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, 1998

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

         For the transition period from _____________ to _______________


                        Commission File Number 001-14439


                              SOLPOWER CORPORATION
        (Exact name of small business issuer as specified in its charter)

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

                       7309 East Stetson Drive, Suite 102
                            Scottsdale, Arizona 85251
                    (Address of principal executive offices)

                                 (602) 947-6366
                           (Issuer's Telephone Number)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                                 Yes [ ] No [X]

         The number of shares  outstanding  of each of the  issuer's  classes of
common  equity was  23,391,560  shares of common  stock,  par value $.01,  as of
September 30, 1998.

           Transitional Small Business Disclosure Format (check one):

                                 Yes [ ] No [X]
<PAGE>
                              SOLPOWER CORPORATION
                           INDEX TO FORM 10-QSB FILING
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1998

                               TABLE OF CONTENTS                     PAGE NUMBER

                                     PART I
                              FINANCIAL INFORMATION

Item 1. Financial Statements............................................  3
        Balance Sheet
          September 30, 1998 (unaudited) and March 31, 1998.............  3
        Statements of Operations
          Three Months and Six Months Ended September 30,
           1998 (unaudited).............................................  4
        Statement of Cash Flows
          Six Months Ended September 30, 1998 (unaudited)
           and 1997 (unaudited).........................................  5
        Notes to the Financial Statements...............................  6

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

                                    PART II
                                OTHER INFORMATION

None....................................................................  8

                                   SIGNATURES



                                       -2-
<PAGE>
                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                              SOLPOWER CORPORATION

                                  BALANCE SHEET

                                               Six Months Ended     Year Ended
                                              September 30, 1998  March 31, 1998
                                              ------------------  --------------
                                                 (UNAUDITED)
                                     ASSETS
Current Assets
 Cash                                           $   47,816         $  183,842
 Inventory                                          91,445            101,906
 License Fee Receivable                          4,600,987          2,160,000
 Stock Subscription Receivable                     100,000            600,000
 Prepaid Expenses                                       --              2,917
                                                ----------         ----------
Total Current Assets                            $4,840,248         $3,048,665

 Property and Equipment, Net                       238,683            131,942
 Other Assets
 Marketing Rights                                   90,833             35,833
 Security Deposits                                  14,422             14,422
                                                ----------         ----------
Total Other Assets                              $  105,255         $   50,255
                                                ----------         ----------
    Total Assets                                $5,184,186         $3,630,862
                                                ==========         ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
 Accounts Payable                               $       --         $    2,432
 Capital Lease Obligation, Current Portion           2,459              4,575
 Income Taxes Payable                           $  892,273             14,914
                                                ----------         ----------
Total Liabilities                               $  894,732         $   21,921
 Long Term Liabilities
 Capital Lease Obligation, Noncurrent Portion   $    5,167         $    5,167
 Advances Payable, Related Party                   240,901             39,725
                                                ----------         ----------
Total Long Term Liabilities                     $  246,068         $   44,892
                                                ----------         ----------

Total Liabilities                               $1,140,800         $   66,813
                                                ----------         ----------
Commitments and Contingencies
Stockholders' Equity
 Preferred Stock; $0.001 Par Value, 5,000,000
   Authorized; Issued and Outstanding, NONE
 Common Stock; $0.01 Par Value, 30,000,000
   Authorized; Issued and Outstanding,
   23,391,560 Shares at September 30, 1998
   and 17,391,560 Shares at March 31, 1998      $  233,915         $  173,916
   Additional Paid In Capital                   $3,410,904         $3,410,904
     Less:  Subscription Receivable               (300,000)          (400,000)
 Accumulated Profits (Deficit)                     698,567            (20,771)
                                                ----------         ----------
Total Stockholders' Equity                      $4,043,386         $3,164,049
                                                ----------         ----------
Total Liabilities and Stockholders' Equity      $5,184,186         $3,230,862
                                                ==========         ==========

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                       -3-
<PAGE>
                              SOLPOWER CORPORATION

                             STATEMENT OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                             Six Months Ended          Three Months Ended
                                               September 30,              September 30,
                                            1998         1997          1998          1997
                                            ----         ----          ----          ----
<S>                                     <C>          <C>           <C>           <C>        
Revenues                                $ 2,445,307  $        --   $    19,505   $        --

Expenses
  General and Administrative                849,877       95,838       464,060        36,642
                                        -----------  -----------   -----------   -----------

  Operating Income (Loss)                 1,595,430      (95,838)     (444,555)      (36,642)

Other Income (Expense)
  Interest Income                             2,189           --         1,881            --
  Interest Expense                             (925)          --          (462)           --
                                        -----------  -----------   -----------   -----------
Total Other Income (Expense)                  1,264           --         1,419            --
                                        -----------  -----------   -----------   -----------

Net Income (Loss) Before Provision
  for Income Taxes                        1,596,694      (95,838)     (443,136)      (36,642)

Provision for Income Taxes                  877,359           --            --            --
                                        -----------  -----------   -----------   -----------

Net Income (Loss) Available to
  Common Shareholders                   $   719,335  $   (95,838)  $  (443,136)  $   (36,642)
                                        ===========  ===========   ===========   ===========
Net Income (Loss) Per Common
  Share Equivalents                     $      0.04  $     (0.01)  $     (0.02)  $      0.00
                                        ===========  ===========   ===========   ===========
Weighted Number of Common Shares and
Common Share Equivalents Outstanding     18,891,560   11,311,560    18,891,560    11,311,560
                                        ===========  ===========   ===========   ===========
</TABLE>


                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                       -4-
<PAGE>
                              SOLPOWER CORPORATION

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                            Six Months Ended
                                                              September 30,
                                                           1998          1997
                                                           ----          ----
Cash Flows From Operating Activities:
  Net Income (Loss)                                   $   719,335     $ (95,838)
  Adjustments to Reconcile Net Income (Loss)
   to Net Cash Used in Operating Activities:
    Depreciation and Amortization                          18,739         9,154
    Other Non-Cash Items                                       --       529,000
  Changes in Assets and Liabilities:
    (Increase) Decrease in Accounts Receivable             43,225            --
    (Increase) Decrease in License Fee Receivable      (2,397,761)           --
    (Increase) Decrease in Inventory                       10,461            --
    (Increase) Decrease in Prepaid Expenses                 2,917            --
    (Increase) Decrease in Security Deposits                   --       (15,260)
    (Increase) Decrease in Accounts Payable                 2,432            --
    (Increase) Decrease in Income Taxes Payable           877,359            --
                                                      -----------     ---------
  Total Adjustments                                    (1,533,943)      513,894
                                                      -----------     ---------
Net Cash Used in Operating Activities                    (814,608)      418,056

Cash Flows From Investing Activities:
  Capital Expenditures                                    120,480       (17,024)
                                                      -----------     ---------
Net Cash Flows Provided By (Used In)
  Investing Activities                                    120,480       (17,024)
Cash Flows From Financing Activities:
  Proceeds From Issuance of Common Stock                  600,000            --
  Capital Lease Obligations                                (2,116)       15,172
  Net Advances (Repayments) from Stockholders             201,178      (413,858)
                                                      -----------     ---------
Net Cash Provided by (Used In) Financing Activities       799,062      (398,686)

Increase (Decrease) in Cash and Cash Equivalents         (136,026)        2,346
Cash and Cash Equivalents Beginning of Year               183,842           437
                                                      -----------     ---------
Cash and Cash Equivalents End of Year                 $    47,816     $   2,783
                                                      ===========     ---------
Supplemental Information:
Cash Paid For:
  Interest                                            $       925     $      --
                                                      ===========     =========
  Income Taxes                                        $        --     $      --
                                                      ===========     =========
Non-Cash Investing and Financing:
  Issuance of Common Stock for Marketing
    Rights (Note 2)                                   $    60,000     $      --
                                                      ===========     =========
  Issuance of Common Stock in Exchange for
   Cancellation of a Portion of Advances Payable      $        --     $ 520,000
                                                      ===========     =========

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                       -5-
<PAGE>

                        NOTES TO THE FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PREPARATION

The accompanying  unaudited condensed financial statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and Article 10 of Regulation  S-X. These  statements do not include
all of the information and footnotes required by generally  accepted  accounting
principles for complete financial statements. In the opinion of management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have been included.  Operating results for the three and six
month periods ended  September  30, 1998 are not  necessarily  indicative of the
results that may be expected for the year ended March 31,  1999.  The  unaudited
condensed financial  statements should be read in conjunction with the financial
statements  and footnotes  thereto for the year ended March 31, 1998 included in
the Company's report on Form 10- SB.

NOTE 2 - MARKETING RIGHTS

On June 17, 1998,  the Company issued  6,000,000  shares of common stock at $.01
per  share,  or $60,000 in  exchange  for the  exclusive  North  America  sales,
distribution,  marketing and  manufacturing  rights for SP34E,  a direct drop-in
replacement  refrigerant  gas for R-12 and R-134a.  The  Company  also will make
royalty payments of $2.25 per kilogram of SP34E sold.


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

RESULTS OF OPERATIONS

                 SIX MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO
                       SIX MONTHS ENDED SEPTEMBER 30, 1998

Revenues for the six months ended September 30, 1998 were $2,445,307 as compared
to no revenues for the six months ended  September  30, 1997.  Revenues from the
sale of Territory  Licenses  represented  98.1% of the Company's  total revenues
with the  remainder  representing  the  commencement  of  sales  of the  product
Soltron(TM)  through its corporate  territory as well as to its  licensees.  The
increase in revenues resulted  primarily from the signing of Territory  Licenses
during the six months ended September 30, 1998 as compared to the start up stage
the Company was in during the six months ended September 30, 1997.

On June 30, 1998 the Company had entered into licensing  agreements with Houston
Mercantile  Exchange,  Inc.  ("HME")  which  provided for the  exclusive use and
distribution by HME of the Company's product Soltron(TM) in the South and Mexico
Territories. The license fee was $1,800,000 and $600,000,  respectively,  with a
down  payment of $180,000 and $60,000  respectively  due upon the signing of the
agreements.  HME signed promissory notes for the amounts  outstanding,  with the
notes  bearing  interest  at one half  percent  (0.5%) on the  unpaid  principal
balance,  with all unpaid principal and interest due on or before June 30, 2000.
The  licensee is  required to pay the Company the greater of the amount  payable
per a payment  schedule  in the  agreements  or the  product of $5.50  times the
number of liters of  concentrate  shipped by the Company to the licensee  during
the immediately preceding calendar month.

General and  Administrative  expenses were $849,877  during the six months ended
September 30, 1998 as compared to $95,838 during the six months ended  September
30,  1997.  The  increase in expenses  was  related to the  organization  of the
corporate  offices and business plan;  organization  and production of licensing
agreements and related materials;  identification and qualification of territory
licensees;  permitting and equipping the Phoenix production  facility;  locating
and leasing the Elkhart  production  facility;  financing and investor relations
activities; and requisite trademark and product registration.

Cash flow of $801,178 was provided from  shareholder  advances and the placement
of the  Company's  stock  as  compared  to  $520,000  for the six  months  ended
September 30, 1997 which resulted from shareholder advances.

The Company experienced an after tax profit of $719,335 for the six months ended
September  30, 1998  compared to an after tax loss of $95,838 for the six months
ended  September 30, 1997, at which point in time, the Company was in a start up
phase with no revenues or licensees in place.

On a weighted average per share basis, earnings were $0.04 per share for the six
months ended  September  30, 1998  compared to a loss of $0.01 per share for the
six months ended September 30, 1997.

                THREE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO
                      THREE MONTHS ENDED SEPTEMBER 30, 1997

Revenues for the three months ended September 30, 1998 were $19,505  compared to
no  revenues  for the  three  months  ended  September  30,  1997.  Sales of the
Company's  product  were  $19,505 for the quarter  ended  September  30, 1998 as
compared  to no sales for the same  quarter of 1997,  at which point in time the
Company  was  still in its  start  up  phase  and had no  licensees  or  product
available for sale. Sales of product during the quarter ended September 30, 1998
represented 91.2% of revenue, with no sales having occurred in the quarter ended
September  30,  1997.  The balance of  revenues  for the  Company  consisted  of
interest income.

General and  administrative  expenses for the quarter  ended  September 30, 1998
were  $464,060 as compared to $95,838 for the quarter  ended  September 30, 1997
during the start up phase of the  Company.  The  utilization  of cash  resources
continued  during the quarter ended  September 30, 1998, in the Company's  major
activity of permitting and equipping the Phoenix production  facility;  locating
and leasing the Elkhart facility;  financing and investor relations  activities;
organization and production of licensing  agreements and related materials;  and
identification and qualification of territory licensees.

The net loss for the quarter ended  September 30, 1998 was $443,136 or $0.02 per
share  compared  to a loss of $36,642 or $0.00 per share for the  quarter  ended
September 30, 1997 being the start up phase of the Company.

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

                                       -7-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

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

                           PART II. OTHER INFORMATION

None.

                                   SIGNATURES


    In accordance  with the  requirements  of the Exchange  Act, the  registrant
caused this report to be signed by the undersigned, thereunto duly authorized.


                                             SOLPOWER CORPORATION
                                                (Registrant)


Dated: November 23, 1998                    By /s/ Leif Schipper
                                               ---------------------------------
                                                  Leif Schipper, Chief Financial
                                                  Officer and Secretary


                                       -8-