UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-QSB

(Mark One)

     |X|  Quarterly Report under Section 13 or 15(d) of the Securities  Exchange
          Act of 1934 For the quarter ended September 30, 2004

                                       or

     |_|  Transition Report under Section 13 or 15(d) of the Securities Exchange
          Act of 1934 For the transition period from _______ to _______


                                    000-50532
                                    ---------
                              (Commission File No.)


                           SOLOMON TECHNOLOGIES, INC.
                           --------------------------
        (Exact name of small business issuer as specified in its charter)

<TABLE>
<S><C>                                                                  <C>

                              Delaware                                      52-1812208
                              --------                                      ----------
   (State or other jurisdiction of incorporation or organization)        (I.R.S. Employer
                                                                        Identification No.)


                     1400 L&R Industrial Blvd.
                      Tarpon Springs, Florida                                 34689
                      -----------------------                                 -----
             (Address of principal executive offices)                      (Zip Code)
</TABLE>


                                 (727) 934-8778
                                 --------------
                            Issuer's Telephone Number

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 |_|.

As of October 19, 2004, there were 4,925,378 shares of the issuer's common stock
outstanding.

Transitional Small Business Disclosure Format (check one): Yes |_| No |X|.
<PAGE>
                                      INDEX

<TABLE>
<S>                                                                                    <C>

                                                                                        Page
                                                                                       Number
PART I. FINANCIAL INFORMATION.............................................................3
Item 1. Financial Statements .............................................................3
Balance Sheet at September 30, 2004 (Unaudited)...........................................3
Statements of Operations - Three months and nine months ended September 30, 2004
and 2003 (Unaudited)......................................................................4
Statements of Cash Flows - Nine months ended September 30, 2004 and 2003 (Unaudited) .....5
Notes to Financial Statements (Unaudited).................................................7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations...............................................................................11
Item 3. Controls and Procedures..........................................................13
PART II. OTHER INFORMATION...............................................................14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds......................14
Item 4. Submission of Matters to a Vote of Security Holders..............................14
Item 6. Exhibits ........................................................................15
SIGNATURE PAGE...........................................................................16
</TABLE>

Introductory Comment

Throughout  this quarterly  report on Form 10-QSB,  the terms "we," "us," "our,"
"Solomon"  and "our  company"  refer to Solomon  Technologies,  Inc., a Delaware
corporation,   and,  unless  the  context  indicates  otherwise,   includes  our
wholly-owned subsidiary, Town Creek Industries, Inc.

Forward Looking Statements

In  addition  to  historical   information,   this  quarterly   report  contains
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933,
as amended.  When used in this Quarterly  Report,  the words  "believe,"  "may,"
"should," "expect,"  "anticipate," "plan",  "continue," "estimate," "project" or
"intend" and similar expressions identify  forward-looking  statements regarding
events,  conditions and financial  trends in connection  with our future plan of
operations, business strategy, operating results and financial position. Current
stockholders  and prospective  investors are cautioned that any  forward-looking
statements  are not  guarantees  of  future  performance.  Such  forward-looking
statements by their nature involve substantial risks and uncertainties,  certain
of which are beyond our control,  and actual  results for future  periods  could
differ materially from those discussed in this quarterly report,  depending on a
variety of  important  factors  that  include,  but are not  limited  to,  those
discussed in filings that we make with the  Securities  and Exchange  Commission
and elsewhere in this Report. In particular,  our results may be affected by the
decision of the U.S.  Navy's Office of Naval  Research not proceed with Phase II
of the  project to install  hybrid-electric  drive in the  Navy's  utility  boat
workhorse,  the 7 meter rigid-hull inflatable boat (RHIB). Readers are cautioned
not to place undue reliance on these forward-looking  statements,  which reflect
management's  opinions only as of the date hereof. We undertake no obligation to
revise or publicly release the results of any revision to these  forward-looking
statements.


                                      -2-
<PAGE>
PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

                           Solomon Technologies, Inc.
                           --------------------------

                                  Balance Sheet
                               September 30, 2004
                                   (Unaudited)

                                     Assets


Current Assets:
  Cash                                                        $         174,582
  Accounts receivable                                                    76,627
  Inventory                                                              76,209
  Prepaid expenses                                                       88,464
                                                               -----------------

        Total Current Assets                                            415,882

Other Assets:
  Intangible assets, net                                                534,708
  Property and equipment, net                                            27,897
                                                               -----------------

        Total Assets                                          $         978,487
                                                               =================


                    Liabilities and Stockholders' Deficiency

Current Liabilities:
  Accounts payable                                            $         332,085
  Accrued expenses                                                      152,326
  Accrued payroll and taxes                                             762,764
                                                               -----------------

        Total Current Liabilities                                     1,247,175

Long-Term Liabilities:
  Notes and loans payable                                                76,419
  Mandatorily Redeemable Series A Preferred Stock,
   $.001 par value, 10,000,000 shares authorized,
   2,506,474 shares issued and outstanding                            1,690,267
                                                               -----------------

        Total Liabilities                                             3,013,861
                                                               -----------------

Stockholders' Deficiency:
  Common stock, $.001 par value, 50,000,000 shares
   authorized, 4,912,856 shares issued and outstanding                    4,913
  Additional paid in capital                                         11,593,098
  Accumulated deficit                                               (13,633,385)
                                                               -----------------

        Total Stockholders'  Deficiency                              (2,035,374)
                                                               -----------------

        Total Liabilities and Stockholders' Deficiency        $         978,487
                                                               =================

                        See Notes to Financial Statements



                                      -3-
<PAGE>
                           Solomon Technologies, Inc.
                           --------------------------

                            Statements of Operations
                                   (Unaudited)
<TABLE>
<S>                                     <C>             <C>             <C>             <C>

                                           Three Months Ended              Nine Months Ended
                                        9/30/04         9/30/03         9/30/04         9/30/03
                                        -------         -------         -------         -------

Net Sales                               $  221,884      $  115,136      $  285,589      $  298,507

Cost of Goods Sold                         159,457         104,108         228,400         254,737
                                        -----------     -----------    ------------    ------------

     Gross Margin                           62,427          11,028          57,189          43,770
                                        -----------     -----------    ------------    ------------

Operating Expenses:
  Salaries and benefits                    350,625         459,373         563,361         508,903
  Noncash compensation and
     consulting                                  0               0       1,004,000       1,424,386
  Professional fees                        118,914          92,103         259,730         198,888
  Advertising                               14,810             627          79,230          15,533
  Travel and entertainment                  40,800          27,126          85,619          50,314
  Rent                                      11,705          16,100          35,833          42,500
  Other general and
   administrative                          164,172          70,035         391,685         407,882
                                        -----------     -----------    ------------    ------------

     Total Operating Expenses              701,026         665,364       2,419,458       2,648,406
                                        -----------     -----------    ------------    ------------

     Operating Loss                       (638,599)       (654,336)     (2,362,269)     (2,604,636)
                                        -----------     -----------    ------------    ------------

Other Income (Expenses):
  Interest expense                        (342,401)       (226,345)     (1,937,345)       (259,666)
  Gain on forgiveness of
   debt                                     33,000               0          33,000               0
                                        -----------     -----------    ------------    ------------

     Total Other Expenses                 (309,401)       (226,345)     (1,904,345)       (259,666)
                                        -----------     -----------    ------------    ------------

     Net Loss                           $ (948,000)     $ (880,681)    $(4,266,614)    $(2,864,302)
                                        ===========     ===========    ============    ============


Net Loss available for shareholders     $ (948,000)     $ (880,681)    $(4,266,614)    $(2,864,302)

Net Loss per Share -
  basic and diluted                         $(0.19)         $(0.22)         $(0.88)         $(0.71)

Average shares outstanding -
  basic and diluted                      4,912,856       4,056,126       4,869,976       4,056,126
</TABLE>



                        See Notes to Financial Statements


                                      -4-
<PAGE>
                           Solomon Technologies, Inc.
                           --------------------------

                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<S>                                                                     <C>                     <C>
                                                                                   Nine Months Ended
                                                                              9/30/04                 9/30/03
                                                                        -------------            ------------
Cash Flows from Operating Activities:
Net Loss                                                                $ (4,266,614)           $ (2,864,302)
Adjustments to reconcile net loss to net cash used in operations:
Common stock issued for pay or services                                    1,004,000               1,424,386
Amortization and Depreciation                                                116,315                 110,193
Bad debts                                                                          0                   2,738
Interest recorded, Mandatorily Redeemable Series A Preferred Stock         1,690,267                       0
Interest recorded in connection with conversion of debt                      270,143                 211,743
Capital contribution of unpaid salaries                                            0                 386,846
Changes in Assets (Increase)/Decrease:
  Accounts receivable                                                        (67,963)                (22,206)
  Inventory                                                                  (76,209)                 20,000
  Prepaid expenses                                                           (80,185)                   (921)
  Deposits                                                                         0                  13,226
Changes In Liabilities Increase/(Decrease):
  Accounts payable and accrued expenses                                      (17,960)                (10,430)
  Customer deposits                                                                0                  12,483
  Payroll taxes                                                               93,245                 168,018
                                                                        -------------           -------------

        Net Cash Flow Used in Operating Activities                        (1,334,961)               (548,226)
                                                                        -------------           -------------

Cash Flows from Investing Activities:
Capital expenditures                                                          (9,976)                (24,042)
Expenditures for intangible assets                                                 0                  (6,450)
                                                                        -------------           -------------

        Net Cash Used in Investing Activities                                 (9,976)                (30,492)
                                                                        -------------           -------------

Cash Flows from Financing Activities:
Proceeds from notes and loans payable                                              0                 296,249
Repayment of notes and loans payable                                        (141,966)                 (8,398)
Proceeds from advances from affiliates                                             0                  28,687
Proceeds from sale of common stock and warrants                                    0                 291,836
Proceeds from sale of Mondatorily Redeemable Preferred Stock               1,610,815                       0
                                                                        -------------           -------------

        Net Cash Provided by Financing Activities                          1,468,849                 608,374
                                                                        -------------           -------------

        Net Increase in Cash                                                 123,912                  29,656

Cash - beginning of period                                                    50,670                  64,160
                                                                        -------------           -------------

Cash - end of period                                                    $    174,582            $     93,816
                                                                        =============           ==============
</TABLE>
                        See Notes to Financial Statements


                                      -5-
<PAGE>
<TABLE>
<S>                                                                         <C>                 <C>
Supplemental Disclosure of Cash Flow information:
Cash paid during period for:
   Interest                                                                       $0                  $9,692
   Income Taxes                                                                   $0                      $0

Noncash Investing and Financing Activities:
Conversion of Pinetree Note                                                 $621,474                      $0
Conversion of accrued payroll and expenses into common stock/option         $105,335                $470,000
Conversion of related party advances into common stock                            $0                $100,000
</TABLE>


                        See Notes to Financial Statements


                                      -6-
<PAGE>
Notes to Financial Statements (Unaudited)
-----------------------------------------

Note 1 - Basis of Presentation

Solomon  Technologies,  Inc. (the "Company")  commenced operations on August 22,
1995 and was  incorporated  in the State of Maryland.  The Company  develops and
markets electric propulsion systems for marine applications. Management believes
that  the  Company's   systems  will  have   additional   applications   in  the
transportation, industrial and commercial sectors.

In July  2003,  the  Company  effected  a merger in order to change its state of
incorporation  from Maryland to Delaware.  In connection  with this merger,  the
Company  issued one share of common stock of the Delaware  corporation  for each
two shares of common stock of the Maryland  corporation,  thereby  effecting the
equivalent of a 1-for-2 reverse stock split.  All shares and amount presented in
this report give retroactive affect to this reverse stock split.

As shown in the accompanying  financial  statements,  the Company reported a net
loss of $4,266,614 during the nine months ended September 30, 2004. In addition,
the Company has an accumulated  deficit of $13,633,385 as of September 30, 2004.
There conditions raise substantial doubt about the Company's ability to continue
as a going concern.  Management is in the process of  implementing  its business
plan  and has  begun  to  generate  revenues  through  the  sale  of its  marine
propulsion  systems.  Additionally,  management is actively  seeking  additional
sources of capital,  but no assurance can be made that capital will be available
on  reasonable  terms.  Management  believes  the actions it is taking allow the
Company to continue as a going concern.  The financial statements do not include
any adjustments  that might be necessary if the Company is unable to continue as
a going concern.

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and  pursuant  to the rules  and  regulations  of the  Securities  and  Exchange
Commission  ("SEC").  The  accompanying  financial  statements  for the  interim
periods are unaudited  and reflect all  adjustments  (consisting  only of normal
recurring  adjustments) that are, in the opinion of management,  necessary for a
fair  presentation  of the  financial  position  and  operating  results for the
periods presented. These financial statements should be read in conjunction with
the financial  statements and related  footnotes for the year ended December 31,
2003  contained in the annual report on Form 10-KSB as filed with the Securities
and Exchange  Commission.  The results of  operations  for the nine months ended
September  30, 2004 are not  necessarily  indicative of the results for the full
fiscal year ending December 31, 2004.

Note 2 - May 13, 2004 Financing

On May 13, 2004 the Company completed a new financing,  raising through the sale
of new Preferred shares, net of expenses, $1,470,815 and refinanced the Pinetree
debt of $621,474  including  accrued interest,  and converted  previously issued
Preferred A shares  ("Old  Preferred")  to 140,000  new  Preferred  shares.  The
Company  issued  2,506,474  new  Preferred A shares (the  "Preferred")  that are
convertible to common shares on a one to one basis. The Preferred are redeemable
at the  option of the  holder on or after  April  29,  2007 at $6.00 per  share.
Further, in connection with the offering the new investors received two ten-year
warrants to purchase  common shares at $1.00 per share for each Preferred  share
purchased;  and the holders of the Pinetree  debt  received one warrant for each
share.  The  Preferred  has  preferences  as to  dividends,  the  right to elect
directors,  right to pass on various corporate  activities,  preemptive  rights,
anti-dilution rights and registration rights.

As the Preferred is redeemable at the option of the holder,  it has been treated
as Mandatorily Redeemable Preferred Stock as required under Financial Accounting
Standards  Board  Statement 150 - Accounting for Certain  Financial  Instruments
with  Characteristics of both Liabilities and Equity. Such accounting treats the
Preferred as if it were debt. Further, as the Preferred was issued with warrants
attached the proceeds were allocated between the Preferred and warrants based on
the  estimated  value of the  underlying  instruments  as required by Accounting
Principles  Board Opinion 14 - Accounting for  Convertible  Debt and Debt Issued
with Stock Purchase Warrants.  Further, as the conversion price of the Preferred
of $1.00  per share was less  than the  closing  price of the  common on May 13,
2004,  there is a  "beneficial  conversion"  feature  that is  accounted  for as
required by EITF 98-5 and 00-27.


                                      -7-

<PAGE>
The following is a summary of the transactions:

Proceeds from sale of 1,745,000 Preferred                      $       1,745,000
Expenses relating to the placement                                       274,185
                                                               -----------------

Net proceeds                                                           1,470,815
Proceeds from conversion of Old Preferred                                140,000
Amount due to Pinetree                                                   621,474
                                                               -----------------

Total proceeds                                                 $       2,232,289
                                                               =================


Amount attributed to warrants                                  $       1,044,182
Amount attributed to Preferred                                         1,188,107
                                                               -----------------
Total proceeds                                                 $       2,232,289
                                                               =================

As the intrinsic  value of the  beneficial  conversion  feature of the Preferred
exceeded  the  amount  attributed  to  the  Preferred  and  such  Preferred  was
convertible  immediately,  the  beneficial  conversion  feature was  recorded as
interest  expense  of  $1,188,107  with a  corresponding  credit  to  Additional
Paid-in-Capital.

The Preferred has a total  redemption value of $15,038,844 on or after April 29,
2007,  equal to the  2,506,474  shares of Preferred  times the $6.00  redemption
price. The Preferred is being accreted quarterly, at an imputed interest rate of
88.7% per  annum,  so that the  recorded  amount  on April 29,  2007 will be the
redemption value.  During the five months ended September 30, 2004,  $502,160 of
such accretion was charged to interest expense.

Note 3 - Accrued Payroll and Payroll Taxes

As of September 30, 2004, the Company had accrued and unpaid payroll and payroll
taxes in the amount of approximately $583,000 and accrued interest and penalties
of $180,000 with respect to such taxes.

Note 4 - Stock Options and Warrants

In  April  2004,  the  Company  settled  with  various  employees  to  accept  a
significant  reduction  in the amount of  back-pay  owing to them.  The  Company
reduced the amount by which the Company is  obligated  to pay such  employees by
approximately  $361,000.  As partial consideration for waiving a portion of such
back pay,  the Company  granted  these  employees  stock  options to purchase an
aggregate of 305,335 shares of its common stock. The options,  which are granted
under the Company's 2003 Stock Option Plan, are  exercisable at $1.00-$2.00  per
share and  terminate on April 14, 2009.  In July 2004,  the Company  granted its
officers  and  directors  ten-year  stock  options to purchase an  aggregate  of
300,000  shares of its common  stock with an exercise  price of $0.55 per share.
Additional   compensation  of  approximately   $962,000  has  been  recorded  in
connection with this transaction.

Stock option and warrant  activity for the nine months ended  September 30, 2004
is summarized as follows:

<TABLE>
<S>                                                                             <C>             <C>
                                                                                Number of       Weighted average
                                                                                  Shares         exercise price

Outstanding at December 31, 2003                                                   531,386        $       2.80
Granted                                                                          5,421,809                0.99
Exercised                                                                               --                  --
Expired                                                                                 --                  --

Outstanding at September 30, 2004                                                5,954,195        $       1.16
                                                                                ==========
</TABLE>


                                      -8-
<PAGE>
The  following  table  summarizes  the  Company's  stock  options  and  warrants
outstanding at September 30, 2004:

<TABLE>
<S>                             <C>             <C>             <C>             <C>             <C>

                                Options and warrants                            Options and warrants
                                     outstanding                                      exercisable

Range of exercise price          Number          Weighted        Weighted        Number          Weighted
                                                  average        Average                          average
                                                 remaining    exercise price                     exercise
                                                   life                                            price

$0.33 - 2.00                    5,468,521           9.13            1.03        5,041,474         $ 1.15
 2.00 - 4.00                      485,674           4.86            2.38           26,000           4.00
                                ---------                                       ---------

                                5,954,195                                       5,067,474
                                =========                                       =========
</TABLE>
The following  disclosure is for awards of stock based compensation for the nine
months ended September 30, 2004 and 2003:

<TABLE>
<S>                                                                             <C>            <C>
                                                                                 Nine Months Ended

                                                                                        September 30,
                                                                                    2004           2003

Net loss, as reported                                                           $(4,266,614)   $(2,864,302)
Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards, net of
tax effects                                                                        (122,176)       (10,205)
                                                                                ------------   ------------
Pro forma net loss                                                              $(4,338,790)   $(2,874,507)
                                                                                ============   ============
Loss per share:
Basic and diluted - as reported                                                 $     (0.88)   $     (0.71)
Basic and diluted - pro forma                                                   $     (0.90)   $     (0.71)
</TABLE>

The Company has valued interim stock based  compensations  awards  utilizing the
Black-Scholes options pricing model using the following  assumptions:  risk free
interest rate of 3.37%,  volatility of 0%, an estimated life of three years, and
dividend yield of 0%.

NOTE 5 - Contingencies

In March 2004, Ann Poyas,  the Company's  former chief  operating  officer and a
former director, her husband,  Donald Poyas, the Company's former Vice President
of  Procurement,  and their  son,  Michael  Poyas,  a former  consultant  to the
Company,  brought a lawsuit in the Circuit Court for Charles  County,  Maryland,
alleging  that  they are owed in the  aggregate  approximately  $1,150,000.  The
Company believes that it has good and meritorious defenses against the complaint
and intends to defend it vigorously.

In July 2004, Charles Shannon,  the Company's former Vice President of Sales and
a former  director,  brought a lawsuit  against the Company in the Circuit Court
for Charles County, Maryland, alleging that he is owed approximately $1,000,000.
The  Company  believes  that it has good and  meritorious  defenses  against the
complaint and intends to defend it vigorously.

The Company has  accrued  amounts  that,  in the  opinion of  management,  fully
reflect any liability the Company may have in these lawsuits.

In May 2004,  Donald  James,  the  Company's  former  president,  submitted,  in
writing,  a claim alleging that he is owed unpaid wages.  The Company  disagrees
with the claim and no action has been brought by Mr. James.


                                      -9-
<PAGE>
NOTE 6 - Concentration of Risk

Customers:

The Company's three largest  customers  accounted for  approximately  40% of Net
Sales for the nine months  ended  September  30, 2004 and 88% of total  Accounts
Receivable as of September 30, 2004.

Supplier:

Presently  the Company has one  manufacturer  for a principal  component  of its
marine propulsion  systems.  If the supplier were unable to continue  fulfilling
the Company's orders, it would have a materially adverse effect on the Company's
financial position.

NOTE 7 - Other Events

In July 2004, the Company amended its certificate of  incorporation  to increase
its authorized  common stock to 50 million  shares and its authorized  preferred
stock to 10 million shares.


                                      -10-
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERTIONS

The following  discussion and analysis of our consolidated  financial  condition
and results of operations for the nine months ended  September 30, 2004 and 2003
should  be  read in  conjunction  with  our  consolidated  financial  statements
included elsewhere in this quarterly report.

Overview

We  develop  and sell  electric  propulsion  systems  primarily  for the  marine
industry.  These  systems  utilize our  proprietary  technology,  including  our
patented  Electric Wheel. In addition,  we believe that our technology will have
additional  applications  in  the  transportation,   industrial  and  commercial
sectors. We will continue to target areas for strategic growth.

We have historically  generated limited operating revenues.  We intend to expand
operations through the continued development of OEM accounts, our dealer network
and the  addition  of new  products.  In order  for us to  market  our  existing
products  successfully on a national and international  level, we will likely be
required to  successfully  complete  public or private  offerings  of our equity
securities.  If we are unable to obtain necessary financing,  we will expand our
operations only as cash flow allows.

Our goal is to increase revenue  significantly,  generate enough cash to finance
our operations and growth and,  eventually,  become profitable.  We currently do
not generate  enough cash from operations to continue  operations  indefinitely.
Our ability to continue is dependent on our either raising  significant  capital
or increasing  revenue,  or both. If we are unable to raise significant  capital
and unable to  increase  revenue  significantly,  we will  likely not be able to
generate enough cash to continue operations.  As a result, we would have to seek
alternative  opportunities,  such as  selling  our  assets  or  seeking a merger
partner or other  business  combination;  otherwise  we may  default on our debt
obligations and lose our assets to our creditors.

In May 2004, we completed a private placement of our Series A Preferred Stock, a
mandatorily redeemable, convertible preferred stock, raising gross proceeds from
the offering, before deducting placement agent fees and costs, of $1,745,000.

Our business  plan  requires that we obtain an additional $4 million of capital.
Such  capital  would be used to expand  our  marketing  program  and to meet our
inventory needs. If we are able to acquire such capital,  we believe that we can
increase our revenue over the next two years by  establishing  a stronger  sales
presence to OEMs and by increasing  substantially  the number of retrofit sales.
We would  also use a  portion  of such  additional  capital  to hire  additional
administrative  personnel. We only have seven full-time employees,  many of whom
perform multiple functions within our organization.

We  believe  we  could  also  increase  our  current  gross  margin  of  15%  to
approximately 50% from such additional capital.  Our suppliers offer significant
quantity  discounts that we are currently unable to take advantage of due to the
small number of  purchases  we make at any time.  With  additional  capital,  we
believe we could make larger purchase orders for the quantity  discounts thereby
increasing our gross margin.

Results of Operations

The following  should be read in  conjunction  with our  consolidated  financial
statements  and  the  related  notes  thereto  included  elsewhere  herein.  The
following table sets forth, as a percentage of sales, certain items appearing in
our consolidated statements of operations.


                                      -11-
<PAGE>
<TABLE>
<S>                     <C>             <C>                     <C>             <C>

                        Nine Months Ended September 30,         Three Months Ended September 30,

                          2004           2003                        2004            2003

Net Sales                 100%           100%                        100%            100%

Cost of Sales              80%            85%                         72%             90%

Gross Profit               20%            15%                         28%             10%

Total Operating Expense   847%           887%                        316%            578%

Loss from Operations      827%           873%                        288%            568%

Interest Expense          678%            87%                        154%            197%

Net Loss                1,494%           960%                        427%            765%
</TABLE>

For the nine months ended September 30, 2004, we generated  revenues of $285,559
compared to $298,507 for the comparable  period in 2003.  Cost of goods sold for
the nine months ended September 30, 2004 was $288,400  generating a gross profit
of $57,189.  Cost of goods sold for the nine months ended September 30, 2003 was
$254,737  generating  a gross  profit of  $43,770.  For the three  months  ended
September  30, 2004,  we generated  revenues of $221,884 as compared to $115,136
for the comparable period in 2003. Cost of goods sold for the three months ended
September  30, 2004 was $159,457  generating  gross  profit of $62,427.  Cost of
goods sold for the three months ended September 30, 2003 was $104,108 generating
gross profit of $11,028.  The  increase in working  capital  resulting  from our
private  placement of Series A Preferred  Stock in the second  quarter  provided
sufficient  cash for us to meet customer  demands,  which  resulted in the third
quarter revenue increase.

Operating  expenses for the nine months ended September 30, 2004 were $2,419,458
compared to $2,648,406 for the nine months ended September 30, 2003, and for the
three months ended September 30, 2004 were $701,026 compared to $665,364 for the
three  months ended  September  30, 2003.  This  increase was due to  additional
expenses  incurred for  liability  insurance  premiums and  increased  costs for
professional and director fees.

Non-cash  compensation  for  the  nine  months  ended  September  30,  2004  was
$1,004,000  as compared to  $1,424,386  for the nine months ended  September 30,
2003.  Non-cash  compensation  was zero for the three months ended September 30,
2004 and  2003.  Non-cash  compensation  consists  of  common  stock  issued  to
consultants and employees for services  rendered.  Salaries and benefits for the
nine months ended September 30, 2004 were $563,361  compared to $508,903 for the
nine months ended  September  30, 2003.  This  increase was due to our employees
accruing unpaid wages in the first quarter of 2004.

We incurred  interest  expense of $1,937,345 for the nine months ended September
30, 2004 and $342,401 for the three months ended  September 30, 2004 relating to
our various  financings.  Most of the increase was due to $1,690,267 in interest
expense  from  recognizing  additional  interest  related to the issuance of our
Series A Preferred  Stock.  Interest  expense was  $259,666  for the nine months
ended  September 30, 2003 and $226,345 for the three months ended  September 30,
2003.

Because of the mandatory  redemption feature of our Series A Preferred Stock and
the  significant  premium  of six times the face  value of the  preferred  stock
payable when redeemed in April 2007, we anticipate  accruing interest expense on
our outstanding  Series A Preferred Stock of approximately  $14 million over the
next three years.  This interest expense will not provide us with any income tax
benefit.  Please  see  Note  2 to our  financial  statements  accompanying  this
quarterly report.


                                      -12-
<PAGE>
We had a net loss of  $4,266,614  for the nine months ended  September  30, 2004
compared to a net loss of  $2,864,302  for the nine months ended  September  30,
2003. We had a per-share  loss of $0.88 for the nine months ended  September 30,
2004 and $0.71 for the nine months ended September 30, 2003.

We  reported  a net  loss for the  three  months  ended  September  30,  2003 of
$880,681.  Our net  loss for the  three  months  ended  September  30,  2004 was
$948,000.  We had a per-share loss of $0.19 for the three months ended September
30, 2004 and $0.22 for the three months ended September 30, 2003.

Liquidity and Capital Resources

Our  available  cash balance at September 30, 2004 was $174,582 and was $175,978
at October 7, 2004.  During the nine months ended  September 30, 2004, we raised
an aggregate of approximately $1.8 million, before expenses, through the sale of
our Series A Preferred Stock. In addition, we issued the same class of preferred
stock as payment of approximately $621,000 of outstanding secured debt.

During the nine months ended  September 30, 2004, we used net cash of $1,334,961
for operations.  This consisted of a net loss of $4,266,614  offset primarily by
non-cash  expenses of $1,004,000  for non-cash  compensation  and $1,690,267 for
interest on our Series A Preferred Stock.

There are  presently  no plans to  purchase a new  facility or  significant  new
equipment.

Off-Balance Sheet Arrangements

Our agreement with Homewood Products  Corporation,  the supplier of our electric
motors  ("Homewood"),  requires  that we purchase at least 100  electric  motors
during 2004.  If we do not complete  such  purchase,  we must pay Homewood on or
before  January 1, 2005 an amount  equal to the average  purchase  price for all
motors actually  purchased by us multiplied by the motors not purchased by us up
to 100.  For  example,  if the  average  purchase  price of the motors  actually
purchased by us was $8,000,  and we  purchased  only 75 motors  during 2004,  we
would owe Homewood $200,000. We have not purchased 100 motors yet, and we cannot
determine whether we will meet this minimum requirement.  As of October 7, 2004,
we have purchased 21 electric motors from Homewood.

Except as set forth above, we have no off-balance  sheet  arrangements that have
or are reasonably likely to have a current or future material effect on us.

ITEM 3. Controls and Procedures

As of the end of the period  covered by this  report,  our company  conducted an
evaluation,  under the supervision and with the  participation  of our president
and chief  financial  officer,  of our  disclosure  controls and  procedures (as
defined in Rules  13a-15(e) of the  Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act")).  Based on this  evaluation,  our  president  and  chief
financial  officer  concluded  that  our  company's   disclosure   controls  and
procedures are effective to ensure that information  required to be disclosed by
us in  reports  that we file or  submit  under  the  Exchange  Act is  recorded,
processed,  summarized  and  reported  within  the  time  periods  specified  in
Securities and Exchange Commission rules and forms.

There  was no  change  in our  internal  controls,  which  are  included  within
disclosure  controls and procedures,  during our most recently  completed fiscal
quarter that has  materially  affected,  or is  reasonably  likely to materially
affect, our internal controls.


                                      -13-
<PAGE>
PART II. OTHER INFORMATION

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)  Unregistered Sales of Equity Securities

On July 21,  2004,  our board of directors  authorized  the grant of options for
25,000  shares of our common  stock under our 2003 Stock  Option Plan to each of
our four  non-employee  directors as partial  compensation for their services in
2004.  We issued these  options on October 20, 2004.  The options were vested in
full upon grant,  have a ten year term and are  exercisable  at a price of $0.55
per share, the market value of our common stock on the date of grant.

Also on July 21, 2004,  our board of directors  authorized  the grant of options
for 100,000  shares of our common stock under the 2003 Stock Option Plan to each
of Peter W.  DeVecchis,  Jr.,  our  President,  and David E.  Tether,  our Chief
Technology  Officer.  We issued these  options on October 20, 2004.  The options
have a ten year term and are exercisable at a price of $0.55 per share.  Vesting
of  the  options  is  contingent  on the  satisfaction  of  certain  performance
criteria.

All of the foregoing options were issued to pursuant to the exemptions  provided
by Rule 506 of Regulation D and Section 4(2) of the  Securities  Act of 1933, as
amended.  The  options  were  issued  privately  to  persons  who  qualified  as
accredited investors under Rule 501(a)(4) of Regulation D.

ITEM 4. Submission of Matters to a Vote of Security Holders

The 2004  Annual  Meeting  of  Stockholders  was held at the  Hyatt  Regency  in
Baltimore,  Maryland, on Wednesday,  July 21, 2004. The proposals brought before
the stockholders were:

o    Election  of two members to our Board of  Directors  to serve as our Common
     Stockholder Directors until the 2005 Annual Meeting of Stockholders;

o    Election of three  members to our Board of Directors to serve as our Series
     A  Preferred  Stockholder  Directors  until  the  2005  Annual  Meeting  of
     Stockholders;

o    Ratification of our 2003 Stock Option Plan; and

o    Approval of an amendment to our  Certificate of  Incorporation  to increase
     our  authorized  common  stock  to 50  million  shares  and our  authorized
     preferred stock to 10 million shares.

The total number of shares of common  stock  entitled to vote at the meeting was
4,925,378 and the total number of shares of Series A Preferred Stock entitled to
vote at the meeting was 2,506,474.

As a result of the votes cast by the holders of our common  stock,  as described
below,  both Common  Stockholder  Directors  nominated were elected for one year
terms to expire at the 2005 Annual Meeting of Stockholders:

        Name                       For          Withhold
        David E. Tether         2,482,658        309,904
        David Lindahl           2,767,405         25,157

As a result of the votes cast by the holders of our Series A Preferred Stock, as
described below, all three Series A Preferred  Stockholder  Directors  nominated
were  elected  for one  year  terms to  expire  at the 2005  Annual  Meeting  of
Stockholders:

        Name                       For          Withhold
        Gary M. Laskowski       2,506,474           0
        Michael D'Amelio        2,506,474           0
        Jonathan D. Betts       2,506,474           0


                                      -14-
<PAGE>
As a result of the votes cast, as described  below, by the holders of our common
stock and the holders of our Series A Preferred Stock, on an as converted basis,
Proposal 2 - Ratify our 2003 Stock Option Plan - was approved.


                For             Against        Abstain
             4,987,295          310,491         1,250

As a result of the votes cast, as described  below, by the holders of our common
stock and the holders of our Series A Preferred Stock, on an as converted basis,
Proposal 3 - Approval of an amendment to our  Certificate  of  Incorporation  to
increase our  authorized  common stock to 50 million  shares and our  authorized
preferred stock to 10 million shares - was approved. The holders of our Series A
Preferred Stock, voting separately as a class, unanimously approved Proposal 3.

           For          Against        Abstain       Not Voted
        4,984,916       312,867         1,250           3

No other business was brought before the Annual Meeting.

ITEM 6. Exhibits

Exhibit No.     Description
31.1            Section 302 Certification - President
31.2            Section 302 Certification - Chief Financial Officer
32.1            Section 906 Certification - President
32.2            Section 906 Certification - Chief Financial Officer


                                      -15-
<PAGE>
SIGNATURES

In  accordance  with Section 13 or 15(d) of the  Securities  and Exchange Act of
1934, as amended,  Solomon Technologies,  Inc. has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

Dated  October 20, 2004

SOLOMON TECHNOLOGIES, INC.

By      /s/ Peter W. DeVecchis, Jr.
        -----------------------------------------
        President
        (principal executive officer)

By      /s/ Samuel F. Occhipinti
        -----------------------------------------
        Samuel F. Occhipinti
        Chief Financial Officer
        (principal financial and accounting officer)


                                      -16-