under APB 25,
because the exercise price of employee stock options equals or exceeds the
market price of the underlying stock on the date of grant, no compensation
expense is recorded. If the exercise price of employee stock options is under
the market price of the underlying stock on the date of grant, compensation
expense is recorded for the price differential times the quantity of options
granted. The Company has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock Based
Compensation," as amended by SFAS No. 148, "Accounting For Stock-Based
Compensation - Transition & Disclosure."

The Company recognized stock-based employee compensation for options issued to


                                       12
<PAGE>
two employees during the six-month period ended September 30, 2004 amounting to
$4,000 and none was incurred in the comparative period for 2005.

The fair value of option grants is estimated as of the date of grant utilizing
the Black-Scholes option-pricing model with the following weighted average
assumptions for all grants, expected life of options of 1.75 years, risk-free
interest rates of two and a quarter percent (2.25%), and a zero percent (0%)
dividend yield.

Transactions in equity instruments with non-employees for goods and services are
accounted for by the fair value method.

The effect on our net loss and loss per share had compensation costs been
recognized based on the fair value method prescribed by SFAS 123 "Accounting for
Stock-Based Compensation," is as follows:

                                                       Six Months Ended
                                                         September 30,
                                                     2005               2004
                                                ------------       ------------
Reported net loss                               $   (27,502)       $  (323,927)
      Add - stock-based compensation
         expense included in reported
         net loss                                         -              4,000
      Deduct - stock-based compensation
         expense determined under the
         fair value method                                -            (42,000)
                                                ------------       ------------
      Pro forma net (loss)                      $   (27,502)       $  (361,927)
                                                ============       ============
      Basic and diluted loss per share:
     As reported                                $      0.00        $     (0.00)
                                                ============       ============
     Pro forma                                  $      0.00        $     (0.00)
                                                ============       ============
Recent Accounting Pronouncement

In November 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 151 (SFAS 151), "Inventory
Costs." SFAS 151 amends the guidance in APB No. 43, Chapter 4, "Inventory
Pricing," to clarify the accounting for abnormal amounts of idle facility
expense, freight, handling costs, and wasted material (spoilage). SFAS 151
requires that those items be recognized as current period charges regardless of
whether they meet the criteria of "so abnormal." In addition, SFAS 151 requires
that allocation of fixed production overheads to the costs of conversion be
based on the normal capacity of the production facilities. SFAS 151 is effective
for financial statements issued for fiscal years beginning after June 15, 2005.
The adoption of SFAS 151 is not expected to have a material effect on the
Company's financial position or results of operations.

In December 2004, the FASB issued Statement of Financial Accounting Standards
No. 153 (SFAS 153), "Exchanges of Non-monetary Assets." SFAS 153 amends the
guidance in APB No. 29, "Accounting for Non-monetary Assets." APB No.29 was
based on the principle that exchanges of non-monetary assets should be measured
on the fair value of the assets exchanged. SFAS 153 amends APB No. 29 to
eliminate the exception for non-monetary exchanges of similar productive assets
and replaces it with a general exception for exchanges of non-monetary assets
that do not have commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange. SFAS 151 is
effective for financial statements issued for fiscal years beginning after June
15, 2005. The adoption of SFAS 153 is not expected to have a material effect on
the Company's financial position or results of operations.

In December 2004, the FASB revised Statement of Financial Accounting Standards
No. 123 (SFAS 123(R)), "Accounting for Stock-Based Compensation." The SFAS
123(R) revision established standards for the accounting for transactions in
which an entity exchanges its equity instruments for goods or services and
focuses primarily on accounting for transactions in which an entity obtains
employee services in share-based payment transactions. It does not change the
accounting guidance for share-based payment transactions with parties other than
employees. For public entities that do not file as small business issuers, the


                                       13
<PAGE>
revisions to SFAS 123 are effective as of the beginning of the first interim or
annual reporting period that begins after June 15, 2005. For public entities
that file as small business issuers, the revisions to SFAS 123(R) are effective
as of the beginning of the first interim or annual reporting period that begins
after December 15, 2005. For non-public entities, the revisions to SFAS 123 are
effective as of the beginning of the first annual reporting period that begins
after December 15, 2005. Management has not yet determined the effects of
adopting this statement on the Company's financial position or results of
operations.

In May 2005, the FASD issued SFAS no. 154, "Accounting Changes and Error
Corrections ("SFAS No. 154") which replaces APB Opinion No. 20, "Accounting
Changes" and SFAS No. 3, "Reporting Accounting Changes in Interim Financial
Statements-An Amendment of ABP Opinion No. 28. SFAS No. 154 provides guidance on
the accounting for and reporting of accounting changes and error corrections.
Specially, this statement requires "retrospective application" of the direct
effect foe a voluntary change in accounting principle to prior periods'
financial statements, if it is practical to do so. SFAS No. 154 also strictly
defines the term "restatement" to mean the correction of an error revising
previously issued financial statements. SFAS No. 154 is effective for accounting
changes and corrections of errors made in fiscal years beginning after December
15, 2005 and are required to be adopted by the Company in the first quarter of
fiscal year 2007. Although we will continue to evaluate the application of SFAS
No. 154, management does not currently believe adoption will have a material
impact on our results of operations, financial position or cash flows.

NOTE 3 - RELATED PARTY TRANSACTIONS

Convertible Loan Payable to Related Party

On September 18, 2000, the Company issued a $400,000 Convertible Promissory Note
to entities controlled by Peter Voss. The note matured on September 18, 2001,
and was 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. The note was
unpaid at December 11, 2002, with accrued interest on the note amounting to
$71,365 and the note and accrued interest was assigned, by Dominion Capital Pty
Ltd. to Peter Voss. Pursuant to the provisions of the Assignment and Amendment
of Debt Agreement, the interest rate was reduced from 8% to 5%, quarterly
payments of $64,813 were to be made, and the conversion rate was reduced from
$0.40 per common share to $0.10 per common share. The due date of the note was
also extended an additional twenty-four (24) months from the date of the
Agreement signing on November 22, 2002. As of November 22, 2004, no payments had
been made on this obligation. Subsequent to the amended due date of the note,
the Company negotiated with Peter Voss to convert the loan obligation and
accrued interest into common shares. On January 18, 2005, the Company's Board of
Directors agreed by unanimous consent to settle the debt and accrued interest
for the issuance of 11,000,000 shares of restricted common stock

Purchase of Virtual Technologies (Australia) Pty Ltd.

Effective January 31, 2003, the Company issued 6,000,000 shares of its
unregistered, restricted Common Stock pursuant to the terms the Share Purchase
and Sale Agreement with Virtual Technologies (Australia) Pty Ltd. This
acquisition delivers the exclusive worldwide sales, distribution, marketing and
manufacturing rights to the products, SP34E, SP22E-A, SP22E-B and SP22E-C,
refrigerant gas products. On September 30, 2005 the Company sold the outstanding
stock of Virtual Technologies Pty. Ltd. including all assets and liabilities in
exchange for a royalty of 4% on all gross sales for the next twenty years. This
sale will reduce the Company's losses of operations, reduce liabilities and
enable the Company to have financial information more timely for reporting SEC
purposes.


                                       14
<PAGE>
Purchase of Soltron(R) Worldwide Rights

On February 20, 2003, the Company acquired the worldwide rights to the product
Soltron(R) under the terms of the Acquisition Agreement, by the issuance of
9,000,000 restricted shares of its common stock to Dominion Capital Pty Ltd.
This acquisition delivered the exclusive worldwide sales, distribution,
marketing and manufacturing rights for the enzyme technologies for the product,
Soltron(R), a fuel-enhancing product. The costs associated with these marketing
rights were written off as of March 31, 2004 due to a determination that the
value of these assets was impaired

Issuance of Options to Director and Employee

On June 1, 2004, the Company issued an aggregate of 400,000 call options to a
director and to an employee for an aggregate consideration amount of $6,000. The
call options are exercisable for a three-year period and at an exercise price of
$0.15 a share.

NOTE 4 - EQUITY BASED TRANSACTIONS

Call Options Sold

On June 1, 2004, the Company issued 600,000 call options to three individuals
and 400,000 call options to two employees for an aggregate total of 1,000,000
call options and is to receive an aggregate consideration amount of $15,000. The
call options are exercisable for a three year period and at an exercise price
$0.15 a share.

Exercise of Warrants for Common Stock

On July 29, 2005, 750,000 warrants were exercised for the purchase of
unregistered common stock at $0.20 per share.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

THIS FORM 10-QSB MAY CONTAIN CERTAIN "FORWARD-LOOKING" STATEMENTS AS SUCH TERM
IS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND BY THE
SECURITIES AND EXCHANGE COMMISSION IN ITS RULES, REGULATIONS AND RELEASES, WHICH
REPRESENT THE REGISTRANT'S EXPECTATIONS OR BELIEFS, INCLUDING BUT NOT LIMITED
TO, STATEMENTS CONCERNING THE REGISTRANT'S OPERATIONS, ECONOMIC PERFORMANCE,
FINANCIAL CONDITION, GROWTH AND ACQUISITION STRATEGIES, INVESTMENTS, AND FUTURE
OPERATIONAL PLANS. FOR THIS PURPOSE, ANY STATEMENTS CONTAINED HEREIN THAT ARE
NOT STATEMENTS OF HISTORICAL FACT MAY BE DEEMED TO BE FORWARD-LOOKING
STATEMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WORDS SUCH AS
"MAY", "WILL", "EXPECT", "BELIEVE", "ANTICIPATE", "INTENT", "COULD", "ESTIMATE",
"MIGHT", "PLAN", "PREDICT" OR "CONTINUE" OR THE NEGATIVE OR OTHER VARIATIONS
THEREOF OR COMPARABLE TERMINOLOGY ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS. THESE STATEMENTS BY THEIR NATURE INVOLVE SUBSTANTIAL RISKS AND
UNCERTAINTIES, CERTAIN OF WHICH ARE BEYOND THE REGISTRANT'S CONTROL, AND ACTUAL
RESULTS MAY DIFFER MATERIALLY DEPENDING ON A VARIETY OF IMPORTANT FACTORS,
INCLUDING UNCERTAINTY RELATED TO ACQUISITIONS, GOVERNMENTAL REGULATION, MANAGING
AND MAINTAINING GROWTH, THE OPERATIONS OF THE COMPANY AND ITS SUBSIDIARIES,
VOLATILITY OF STOCK PRICE AND ANY OTHER FACTORS DISCUSSED IN THIS AND OTHER


                                       15
<PAGE>
REGISTRANT FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. THE COMPANY DOES
NOT INTEND TO UNDERTAKE TO UPDATE THE INFORMATION IN THIS FORM 10-QSB IF ANY
FORWARD-LOOKING STATEMENT LATER TURNS OUT TO BE INACCURATE. THE FOLLOWING SHOULD
BE READ IN CONJUNCTION WITH THE INFORMATION PRESENTED IN THE COMPANY'S ANNUAL
REPORT ON FORM 10-KSB FOR THE YEAR ENDED MARCH 31, 2005.

Going Concern

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. The Company has historically experienced significant losses and
negative cash flows from operations. For the six-month period ended September
30, 2005, we had a net loss of $27,502. Operations have resulted in a
deficiency in working capital of $475,366 and an accumulated deficit of
$13,514,269 as of September 30, 2005.

There can be no assurance that the Company will be able to continue as a going
concern in view of its financial condition. The Company's continued existence
will depend upon its ability to obtain sufficient additional capital in a timely
manner to fund its operations and to further develop its long-term business
plan. Any inability to obtain additional financing will have a material adverse
effect on the Company, including possibly requiring the Company to significantly
reduce or cease its operations.

These factors raise substantial doubt about the ability of the Company to
continue as a going concern. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America, which
require us to make estimates and judgments that significantly affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements. Note 2, "Significant Accounting Policies" in the Notes to
the Consolidated Financial Statements in our Form 10-QSB describes our
significant accounting policies which are reviewed by management on a regular
basis.

An accounting policy is deemed by us as critical if it requires an accounting
estimate to be made based on assumptions about matters that are uncertain at the
time the estimate is made, and if different estimates that reasonably could have
been used, or changes in the accounting estimates that are reasonable likely to
occur periodically, could materially impact the financial statements. The
policies and estimates that we believe are most critical to the preparation of
our consolidated financial statements and that require a higher degree of
judgment are:

     Stock-based compensation; and

     Valuation of extended warrants under the Black Scholes option-pricing
     model.

Operating Results for the Three Months Ended September 30, 2005 and 2004

Revenues - Revenues for the three months ended September 30, 2005 were $357,543
as compared to $119,141 for the three months ended September 30, 2004. The
increase in revenues of $238,402 was mainly attributable to a bulk Soltron(R)
sale to a major distributor. Operations from our wholly owned subsidiary have
been classified as discontinued operations in the current period and the prior
year comparable period.

Gross Profit - Gross profit decreased from 55.7% for the three months ended
September 30, 2004 to 49.5% for the three months ended September 30, 2005. The
decreased gross profit margin of 6.2% is mainly attributable to a lower gross
profit margin attained on the Soltron(R) revenue is a direct result of lower
margins on the sale of the Soltron(R) concentrate and increased production costs
and related freight charges on the Soltron(R). The total gross profit earned for
the three months ended September 30, 2005 increased $110,597 to $176,912 as


                                       16
<PAGE>
compared to $66,315 for the three months ended September 30, 2005. This increase
in gross profit is attributable to the increased revenues for the quarter ended
September 30, 2005.

General and Administrative Costs - General and administrative costs for the
three months ended September 30, 2005 were $167,455 as compared to $153,565 for
the same period ended September 30, 2004, or an increase of $13,890. The
increase is primarily comprised of increased consulting fees, sales, and travel
costs and was offset by decreases in investor relations, marketing and office
costs.

Income (Costs) Associated with Extended Warrants - On January 21, 2004, the
Board of Directors of the Company extended the exercise period of 1,567,000
warrants from January 31, 2004 to January 31, 2005 and on January 11, 2005, the
Board extended the exercise period to July, 30, 2005. The warrants have an
exercise price of $0.20 per warrant. At September 30, 2004, none of the extended
warrants were exercised. The Company applied variable accounting in relation to
the extended warrants at September 30, 2004. Utilizing the Black-Scholes
option-pricing model the revaluation of the extended warrants resulted in a
credit to operations amounting to $62,860 for the period ending September 30,
2004 and no associated entry for the three months ended September 30, 2005. On
July 29, 2005, 750,000 of the warrants were exercised and the remaining warrants
expired on July 30, 2005 unexercised.

Net Income (Loss) - The Company's consolidated net income for the three months
ended September 30, 2005 was $71,331 as compared to a net loss of $47,413
incurred for the comparable three-month period ended September 30, 2004. The
increase of $118,744 in net income for the current period ended is attributable
to the increased loss attributable to discontinued operations of our wholly
owned subsidiary .

Operating Results for the Six Months Ended September 30, 2005 and 2004

Revenues - Revenues for the six months ended September 30, 2005 were $401,245 as
compared to $180,359 for the six months ended September 30, 2004. The increase
in revenues of $220,886 was mainly attributable to a bulk Soltron(R) sale to a
major distributor. Operations from our wholly owned subsidiary have been
classified as discontinued operations in the current period and the prior year
comparable period.

Gross Profit - Gross profit decreased from 58.4 % for the six months ended
September 30, 2004 to 49.4% for the six months ended September 30, 2005. The
decrease in the gross profit from Soltron(R) is a direct result of lower margins
on the sale of the Soltron(R) concentrate and increased production costs and
related increased $92,906 to $198,236 as compared to $105,330 for the six months
ended September 30, 2005. This increase in gross profit is attributable to the
increased revenue in the current period.

General and Administrative Costs - General and administrative costs for the six
months ended September 30, 2005 were $271,296 as compared to $298,488 for the
comparable period ended September 30, 2004, or an decrease of $27,192. The
decrease is primarily comprised of decreased legal and accounting fees, investor
relations, insurance, marketing, auto, telephone and stock compensation costs
and was offset by increased consulting fees, sales and travel costs.

Income (Costs) Associated with Extended Warrants - On January 21, 2004, the
Board of Directors of the Company extended the exercise period of 1,567,000
warrants from January 31, 2004 to January 31, 2005 and on January 11, 2005, the
Board extended the exercise period to July, 30, 2005. The warrants have an
exercise price of $0.20 per warrant. At September 30, 2004, none of the extended
warrants were exercised. The Company applied variable accounting in relation to
the extended warrants at September 30, 2004. Utilizing the Black-Scholes
option-pricing model the revaluation of the extended warrants resulted in a
charge to operations amounting to $15,670 for the period ending September 30,
2004 and no associated entry for the six months ended September 30, 2005. On
July 29, 2005, 750,000 of the warrants were exercised and the remaining warrants
expired on July 30, 2005 unexercised.

Costs Associated with Issuance of Options - During the three-month period ended
June 30, 2004, we incurred a $63,000 charge for the issuance of 600,000 call
options to three individuals. The cost associated with the issuance of the call
options was determined utilizing the Black-Scholes option-pricing model.


                                       17
<PAGE>
Net Loss - The Company's consolidated net loss for the six months ended
September 30, 2005 was $27,502 as compared to a net loss of $323,927 incurred
for the comparable six-month period ended September 30, 2004. The decrease
$296,425 in net loss for the current six month period ended is mainly
attributable to the increased revenue and gross profit and no recognized costs
were incurred in the current period associated with options, warrants and
interest expense.

Plan of Operation

We continue to historically report significant losses. Nevertheless, we believe
that we may be able to continue to reduce our operating losses based on the
current trend of increasing Soltron(R) product sales, together with licensing
fees from Virtual Technologies Pty Ltd. Because of discussions with new
distributors we anticipate increased sales of Soltron during the fiscal year
2006.

During our fiscal years ended March 31, 2005 and 2004, and continuing during the
current fiscal year, the Company has been in the middle stages as a development
company seeking to find the complementary mix of products for future marketing
and distribution. The Company continues to explore the total distribution and
marketing for its products through established distributors, both wholesale and
retail. The Company anticipates that this methodology will enable it to cut
costs, increase the revenue stream and increase profits over the long range.
Although gross profits may decrease initially with certain revenues going to the
benefit of the distributors, we believe that the Company's revenues, profits and
cash flow will increase in the long term as a result of this methodology as more
distributors penetrate and sell through to the end users of these products.

During the first quarter of 2006 the Company intends to bring in additional
executive management expertise that has experience in business development,
product line development, background in distribution channels and development of
strategic business alliances. The Company anticipates exploring expansion of
additional product lines with environmentally friendly products with established
marketplaces and to accomplish these through acquisitions and exclusive
licenses.

In mid-January 2005 the Company contracted the services of Mr. Robert Kohn to
review and formalize the short-term and long- range plans of the Company.
Beginning in April 2005, Mr. Kohn became interim CEO for the Company, and began
a review of the Company's current business environment and develop a business
plan to move the Company into potential other profitable business segments and
enhance the performance of the current product mix. In October 2005 Mr. Kohn
became the full time CEO for the Company.

We intend to seek to have our securities quoted on the OTC Bulletin Board, which
may provide a better ability to attract investors. We are in process of
completing our Securities Act filings to facilitate this process. We intend to
raise capital to provide cash flow and to expand our present operations. We also
have outstanding warrants and stock options that, if converted, will provide
cash flow for working capital.

Liquidity and Capital Reserves

Product sales did not provide sufficient working capital to fund our operations
during the period ended September 30, 2005. Operations utilized $242,051 of cash
during this period. Additional liquidity was provided by subscriptions of common
stock, exercise of warrants and advances from a major distributor of our Soltron
product. During this same period for the previous reporting period, $285,130 of
cash was utilized by operations. Additional liquidity for this period was
provided mainly from advances from a major distributor of our Soltron product
and proceeds from the sale of common stock and subscriptions receivable. As of
September 30, 2005, we had no commitments for capital expenditures.

Factors Affecting Future Performance and Risks

Limited Operating History - We have only a limited operating history with
respect to the distribution and marketing of Soltron(R).


                                       18
<PAGE>
History of Losses - We have consistently had significant negative cash flow,
operating losses and insufficient liquidity with respect to current operations,
all of which we expect to continue until our sales revenues increase
substantially. There can be no assurance that we will be able to achieve, or
maintain, profitable operations or positive cash flow at any time in the future.

Additional Capital Requirement - We will require significant additional capital
to meet our growth objectives and to fully implement our business plan and
expand our operations. We will need to continue raising working capital through
private placement equity financing we may also seek additional debt financing
through banks, other financial institutions, companies or individuals. No
assurance can be given that we will be able to obtain any such additional equity
or debt financing on satisfactory terms or at all. Further, even if financing is
obtained, no assurance can be given that such financing would be adequate to
meet our needs for the foreseeable future. If we are unsuccessful in obtaining
sufficient additional capital, our ability to continue as a viable business
enterprise will be substantially impaired.

Need to Develop Sales and Product Awareness - Establishment of a distribution
network sufficient to create and supply customer demand for Soltron(R) will be
critical to our future success. We anticipate developing this network primarily
through distributors with established distribution channels in the fuel, oil
chemical and automotive aftermarket industries. Numerous factors, including lack
of sufficient inventory or capital, or failure of our products to generate
sufficient demand and lack of sufficient qualified, experienced personnel may
contribute to the difficulties we will face in establishing an efficient
distribution network for our products. While we intend to engage qualified
personnel to assist in establishing our distribution network, no assurance can
be given that our products will be accepted by industrial or retail consumers,
that a satisfactory distribution network can be established or that our
operations will ever be profitable.

Uncertainty of Market Acceptance of Products, Limited Marketing Experience - We
are still in the early stages of marketing Soltron(R). As is typical with new
products, demand and market acceptance for our products is subject to a high
degree of uncertainty. Achieving widespread market acceptance for our products
will require substantial marketing efforts and the expenditure of sufficient
funds to create brand recognition and customer demand and to cause potential
customers to consider the potential benefits of our products. The prospects for
our product line will be largely dependent upon our ability to achieve market
penetration, which will require significant efforts on our part to create
awareness of and demand for our products. Our ability to build our customer base
will depend in large part on our ability to locate, hire and retain sufficient
qualified marketing personnel and to fund marketing efforts, including
advertising. There can be no assurance that our products will achieve widespread
market acceptance or that our marketing efforts will result in future profitable
operations.

Variability of Operating Results and Volatility of Common Stock Prices - Our
quarterly operating results have in the past been, and are anticipated in the
future to be, highly volatile. While we anticipate that increased sales of our
products will continue to generate revenue, the operating results of any
quarterly period as compared to the previous quarter or the same quarter for the
prior period will, in all likelihood, vary significantly. Significant variances
in operating results from period to period could result in high volatility of
the market price for our common stock.

Limited Product Line - We currently hold the marketing and distribution rights
to Soltron(R). Our future success and profitability will, to a very high degree,
depend upon the market acceptance of these products and our ability to improve
these products.

Supply, Capacity and Distribution Constraints - To successfully market our
products, we must be able to fill orders promptly for our shipment. Our ability
to meet our supply requirements promptly will depend on numerous factors
including our ability to establish successfully an effective distribution
network and to maintain adequate inventories. The ability of our sole supplier
of the Soltron(R) enzyme to adequately produce the enzymes needed to produce
Soltron(R) in volumes sufficient to meet demand will also affect our ability to


                                       19
<PAGE>
produce this product. Failure to adequately supply products to distributors and
retailers or of any of our suppliers to produce sufficient materials to meet our
demand would materially adversely impact our operations.

Dependence Upon Raw Materials and Supplier - We are dependent on a single
supplier of the enzyme concentrate needed to make Soltron(R) and on other
suppliers of chemicals. Chemicals are subject to price fluctuations based upon
supply and demand. In addition, because the Soltron(R) enzyme is produced in
Japan, fluctuations in currency values could adversely affect our cost of this
product. Interruption of our product supply could result from several factors,
such as disruption of supply of raw product, work stoppages, strikes or other
labor difficulties, changes in governmental or international regulations or
natural or man caused disasters occurring with respect to our suppliers. Any
increase in the costs of our raw materials or disruption of our suppliers could
severely and adversely affect our business operations.

Reliance on Management; Limited Personnel - Attracting and retaining qualified
personnel is critical to our business plan. Our inability to attract additional
qualified personnel would have a materially adverse affect on our business. No
assurances can be given that we would be able to attract such qualified
personnel or agents, or to successfully implement our business plan.

Management of Growth - We anticipate growth in the future, which will require
effective management of all aspects of our business. If achieved, this growth
may place significant strains on our financial, managerial, personnel and other
resources. Failure to effectively manage our anticipated growth could have a
materially adverse effect on our business and profitability.

Competition - The markets for fuel additives, refrigerants and enzyme based
cleaning and bio-remediation products are highly competitive. We believe that
our products and our management's qualifications will enable us to compete
effectively in these markets, but we cannot give any assurance that we will be
successful. We will be competing with established manufacturers and distributors
that have already developed brand recognition and gained consumer acceptance.
Many of these competitors have significantly greater financial, marketing,
personnel, managerial and other resources than we do. New competitors may also
enter these markets. Even though we believe our products are superior to those
of our competitors, our lack of financial strength and brand recognition will be
significant disadvantages to our ability to penetrate and compete in our target
markets.

Limited Patent and Proprietary Information Protection - We do not believe that
our products or our proprietary production processes infringe on proprietary
rights of others, but we cannot give any assurance that infringement claims will
not be made against us. If it is determined that our products or processes do
infringe someone else's proprietary rights, we could be required to modify our
products or processes or obtain a license to continue our use of them. There can
be no assurance that we would be able to do this in a timely manner, upon
acceptable terms and conditions or at all. Our failure to do so would have a
material adverse effect on our business. In addition, there can be no assurance
that we would have the financial or other resources necessary to prosecute or
defend a patent infringement or other proprietary rights action. Moreover, if
any of our products or processes were held to infringe patents or proprietary
rights of others, we could, under certain circumstances, be held liable for
damages, which could be significant in amount and which could materially and
adversely effect our operations. We rely on confidentiality agreements, trade
secret protection and other methods to protect our processes, concepts, ideas,
documentation and other information related to our products and proprietary
processes. However, these methods may not afford complete protection and there
can be no assurance that others will not independently develop similar products
and processes. All of our employees are required to sign non-disclosure,
non-competition and inventions agreements, but there can be no assurance that a
court would enforce such agreements or that they would provide us with any
meaningful protection. There can be no assurance that we will be able to
adequately protect our trade secrets or that other companies will not acquire
information that we consider proprietary.

Product Acquisition Agreement - We own the worldwide rights to manufacture and
distribute Soltron(R), as well as the process, formulae and other proprietary
rights related to such products, pursuant to product acquisition agreements with
Dominion Capital. Any termination or impairment of the rights of Dominion


                                       20
<PAGE>
Capital to such proprietary rights or to our rights under these agreements would
materially adversely affect our operations.

Need for Additional Product Development - We believe that our development work
on Soltron(R) is substantially complete, but testing of these products in the
United States has been limited. We anticipate that our future research and
development activities, combined with experience we hope to gain from commercial
production and use of our products will result in the need for further
refinement of our products and development of new products. Such refinements and
development may be required for our products to remain competitive. There can be
no assurance that we will have the experience or the financial resources
necessary to make such improvements to our product line, which could have a
significant negative impact on our business.

Adequacy of Product Liability Insurance - The use of our products entails
inherent risks that could expose us to product liability claims, which could
have a material adverse effect on our business and financial condition. While we
do maintain product liability insurance to cover these types of claims, there
can be no assurance that we will be able to maintain such insurance on
acceptable terms or, even if maintained, that such insurance would be sufficient
to cover all potential claims.

Control by Existing Stockholders/Foreign Stockholders - Our principal
stockholder, and its affiliates own or control a substantial block of our
outstanding common stock. Accordingly, these stockholders, acting together, are
able to effectively control matters requiring approval by our stockholders,
including the election of our board of directors and approval of certain
significant transactions. Our principal stockholder is domiciled in Australia
and if we, or our stockholders, were to bring legal action against it, its
domicile in a foreign country may prevent it from being subject to jurisdiction
of a United States court. While our stockholders or we may be able to proceed
against these entities in an Australian court, such actions may be prohibitively
expensive and an Australian court may not recognize claims or provide remedies
similar to those available in United States courts.

International Trade - We currently anticipate selling Soltron(R) worldwide, as
well as importing Soltron(R) concentrate from Japan. This will expose our
business to certain additional risks related to doing business internationally,
which could include, among others, fluctuations in currency exchange rates,
changes in both United States and foreign import and export laws and
regulations, increases in tariffs, customs, foreign tax liabilities and other
adverse United States and foreign tax consequences and potential difficulty in
contract enforcement. Risks of conducting international business operations
could have a negative impact on our overall business.

ITEM 3 - CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer have evaluated
the Registrant's disclosure controls and procedures within 90 days of the filing
date of this annual report. Based upon this evaluation, the Company's Chief
Executive Officer and Chief Financial Officer have concluded that the Company's
disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and
15d-15 as of the end of the period covered by this report are effective in
ensuring that material information required to be disclosed is included in the
reports that it files with the Securities and Exchange Commission were timely
recorded, processed and reported within the time periods specified in the
Securities and Exchange commission rules and forms.

There were no significant changes in the Company's internal controls or, to the
knowledge of the management of the Company, in other factors that could
significantly affect these controls subsequent to the evaluation date.


                                       21
<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM 2.   UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

     On July 29, 2005, 750,000 warrants were exercised for the purchase of
     unregistered common stock at $0.20 per share.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

ITEM 6.   EXHIBITS

     (a) The following exhibits are filed as part of this report:

     31.1 Certification of Chief Executive officer and Chief accounting Officer
     of Periodic Report pursuant to Rule 13a-14a and Rule 15d-14(a).

     32.1 Certification of Chief Executive officer and Chief accounting Officer
     pursuant to 18 U.S.C. - Section 1350.


                                       22
<PAGE>
SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Dated:  December 12, 2005                SOLPOWER CORPORATION

                                         By:  /s/ Robert  Kohn
                                              ----------------
                                              Robert Kohn
                                              Chief Executive Officer, Principal
                                              Accounting Officer



                                       23