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

                                   FORM 10-QSB
     (MARK ONE)
         [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2001

         [ ]    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
 incorporation or organization)                              Identification No.)


                         4247 West Adams Street, Suite 2
                             Phoenix, Arizona 85009
                    (Address of principal executive offices)


                                 (602) 447-9979
                           (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  32,931,919  shares of common stock,  par value $.01, as of September
30, 2001.

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

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<PAGE>
                              SOLPOWER CORPORATION
                           INDEX TO FORM 10-QSB FILING
                    FOR THE QUARTER ENDED SEPTEMBER 30, 2001
                                TABLE OF CONTENTS

                                     PART I
                              FINANCIAL INFORMATION
                                                                            Page

Item 1. Financial Statements................................................   2
        Consolidated Balance Sheets
          September 30, 2001 (unaudited) and March 31, 2001.................   2
        Consolidated Statements of Operations
          For the Three and Six Months Ended September 30, 2001 (unaudited)
          and 2000 (unaudited)..............................................   3
        Consolidated Statements of Cash Flows
          For the Six Months Ended September 30, 2001 (unaudited)
          and 2000 (unaudited)..............................................   4
        Statement of Stockholders' Equity
          For the six Months Ended September 30, 2001 (unaudited)...........   6
        Notes to the Financial Statements...................................   7

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations...............................................   8

                                     PART II
                                OTHER INFORMATION

Item 2. Changes in Securities...............................................   9

Item 6. Exhibits and Reports on Form 8-K....................................   9

                                   SIGNATURES
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                              SOLPOWER CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                SEPTEMBER 30, 2001 (UNAUDITED) AND MARCH 31, 2001

                                     ASSETS

                                                    September 30     March 31,
                                                        2001           2001
                                                     -----------    -----------
                                                     (Unaudited)
Current Assets:
  Cash and cash equivalents                          $    31,681    $    14,259
  Accounts receivables                                   444,802        375,640
  Accounts receivable - affiliate                         10,288             --
  Tax credit receivable                                    8,764         23,108
  Prepaid expenses                                        39,507         33,341
  Inventory                                              396,570        538,253
                                                     -----------    -----------
          Total Current Assets                           931,612        984,601
                                                     -----------    -----------

Property and equipment, net                              424,741        559,538
                                                     -----------    -----------

Other Assets:
  Marketing licenses, net                              1,808,333      2,098,333
  Formula and customer list, net                          13,903         10,833
  Deferred income tax asset                               68,601         54,838
  Goodwill, net                                          284,299       320,593.
                                                     -----------    -----------
          Total Other Assets                          2,1,75,136      2,484,597
                                                     -----------    -----------

                                                     $ 3,531,489    $ 4,028,736
                                                     ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Bank revolving line                                $    51,699    $   216,917
  Current portion long-term debt                          25,332         42,264
  Accounts payable - trade                               756,705        649,430
                   - related party                        52,485         95,461
  Accrued expenses                                       473,962        289,562
  Customer deposits payable                               90,997         63,336
                                                     -----------    -----------
          Total Current Liabilities                    1,451,180      1,356,970
                                                     -----------    -----------
Long-Term Liabilities:
  Loan payable, net of current portion                   701,020        694,447
  Loans payable to related parties                       400,000        403,379
                                                     -----------    -----------
          Total Long-Term Liabilities                  1,101,020      1,097,826
                                                     -----------    -----------

          Total Liabilities                            2,552,200      2,454,796
                                                     -----------    -----------

Minority interest in subsidiary                           66,104         74,007
                                                     -----------    -----------
Commitments and Contingencies

Stockholders' Equity:
  Preferred stock; $0.001 par value, 5,000,000
    shares authorized; issued and outstanding, none                          --
  Common stock; $0.01 par value, 100,000,000 shares
    authorized; issued and outstanding 32,931,919
    shares and 31,366,064, respectively                  329,320        312,551
  Common stock subscribed                                     --        256,000
  Additional paid-in capital                          10,573,689     10,120,179
  Accumulated Deficit                                 (9,987,823)    (9,182,640)
  Foreign currency translation adjustment                 (2,001)        (6,157)
                                                     -----------    -----------
          Total Stockholders' Equity                     913,185      1,499,933
                                                     -----------    -----------
                                                     $ 3,531,489    $ 4,028,736
                                                     ===========    ===========

                     THE ACCOMPANYING NOTES ARE AN INTEGRAL
                       PART OF THESE FINANCIAL STATEMENTS

                                       2
<PAGE>
                              SOLPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE THREE AND SIX MONTH PERIODS ENDED
               SEPTEMBER 30, 2001 (UNAUDITED) AND 2000 (UNAUDITED)

<TABLE>
<CAPTION>
                                            Three Months Ended               Six Months Ended
                                               September 30,                   September 30,
                                       ----------------------------    ----------------------------
                                           2001            2000            2001            2000
                                       ------------    ------------    ------------    ------------
<S>                                    <C>             <C>             <C>               <C>
Revenues:
  Sales - fuel additive                $    162,538    $     78,093    $    388,857      $ 199,4327
  Sales - refrigerant & cylinders           369,247         113,650       1,366,162         113,650
                                       ------------    ------------    ------------    ------------
     Total Revenues                         531,785         191,743       1,755,019         313,082
                                       ------------    ------------    ------------    ------------

Cost of Sales:
  Fuel additive                             154,353          77,188         306,789         169,722
  Refrigerant & cylinders                   368,812          75,405       1,124,982          75,405
                                       ------------    ------------    ------------    ------------
                                            523,165         152,593       1,431,771         245,127
                                       ------------    ------------    ------------    ------------

Gross Profit (Loss)                           8,620          39,150         323,248          67,955
                                       ------------    ------------    ------------    ------------
Expenses:
  General and administrative                531,781         490,354       1,015,841         878,108
                                       ------------    ------------    ------------    ------------

Operating Income (Loss)                    (523,161)       (451,204)       (692,593)       (810,153)
                                       ------------    ------------    ------------    ------------

Other Income (Expense):
  Interest income                                 5             124               6             357
  Interest expense                          (43,610)      (88,,493)        (134,743)       (103,843)
  Foreign currency transaction gain              --           7,533              --          15,327
  Settlement cost                                --              --              --         (60,000)
                                       ------------    ------------    ------------    ------------

 Total Other Income (Expense)               (43,605)        (80,836)       (134,737)       (148,159)
                                       ------------    ------------    ------------    ------------

Net Loss Before Provision for Income
  Taxes and Minority Interest              (566,766)       (532,040)       (827,330)       (958,312)

Income Taxes                                 54,828              --          14,139              --

Minority Interest                            40,736             349           8,008             349
                                       ------------    ------------    ------------    ------------

Net Loss                               $   (471,202)   $   (531,691)   $   (805,183)   $   (957,963)
                                       ============    ============    ============    ============

Basic Loss Per Share                   $     (0.015)   $      (0.02)   $     (0.025)   $      (0.03)
                                       ============    ============    ============    ============

Weighted Average Number
  of Shares Outstanding                  32,389,555      27,841,321      31,820,116      27,582,588
                                       ============    ============    ============    ============
</TABLE>

                     THE ACCOMPANYING NOTES ARE AN INTEGRAL
                       PART OF THESE FINANCIAL STATEMENTS

                                       3
<PAGE>
                              SOLPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             FOR THE SIX MONTH ENDED
               SEPTEMBER 30,2001 (UNAUDITED) AND 2000 (UNAUDITED)

                                                           Six Months Ended
                                                             September 30,
                                                       ------------------------
                                                          2001          2000
                                                       ----------    ----------
Cash Flows From Operating Activities:
  Net Loss                                             $ (805,183)   $ (957,963)

  Adjustments to reconcile net loss to net cash
  used by Operating activities:
    Depreciation and amortization                         471,847       226,622
    Non-cash transactions                                 101,971       428,908
    Minority interest                                      (8,008)         (349)
    Changes in operating assets and liabilities:
      Accounts receivable - trade                         (69,161)       93,881
                          - related party                 (10,288)      (15,362)
      Tax credit receivable                                14,344           246
      Prepaid expense                                      (6,166)      (36,871)
      Inventory                                           141,683           103
      Bank overdraft                                           --        96,558
      Accounts payable - trade                            107,274      (184,461)
                       - related parties                  (42,976)       48,131
      Accrued expenses                                    184,400      (230,573)
      Customer Deposits                                    27,661       (82,785)
      Deferred income taxes                               (13,763)          (35)
                                                       ----------    ----------
          Net Cash Used by Operating Activities            93,635      (613,950)
                                                       ----------    ----------

Cash Flows from Investing Activities:
  Capital Expenditures                                     (8,450)      (92,582)
  Cash acquired with acquisition                               --        72,819
  Investment in subsidiary                                     --      (508,350)
                                                       ----------    ----------
          Net Cash Used by Investing Activities:           (8,450)
                                                                       (528,113)
                                                       ----------    ----------

Cash Flows from Financing Activities:
  Advances from related parties                                --     1,317,450
  Decrease in revolving line of credit                   (165,218)           --
  Capital stock subscribed                                113,500            --
  Payments on note payable bank                           (12,666)       (7,066)
  Payments to related parties                              (3,379)      (18,265)
                                                       ----------    ----------
          Net Cash Provided by Financing Activities       (67,763)    1,292,119
                                                       ----------    ----------

Increase (decrease) in Cash and Cash Equivalents           17,422       150,056
Cash and Cash Equivalents, Beginning of Period             14,259        34,299
                                                       ----------    ----------

Cash and Cash Equivalents, End of Period               $   31,681    $  184,355
                                                       ==========    ==========

                     THE ACCOMPANYING NOTES ARE AN INTEGRAL
                       PART OF THESE FINANCIAL STATEMENTS

                                       4
<PAGE>
                              SOLPOWER CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             FOR THE SIX MONTH ENDED
               SEPTEMBER 30, 2001 (UNAUDITED) AND 2000 (UNAUDITED)
                                   (CONTINUED)


Supplemental Information:                                    2001         2000
-------------------------                                  --------     --------
Cash Paid For:
  Interest                                                 $  7,143     $  1,179
  Income taxes                                             $  2,191     $     --

Non-cash Investing and Financing:
  Issuance of  common shares for settlement costs          $     --     $ 75,350
  Issuance of  common shares for conversion of debt        $  4,839     $203,500
  Issuance of common shares for equipment                  $  5,040     $ 35,000
  Issuance of warrants pursuant to debt agreements         $ 84,250     $ 80,000
  Amortized discounted loan interest                       $  6,467     $     --
  Issuance of common shares pursuant to stock grant        $  6,650     $     --
  Other                                                    $   (235)    $     --

                     THE ACCOMPANYING NOTES ARE AN INTEGRAL
                       PART OF THESE FINANCIAL STATEMENTS

                                       5
<PAGE>
                              SOLPOWER CORPORATION
                        NOTES TO THE FINANCIAL STATEMENTS
               FOR THE SIX MONTH PERIOD ENDING SEPTEMBER 30, 2001


NOTE 1 - BASIS OF PREPARATION

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and Article 10 of Regulation S-X. These statements do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  The  accompanying
financial  statements  have  not  been  reviewed  by the  Company's  independent
auditors.  The Company anticipates that its auditors will review these financial
statements  and that an amended  Form  10-QSB  will be filed.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
six-month period ended September 30, 2001 are not necessarily  indicative of the
results that may be expected for the year ended March 31,  2002.  The  unaudited
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and footnotes thereto for the year ended March
31, 2001 included in the Company's report on Form 10-KSB.

NOTE 2 - NEW ACCOUNTING PRONOUNCEMENTS

In June 2001 the Financial  Accounting  Standards Board adopted Opinion No. 141,
Business Combinations,  and Opinion No. 142, Goodwill and Other Intangibles. The
pronouncements  provide  for  the  cessation  of the of the  pooling  method  of
accounting  for business  combinations  as well as providing  that  goodwill and
other intangible  assets that have indefinite useful lives will not be amortized
but rather will be tested at least annually for impairment.  The Company has yet
to determine the effect, if any, the adoption of these financial  standards will
have on the financial  statements.  The effective dates for Financial Accounting
Standards Nos. 141 and 142 are July 1, 2001 and for fiscal years beginning after
December 15, 2001, respectively.

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

Except for historical  information  contained herein,  the following  discussion
contains forward-looking  statements that involve risks and uncertainties.  Such
forward-looking statements include, but are not limited to, statements regarding
future events, our plans and expectations, financial projections and performance
and  acceptance  of our  products and  services in the  marketplace.  Our actual
results could differ materially from those discussed herein.  Factors that could
cause or contribute to such differences  include,  but are not limited to, those
discussed elsewhere in this Form 10-QSB or incorporated herein by reference. See
"FACTORS AFFECTING FUTURE PERFORMANCE" below.

The financial  statements included in this Form 10-QSB have not been reviewed by
our  independent  auditor  firm,  as required  under  applicable  SEC rules.  We
anticipate that our independent  auditors will review these financial statements
and that an  amended  Form  10-QSB  will be filed  with the  reviewed  financial
statements.  We have  been  advised  that  until an  amended  Form  10-QSB  with
financial  information that has been reviewed by independent  auditors is filed,
that the SEC does not consider us to have current public  information  available

                                       6
<PAGE>
for purposes of Rule 144(c). Accordingly,  Rule 144, other than Rule 144(k), may
not be relied  upon for sales of our common  stock by persons  holding  any such
shares considered to be "RESTRICTED SECURITIES" under Rule 144.

RESULTS OF OPERATIONS

SIX MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO SIX MONTHS ENDED SEPTEMBER 30,
2000

Revenues for the six months ended September 30, 2001 were $1,755,019 as compared
to  revenues  of $313,082  for the six months  ended  September  30,  2000.  The
increase in revenues resulted primarily from improved fuel additive sales in new
markets of $388,857 and the inclusion of our subsidiary's  refrigerant  sales of
$1,366,162 for the six months ending September 30, 2001.

Cost of sales as a  percentage  of  revenues  increased  from  78.3% for the six
months ended  September 30, 2000 to 81.6% for the six months ended September 30,
2001. This increase is primarily  attributable to the refrigerant sales included
in the six months ended  September 30, 2001 that were only present for one month
in the period ending September 30, 2000.

General  and  administrative  costs were  $1,015,841  for the six  months  ended
September 30, 2001  compared to $878,108 for the six months ended  September 30,
2000.  The increase of $137,733,  or 15.7% is not  indicative of  administrative
cost  reductions  that have been  implemented  but reflects the inclusion of our
subsidiary's  administrative  costs of $264,192 and  amortization of goodwill of
$36,294 for the six months ended  September 30, 2001 and these related cost were
only present for one month in the period ended September 30, 2000.

Interest expense  increased from $103,843 for the six months ended September 30,
2000 to $134,743 for the six months ended  September  30, 2001.  The increase is
comprised of a $84,250 non-cash charge related to our stock placements.

We  experienced  a net loss of $805,183 for the six months ended  September  30,
2001 as compared with a net loss of $957,963 for the six months ended  September
30, 2000.  The 16%  decrease was due to increased  sales and gross margin on our
subsidiary's   sales,   a  reduction  in   administrative   expenses  and  other
administrative cost efficiencies

THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2000

Revenues for the three months ended September 30, 2001 were $531,785 as compared
to revenues of $191,743  for the three  months ended  September  30,  2000.  The
increase in revenues resulted primarily from improved fuel additive sales in new
markets of $162,538 and the inclusion of our subsidiary's  refrigerant  sales of
$369,247 for the three months ending  September 30, 2001 were as only one months
sales were included in the period ended September 30, 2000..

Cost of sales as a  percentage  of revenues  increased  from 79.6% for the three
months ended  September  30, 2000 to 98.4% for the three months ended  September
30,  2001.  This  increase  is  primarily  attributable  to an  increase  in the
refrigerant  cost of sales included in the three months ended September 30, 2001
as compared to the refrigerant  cost of sales present for one month in the three
month period ending September 30, 2000.

General  and  administrative  costs were  $531,781  for the three  months  ended
September 30, 2001 compared to $490,354 for the three months ended September 30,
2000. The increase of $41,427,  or 8.5% is not indicative of administrative cost

                                       7
<PAGE>
reductions that have been implemented.  The general and administrative costs for
the three months ended  September  30, 2001 include three months costs of our of
subsidiary amounting to $133,831 as compared to one months  administration costs
of $37,090 included in the three months ended September 30, 2000.

Interest expense decreased $55,758,  or 51% for the three months ended September
30, 2001 as compared to the three months ended September 30, 2000. This decrease
is due a $80,000 non-cash charge resulting from the Black-Scholes option pricing
model applied to the warrant  issued to PICO  Holdings,  Inc. in the three month
period ended September 30, 2000.

We  experienced a net loss of $471,202 for the three months ended  September 30,
2001  as  compared  with a net  loss of  $531,691  for the  three  months  ended
September  30, 2000.  The 11.4%  decrease  was due to increased  sales and gross
margin on our subsidiary's  sales, a reduction in  administrative  personnel and
other  administrative  efficiencies and a provision for a refund of income taxes
on our subsidiary operations.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2001, we had cash and cash  equivalents  of $31,681 as compared
to $184,355 at September 30, 2000.  Cash provided by operations  was $93,635 for
the six months ending  September  30, 2001, as compared to $613,950  utilized by
operations for the  comparative  prior year period.  The decrease of $707,585 of
cash utilized in operations was primarily  attributable  to increased  sales and
margins on sales.

We  utilized  $8,450  cash in  investing  activities  for the six  months  ended
September  30, 2001 as compared to $528,113 for the six months  ended  September
30, 2001.

Cash flow utilized in financing  activities was $67,763 for the six months ended
September 30, 2001 compared to $1,292,119 of cash flow  generated from financing
activities  during  the six  months  ended  September  30,  2000.  The cash flow
generated  for the three months ended  September  30, 2001 was  attributable  to
advances from related parties.

As we move  towards  break-even  and  profitability  we  anticipate  that future
liquidity  needs for  product  production  and  operations  will be met  through
increased product sales supplemented by equity and debt financings.

FACTORS AFFECTING FUTURE PERFORMANCE

Except for historical  information  contained herein,  this Form 10-QSB contains
express or implied forward-looking  statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities  Exchange Act of
1934.  We intend  that such  forward-looking  statements  be subject to the sale
harbors created thereby. We may make written or oral forward-looking  statements
from  time to time in  filings  with  the  SEC,  in  press  releases,  quarterly
conference calls or otherwise. The words "BELIEVES",  "EXPECTS",  "ANTICIPATES",
"INTENDS", "FORECASTS", "PROJECTS", "PLANS", "ESTIMATES" and similar expressions
identify forward-looking  statements.  Such statements reflect our current views
with respect to future events and financial  performance or operations and speak
only as of the date the statements are made.

Forward-looking  statements  involve  risks and  uncertainties  and  readers are
cautioned not to place undue reliance on forward-looking  statements. Our actual
results  may  differ  materially  from such  statements.  Factors  that cause or
contribute to such differences  include, but are not limited to, those discussed

                                       8
<PAGE>
elsewhere  in this Form 10-Q SB.  Additional  factors are also  discussed in our
most  recent  Form  10-KSB,  including  those in the  Notes to the  Consolidated
Financial Statements and in the "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS" and "DESCRIPTION OF BUSINESS - FACTORS AFFECTING FUTURE PERFORMANCE"
sections of which are incorporated herein by reference.

Although  we  believe  that  the  assumptions   underlying  the  forward-looking
statements are reasonable,  any of the assumptions  could prove  inaccurate and,
therefore,  there can be no  assurance  that the  results  contemplated  in such
forward-looking   statements   will  be   realized.   The   inclusion   of  such
forward-looking  information should not be regarded as a representation that the
future events, plans or expectations contemplated will be achieved. We undertake
no  obligation  to  publicly  update ,  review  or  revise  any  forward-looking
statements  to reflect any change in our  expectations  or any change in events,
conditions or  circumstances on which any such statements are based. Our filings
with the SEC, including our Form 10-KSB referenced above, may be accessed at the
SEC's Web site, www.sec.gov.

                                     PART II
                                OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES

     During the period ended  September 30, 2001, we sold an additional  217,500
units under a private  placement  offering  commenced January 31, 2001. Prior to
June 30, 2001, we had sold 1,350,000 units.  Each unit consisted of one share of
common  stock and a warrant to purchase  one share of stock at $0.20.  Each unit
was sold at $0.20.  The units were  offered in  reliance on the  exemption  from
registration  provided under  Regulation D as  promulgated  under the Securities
Act.

     On August 8, 2001, we issued 19,355  restricted  shares of our common stock
to Renshaw  Travel  Ltd.  for  cancellation  of $4,839 of debt.  The shares were
issued in reliance on the exemption from  registration  provided by Section 4(2)
of the Securities Act.

     On August 28, 2001,  we issued 40,000 shares of our common stock to Stephen
J.  Kraynak  for the  acquisition  of the formula  and  know-how  for the enzyme
product known as petroKLEAN. The shares were issued in reliance on the exemption
from registration provided by Section 4(2) of the Securities Act.

     On August 28, 2001, we issued 50,000 shares of our common stock to James W.
Flowers  pursuant  to a stock  grant made on August 24,  2000.  The shares  were
issued in reliance on the exemption from  registration  provided by Section 4(2)
of the Securities Act.

ITEM 6. EXHIBITS

     10.39     Agreement  for Sale of Formula and  Know-How  between  Stephen J.
               Kraynak and Solpower Corporation dated August 28, 2001.

                                       9
<PAGE>
                                   SIGNATURES

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


                                        SOLPOWER CORPORATION
                                        (Registrant)


Dated: November 21, 2001                By /s/ James H. Hirst
                                           -------------------------------------
                                           James H. Hirst
                                           Chief Executive Officer

                                       10