**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
      quarterly period ended September 30, 2005





or





o  Transition
      Report under Section 13 or 15(d) of the Securities Exchange Act of 1934





For
      the
      transition period from _______ to _______





Commission
      file number: 000-50532




**SOLOMON TECHNOLOGIES, I****NC.**(Exact
                name of small business issuer as
                specified in its charter)**Delaware**
            
            
            
            **52-1812208**(State
                or other jurisdictionof incorporation or organization)
            
            
            
            (I.R.S.
                EmployerIdentification
                No.)**1400
                L&R Industrial Blvd.****Tarpon
                Springs, Florida 34689**(Address
                of principal executive
                offices)**(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 o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No x





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: As of November 9, 2005, there were 7,798,606
      shares of common stock outstanding.





Transitional
      Small Business Disclosure Format (check one): Yes o No x .










**INDEX**


**Page
                      Number****PART
                      I. FINANCIAL INFORMATION**
                  3Item
                      1. Financial Statements
                  3Balance
                      Sheet at September 30, 2005 (Unaudited)
                  3Statements
                      of Operations - Three months and nine months ended September
                      30, 2005 and
                      2004 (Unaudited)
                  4Statements
                      of Cash Flows - Nine months ended September 30, 2005 and 2004
                      (Unaudited)
                  5Notes
                      to Financial Statements (Unaudited)
                  7Item
                      2. Management’s Discussion and Analysis of Financial Condition and Results
                      of Operations
                  10Item
                      3. Controls and Procedures
                  14**PART
                      II. OTHER INFORMATION**
                  15Item
                      1. Legal Proceedings
                  15Item
                      2. Unregistered Sales of Equity Securities and Use of
                      Proceeds
                  15Item
                      4. Submission of Matters to a Vote of Security Holders
                  15Item
                      6. Exhibits
                  17**SIGNATURE
                      PAGE**
                  18




**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.





2





**PART
      1**




**ITEM 1. 
        **FINANCIAL
        INFORMATION****




SOLOMON
      TECHNOLOGIES, INC.


BALANCE
      SHEET


SEPTEMBER
      30, 2005


(UNAUDITED)





**Assets:**Cash
            
            $
            34,642Inventory
            
            
            53,084Prepaid
                expenses
            
            
            2,546Total
                current assets
            
            
            90,272Intangible
                assets, net
            
            
            405,246Property
                and equipment, net
            
            
            9,582Total
                assets
            
            $
            505,100**Liabilities
                and Deficiency in Assets****Current
                Liabilities:**Notes
                payable
            
            $
            54,985Notes
                payable to related parties
            
            
            750,000Accounts
                payable
            
            
            209,871Accrued
                expenses
            
            
            213,252Accrued
                payroll and payroll taxes
            
            
            282,304Total
                current liabilities
            
            
            1,510,412**Redeemable
                Series A preferred stock:**Designated
                7,000,000 shares; 3,071,474 shares issued and outstanding; redemption
              value
                at April 29, 2007 of $19,134,430
            
            
            4,934,646Total
                liabilities
            
            
            6,445,058**Deficiency
                in Assets:**Series
                B Convertible Preferred Stock: designated 850,000 shares;
                272,374
              shares
                issued and outstanding
            
            
            272,374Common
                Stock: $.001 par value; 50,000,000 shares authorized; 7,786,106
              shares
                issued and outstanding
            
            
            7,786Additional
                paid-in capital
            
            
            14,383,052Accumulated
                deficit
            
            
            (20,603,170
            )Deficiency
                in assets
            
            
            (5,939,958
            )Total
                liabilities and deficiency in assets
            
            $
            505,100




See
      accompanying notes.




3





SOLOMON
      TECHNOLOGIES, INC.


STATEMENTS
      OF OPERATIONS


(UNAUDITED)




**Three
                      Months****Ended
                      September 30,**
                  
                  **Nine
                      Months****Ended
                      September 30,****2005**
                  
                  **2004**
                  
                  **2005**
                  
                  **2004****Net
                      Sales**
                  
                  $
                  3,674
                  
                  $
                  221,884
                  
                  $
                  66,747
                  
                  $
                  285,589**Cost
                      of Goods Sold**
                  
                  
                  994
                  
                  
                  159,457
                  
                  
                  81,165
                  
                  
                  228,400**Gross
                      Margin**
                  
                  
                  2,680
                  
                  
                  62,427
                  
                  
                  (14,418
                  )
                  
                  57,189**Operating
                      Expenses**Salaries
                      and benefits
                  
                  
                  96,764
                  
                  
                  350,625
                  
                  
                  348,865
                  
                  
                  563,361Noncash
                      compensation
                  
                  
                  78,464
                  
                  
                  0
                  
                  
                  651,525
                  
                  
                  1,004,000Professional
                      fees
                  
                  
                  260,368
                  
                  
                  118,914
                  
                  
                  650,207
                  
                  
                  259,730Advertising
                  
                  
                  420
                  
                  
                  14,810
                  
                  
                  14,001
                  
                  
                  79,230Travel
                      and entertainment
                  
                  
                  10,823
                  
                  
                  40,800
                  
                  
                  88,793
                  
                  
                  85,619Rent
                  
                  
                  11,723
                  
                  
                  11,705
                  
                  
                  28,076
                  
                  
                  35,833Other
                      general and administrative
                  
                  
                  102,056
                  
                  
                  164,172
                  
                  
                  600,308
                  
                  
                  391,683**Total
                      Operating Expenses**
                  
                  
                  560,618
                  
                  
                  701,026
                  
                  
                  2,381,775
                  
                  
                  2,419,456**Operating
                      Loss**
                  
                  
                  (557,938
                  )
                  
                  (638,599
                  )
                  
                  (2,396,193
                  )
                  
                  (2,362,267
                  )Interest
                      expense
                  
                  
                  (986,225
                  )
                  
                  (342,401
                  )
                  
                  (2,441,810
                  )
                  
                  (1,937,345
                  )Gain
                      (loss) on extinguishment of debt
                  
                  
                  —
                  
                  
                  33,000
                  
                  
                  (39,924
                  )
                  
                  33,000**Net
                      Loss**
                  
                  $
                  (1,544,163
                  )
                  $
                  (948,000
                  )
                  $
                  (4,877,927
                  )
                  $
                  (4,266,612
                  )Net
                      loss per share
                  
                  $
                  (0.21
                  )
                  $
                  (0.19
                  )
                  $
                  (0.79
                  )
                  $
                  (0.88
                  )Weighted
                      average shares outstanding
                  
                  
                  7,396,745
                  
                  
                  4,912,856
                  
                  
                  6,203,034
                  
                  
                  4,869,976







See
      accompanying notes.





4





SOLOMON
      TECHNOLOGIES, INC.


STATEMENTS
      OF CASH FLOWS


(UNAUDITED)




**For
                  The Nine Months Ended****September
                  30,****2005**
              
              **2004****Operating
                  Activities**Net
                  loss
              
              $
              (4,877,927
              )
              $
              (4,266,614
              )Adjustments
                  to reconcile net loss to net cash used in operationsCommon
                  stock issued in lieu of cash for salaries and services
              
              
              888,861
              
              
              1,004,000Amortization
                  and depreciation
              
              
              71,797
              
              
              116,315Accretion
              
              
              2,413,703
              
              
              1,690,267(Gain)
                  loss on extinguishment of debt
              
              
              39,924
              
              
              (33,000
              )Interest
                  recorded in connection with conversion of debt
              
              
              —
              
              
              303,143Loss
                  on sale of equipment
              
              
              371
              
              
              —Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              433
              
              
              (67,963
              )Inventory
              
              
              7,033
              
              
              (76,209
              )Other
                  assets
              
              
              37,474
              
              
              (80,185
              )Accounts
                  payable and accrued expenses
              
              
              471,555
              
              
              (17,960
              )Accrued
                  payroll and payroll taxes
              
              
              (17,914
              )
              
              93,245Net
                  cash used by operating activities
              
              
              (964,690
              )
              
              (1,334,961
              )**Investing
                  Activities**Purchase
                  of equipment
              
              
              (685
              )
              
              (9,976
              )Proceeds
                  from sale of equipment
              
              
              10,500
              
              
              —Net
                  cash provided (used) by investing activities
              
              
              9,815
              
              
              (9,976
              )**Financing
                  Activities**Proceeds
                  from issuance of notes payable to related parties
              
              
              750,000
              
              
              —Repayment
                  of notes and loans payable
              
              
              (9,507
              )
              
              (141,966
              )Proceeds
                  from the sale of redeemable Series A preferred stock
              
              
              —
              
              
              1,610,815**Net
                  cash provided by financing activities**
              
              
              740,493
              
              
              1,468,849**Change
                  in cash and cash equivalents**
              
              
              (214,382
              )
              
              123,912**Cash
                  at beginning of period**
              
              
              249,024
              
              
              50,670**Cash
                  at end of period**
              
              $
              34,642
              
              $
              174,582Supplemental
                  Disclosure of Cash Flow information:Noncash
                  investing and financing activities:Settlement
                  of accounts payable with Series B preferred stock
              
              $
              518,016
              
              $
              —Settlement
                  of accrued expenses with common stock
              
              $
              385,314
              
              $
              105,335Conversion
                  of note payable to Series A preferred stock
              
              $
              —
              
              $
              621,474







See
      accompanying notes.




5




**Notes
      to Financial Statements (unaudited)**





**NOTE
      1 - BASIS OF PRESENTATION**





Solomon
      Technologies, Inc. (“STI” or 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.





The
      accompanying unaudited condensed financial statements have been prepared in
      accordance with U.S. 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. They reflect all adjustments
      (consisting only of normal recurring adjustments) which are, in the opinion
      of
      management, necessary for a fair presentation. These financial statements should
      be read in conjunction with the financial statements and related notes for
      the
      year ended December 31, 2004 contained in the annual report on Form 10-KSB
      as
      filed with the SEC. Operating results for interim periods are not necessarily
      indicative of the results for the full year.





**NOTE
      2 - ACCRUED PAYROLL AND PAYROLL TAXES**





As
      of
      September 30, 2005, the Company had accrued payroll and unpaid payroll taxes
      of
      approximately $65,000 and accrued interest and penalties of $180,000 with
      respect to such taxes. The Company has received notice of delinquency from
      the
      U.S. Internal Revenue Service and believes that such notice could severely
      impact its operations or cause the Company to cease operations.





**NOTE
      3 - NOTES PAYABLE**





On
      March
      5, 2005 and April 5, 2005, the Company borrowed a total of $50,000 from
      Woodlaken LLC (“Woodlaken”). The notes bear interest at 12% per annum, mature
      (as amended) on December 1, 2005 and are secured by a lien on all of the
      Company’s assets. Woodlaken is managed by Gary Laskowski, the Company’s Chairman
      of the Board, and Jonathan Betts, a director. Woodlaken holds 150,000 shares
      of
      redeemable Series A preferred stock and warrants to acquire 300,000 shares
      of
      common stock. Woodlaken also holds an irrevocable proxy to vote all of the
      outstanding shares of redeemable Series A preferred stock.





On
      March
      16, 2005, April 18, 2005, July 8, 2005, August 18, 2005 and September 15, 2005
      the Company borrowed a total of $550,000 from Jezebel Management Corporation
      (“Jezebel”). The notes bear interest at 12% per annum, mature (as amended) on
      December 1, 2005 and are secured by a lien on all of the Company’s assets. The
      president of Jezebel is Michael D’Amelio, a director of the Company. Jezebel
      holds 250,000 shares of redeemable Series A preferred stock and warrants to
      acquire 500,000 shares of common stock.





On
      March
      31, 2005, the Company borrowed $50,000 from Pinetree (Barbados), Inc
      (“Pinetree”). The note, which is dated April 1, 2005, bears interest at 12%,
      matures (as amended) on December 1, 2005 and is secured by a lien on all of
      the
      Company’s assets. Pinetree (Barbados) Inc. holds 1,171,474 of shares of
      redeemable Series A preferred stock and holds warrants to acquire 1,171,474
      shares of common stock.





On
      May
      25, 2005 the Company borrowed $100,000 from the Coady Family LLC (“Coady”). The
      note bears interest at 12% per annum, matures (as amended) on December 1, 2005
      and is secured by a lien on all of the Company’s assets. Coady holds 200,000
      shares of series A preferred stock and a warrant to acquire 400,000 shares
      of
      common stock.





**NOTE
      4 - STOCK COMPENSATION**





The
      Company has a stock option plan for key employees, directors and consultants.
      All option grants are approved by the Board of Directors, which determines
      the
      number of options, the exercise price and the vesting period. Options granted
      under the plan have exercise prices of not less than the fair market value
      of
      the common stock on the grant date. The Company accounts for stock option grants
      in accordance with APB Opinion No. 25, *Accounting
      for Stock Issued to Employees* ,
      and,
      accordingly, recognizes no compensation expense for the stock option grants.
      Therefore, the Company has elected the disclosure provisions only of FASB
      Statement No. 123, " *Accounting
      for Stock-Based Compensation* ".





6




For
      the
      purpose of pro forma disclosures, the estimated fair value of the stock options
      is expensed ratably over the vesting period. As of December 31, 2004 and 2003,
      all outstanding options and warrants were fully vested and exercisable. No
      options or warrants were issued for the periods ended September 30, 2005 and
      2004. As such, there would have been no additional compensation expense had
      the
      Company applied the fair value recognition provisions of SFAS No. 123 for the
      three and nine month periods ended September 30, 2005 and 2004.





In
      December 2004, the FASB issued a revised standard, SFAS No. 123R, "Share-Based
      Payment". SFAS No. 123R requires that a public entity measure the cost of equity
      based service awards based on the grant-date fair value of the award. That
      cost
      will be recognized over the period during which an employee is required to
      provide service in exchange for the award or the vesting period. No compensation
      cost is recognized for equity instruments for which employees do not render
      the
      requisite service. A public entity will initially measure the cost of liability
      based service awards based on current fair value. The fair value of those awards
      will be re-measured subsequently at each reporting date through the settlement
      date. Changes in fair value during the requisite period will be recognized
      as
      compensation cost over that period. Under a rule adopted by the SEC on April
      14,
      2005, the Company is allowed to implement SFAS No. 123R for its fiscal year
      beginning January 1, 2006. The Company has not yet attempted to evaluate the
      likely effects on its financial statements.





**NOTE
      5 - ISSUANCES OF CAPITAL STOCK**





During
      the nine month period ended September 30, 2005, holders exercised 475,000
      warrants in cashless transactions. In connection therewith, the Company issued
      303,689 shares of common stock. Also in 2005, the Company completed a prior
      year
      transaction by exchanging 80,000 shares of common stock for 80,000 stock
      options.





As
      of
      September 30, 2005, there were 567,835 outstanding options with a weighted
      average exercise price of $1.29 per share and 5,941,894 outstanding warrants
      with a weighed average exercise price of $1.10 per share .





In
      January 2005, a preferred stockholder converted 50,000 shares of redeemable
      Series A preferred stock to 50,000 shares of common stock. In connection with
      this transaction, the Company recorded a $39,924 loss on extinguishment of
      debt
      which represented the difference between the carrying value of the preferred
      stock and the fair value of the common stock issued on the date of the
      transaction.





In
      May
      2004, the Company entered into an employment agreement with its president that
      provides for the grant of 100,000 shares of restricted common stock. The
      restricted shares vest ratably over five years of service. The Company
      recognizes compensation expense over the vesting period. In May 2005, the
      Company issued 20,000 vested shares of common stock to the president in
      accordance with the employment agreement.





On
      April
      4, 2005, the Company issued 50,000 shares of common stock in consideration
      for
      past services.





On
      May
      18, 2005, the Company issued and sold an aggregate of 330,000 shares of common
      stock to Charles Shannon and Mr. Shannon’s counsel, Mark Hardcastle. Mr.
      Shannon, the Company’s former Vice President of Sales and a former director, had
      brought a lawsuit against the Company in Circuit Court for Charles County,
      Maryland, alleging that he was owed approximately $2,000,000. The shares were
      issued in settlement of this claim.





On
      May
      25, 2005, the Company granted an aggregate of 450,000 shares of common stock
      to
      the Company’s President, Peter DeVecchis, Jr., its Chief Financial Officer, Sam
      Occhipinti, and its directors, Jonathan Betts, Michael D’Amelio and Gary
      Laskowski. These shares of common stock were granted in partial consideration
      for each person’s past contributions to the Company and to encourage their
      continued service to the Company.





On
      May
      26, 2005, the Company issued an aggregate of 775,000 shares of common stock
      to
      Anita Ann Poyas, Donald H. Poyas, Michael V. Poyas and Mark J.Hardcastle,
      counsel to Anita, Donald and Michael Poyas. Anita Poyas, the Company’s former
      chief executive officer and a former director, Donald Poyas, the Company’s
      former vice president of procurement and Michael Poyas, a former consultant
      to
      the Company, brought a lawsuit against the Company alleging they were owed
      in
      the aggregate approximately $3,000,000. The shares were issued in settlement
      of
      this claim. The Company recorded additional expense of approximately $293,000
      relating to this matter in 2005.




7




On
      May
      26, 2005, The Company issued an aggregate of 105,000 shares of common stock
      to
      James T. Kirk, John R. Mikach and Barry DeGroot, designess of Homewood Products
      Corporation, in settlement of amounts owed by the Company to Homewood pursuant
      to a manufacturing agreement between the Company and Homewood dated August
      25,
      2003.





On
      June
      2, 2005, the Company issued 7,800 shares of common stock to Robert Kaper and
      10,000 shares of common stock to Investor Awareness, Inc. These shares were
      issued in settlement of indebtedness arising from services rendered to the
      Company by Mr. Kaper and Investor Awareness, Inc.





On
      June
      27, 2005, the Company issued 15,000 shares of common stock to Hugh Murray.
      These
      shares were issued in settlement of indebtedness from services rendered to
      the
      Company by Mr. Murray.





In
      the
      aggregate, 15,162 shares of common stock were also issued during the six months
      ended June 30, 2005 for prior services.





On
      August
      5, 2005, the Company issued and sold 200,000 shares of Series B preferred stock
      to Davis & Gilbert LLP, the Company’s outside counsel (“D&G”). These
      shares were issued in settlement of $200,000 of indebtedness arising from
      services rendered to the Company by D&G. Each share of the Company’s Series
      B preferred stock may be converted at any time, at the option of the holder,
      into the number of fully paid and non-assessable shares of common stock
      determined by multiplying the number of shares of Series B preferred stock
      being
      converted by the quotient obtained by dividing (x) the stated value per share
      of
      Series B preferred stock by (y) the current market price of the common stock.
      The stated value of the Series B preferred stock is $1.00 per share. D&G is
      not entitled to convert shares of Series B preferred stock into common stock
      if
      as a result of such conversion D&G would own 5% or more of the Company's
      outstanding common stock. On August 19, 2005, D&G converted 24,150 shares of
      Series B preferred stock and received 50,000 shares of common stock. On
      September 9, 2005, D&G converted an additional 121,492 shares of Series B
      preferred stock and received 325,716 shares of common stock.





On
      August
      8, 2005, the Company granted 125,000 shares of common stock to its director
      Jonathan Betts. These shares of common stock were granted in partial
      consideration for Mr. Bett’s past contributions to the Company and to encourage
      his continued service to the Company.





On
      August
      9, 2005, the Company issued and sold 318,016 shares of Series B preferred stock
      to Medusa Management LLC. Medusa was assigned $318,016 of indebtedness of the
      Company from certain vendors of the Company. These shares were issued in
      settlement of that indebtedness. On August 22, 2005, Medusa converted 100,000
      shares of Series B preferred stock and received 213,129 shares of common
      stock.





On
      August
      9, 2005, the Company granted 1,754 shares of common stock to its former director
      David Lindahl. These shares of common stock were granted in lieu of money owed
      for Mr. Lindahl’s attendance at a Board of Directors’s meeting of the Company.





On
      September 14, 2005, the Company granted an aggregate of 26,000 shares of common
      stock to three employees and one consultant of the Company. These shares were
      issued in recognition of each person’s service to the Company.





None
      of
      the shares referred to above were issued for cash. Expense of $888,861
      (including $651,525 of noncash compensation) related thereto was recognized
      during the nine months ended September 30, 2005, including $78,464 during the
      three months then ended. Expense was based on the fair value of the shares
      issued.





**NOTE
      6 - CONCENTRATION OF RISK**





Customers:





One
      customer accounted for 100% of sales for the three months ended September 30,
      2005. Two customers accounted for 48% and 23%, respectively, of sales for the
      nine months ended September 30, 2005.





8




Supplier:





Presently
      the Company has one manufacturer for a principal component of its marine
      propulsion systems. If the supplier were to become unwilling or unable to
      continue fulfilling the Company’s orders, it could have a material adverse
      effect on the Company’s operations.





**NOTE
      7 - SUBSEQUENT EVENTS**





On
      October 26, 2005 the Board of Directors by unanimous consent authorized and
      directed the Company to prepare, and to issue and sell to Woodlaken, Jezebel,
      Pinetree, Coady and others, additional promissory notes in an aggregate
      principal amount of up to an additional $500,000 over and above the existing
      $750,000 of Notes, and to add the purchasers of such additional notes as
      additional secured parties under the security agreement whereby the existing
      notes are secured by all of the assets of the Company.





On
      October 26, 2005, the Company and Woodlaken, Jezebel, Pinetree and Coady entered
      into an agreement to amend the promissory notes in the aggregate principal
      amount of $750,000 issued by the Company to Woodlaken, Jezebel, Pinetree and
      Coady between March and September 2005 to extent the maturity date of the notes
      from November 1, 2005 to December 1, 2005.





**NOTE
      8 - FINANCING AND BENEFICIAL CONVERSION**





On
      May
      13, 2004, the Company completed a financing through the sale of preferred
      shares. 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 and Characteristics of both Liabilities and Equity. Such accounting
      treats the preferred stock as if it were debt. Further, as the preferred stock
      was issued with warrants attached, the proceeds were allocated between the
      preferred stock 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 stock of $1.00 per share was less than
      the
      closing price of the common stock on May 13, 2004, there was a “beneficial
      conversion” feature that was accounted for as required by Emerging Issues
      Task Force Consensi 98-5 and 00-27. As the intrinsic value of the beneficial
      conversion feature of the preferred stock exceeded the amount attributed to
      the
      preferred stock and such preferred stock is convertible immediately, the
      beneficial conversion feature was recorded as interest expense of $1,188,107
      with a corresponding credit to Additional Paid-in-Capital. Net proceeds relating
      to the above financing were $1,610,815.




**NOTE
      9 - GOING CONCERN**





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. The Company has incurred significant operating
      losses and used cash in its operating activities for several years. For the
      first nine months of 2005, the Company had a net loss of $4,877,927 and used
      cash of $964,690 in operating activities. As of September 30, 2005, the Company
      has a working capital deficiency of $1,420,140 and a deficiency in assets of
      $5,939,958. These conditions along with the contingencies referred to in Note
      2
      raise substantial doubts about the Company’s ability to continue as a going
      concern.





Management
      is continuing to implement its business plan and has begun to sell the Company’s
      marine propulsion systems. Additionally, management is actively seeking
      additional sources of capital. There can be no assurance that management can
      successfully implement its business plan or raise sufficient capital. Without
      sufficient additional capital or long term debt and ultimately profitable
      operating results the Company will not be able to continue as a going concern.
      The accompanying financial statements do not include any adjustments relating
      to
      the recoverability and classification of asset carrying amounts or the amounts
      and classification of liabilities that may result from the outcome of this
      uncertainty.





9


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




***The
      following discussion and analysis of our financial condition and results of
      operations for the quarters ended September 30, 2005 and 2004 should be read
      in
      conjunction with our 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. 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 complete public or private offerings of our equity securities
      successfully. 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 either raising significant capital or
      increasing revenue, or both. If we are unable to raise such 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
      February 2004, we issued 35,000 shares of preferred stock and warrants to
      purchase 35,000 shares of common stock to five investors for $140,000. On April
      15, 2004, the five investors from the February 2004 private placement
      unanimously consented to an amendment to the existing Series A convertible
      preferred stock designation and, in return, exchanged their investment in the
      February 2004 private placement for an aggregate of 140,000 shares of redeemable
      Series A preferred stock and 280,000 warrants. In May 2004, we completed a
      private placement of our redeemable Series A preferred stock, a mandatorily
      redeemable, convertible preferred stock, and warrants to purchase common stock,
      raising gross proceeds from the offering of $1,745,000, before deducting
      placement agent fees and costs. On November 5, 2004, we sold an aggregate of
      390,000 shares of redeemable Series A preferred stock and warrants to purchase
      an aggregate of 780,000 shares of common stock to five investors for $1.00
      per
      unit in the initial closing of a second private placement of our redeemable
      Series A preferred stock and warrants. We sold an aggregate of an additional
      225,000 shares of redeemable Series A preferred stock and warrants to purchase
      an additional 450,000 shares of common stock to two investors in a second
      closing of the private placement on December 23, 2004.





We
      used a
      portion of the net proceeds of the November and December 2004 private placement
      to expand our marketing program and to meet our inventory needs. We believe
      that
      we can increase our revenue from the marine markets over the next two years
      by
      establishing a stronger sales presence to commercial marine boat builders and
      other OEM accounts and by increasing substantially the number of retrofit sales,
      which we intend to accomplish primarily through distributors and commission-only
      sales representatives. We plan to pursue aggressively other
      commercial/industrial sectors that would benefit from our proprietary property
      and patents through both product sales and licensing agreements.





We
      borrowed $750,000 in short-term debt financing from four of our principal
      stockholders from March through September 2005. These notes are secured by
      a
      lien on all of our tangible and intangible assets. We have been authorized
      by
      the board to obtain an additional $500,000 of short-term debt financing.





In
      August
      2005, we issued 1,754 shares of our common stock and an aggregate of 518,016
      shares of our Series B Preferred Stock in settlement of certain
      obligations.





10




We
      expect
      to seek additional capital through the sale of debt and/or equity securities
      in
      the fourth quarter of 2005 in order to fund our operating capital needs.





On
      September 12, 2005, we filed a lawsuit against Toyota Motor Corporation in
      federal district court in Tampa, Florida for infringement of our Electric Wheel®
      patent. We allege that the hybrid transmission drive in the Toyota Prius and
      Highlander infringes a number of claims contained in our U.S. Patent No.
      5,067,932. In the lawsuit we are asking for an injunction barring further
      infringement as well as damages for the unauthorized use of our patent by
      Toyota.





On
      September 14, 2005, we issued an aggregate of 26,000 shares of our common stock
      to three employees and one consultant of the Company in consideration for their
      services to the Company.





**Results
      of Operations**





The
      following should be read in conjunction with our financial statements and the
      related notes thereto included elsewhere herein.





***Three
      Months Ended September 30, 2005 Compared With Three Months Ended September
      30,
      2004***





For
      the
      three months ended September 30, 2005 we generated revenues of $3,674 as
      compared to $221,884 for the three months ended September 30, 2004, a decrease
      of $218,210. Cost of goods sold for the three months ended September 30, 2005
      was $994 generating a gross margin of $2,680. Cost of goods sold for the three
      months ended September 30, 2004 was $159,457 generating a gross margin of
      $62,427. The marked decrease in our margin was due to reduced revenue in the
      quarter. Marine sales to our primary equipment managers have decreased as a
      result of customer delays in production and our inability to agree on terms
      of a
      purchase agreement.





Salaries
      and benefits for the three months ended September 30, 2005 were $96,764 compared
      to $350,625 for the three months ended September 30, 2004, a decrease of
      $253,861, or 72.4 %. This decrease was due primarily to a reduction in staff.





Noncash
      compensation **** for
      the
      three months ended September 30, 2005 was $78,464 compared to $0 for the three
      months ended September 30, 2004. Noncash compensation paid in 2005 consisted
      of
      common stock issued to consultants, employees and directors for services
      rendered. We expect to issue stock in lieu of cash compensation in future
      quarters if necessary to preserve operating capital.





Professional
      fees for the three months ended September 30, 2005 were $260,368 as compared
      to
      $118,914 for the three months ended September 30, 2004, an increase of $141,454,
      or 118.9 %. This increase is due primarily to costs associated with reporting
      to
      the SEC and necessary activities related to patent infringement litigation
      taken
      against Toyota Motor Company.





Advertising
      expense for the three months ended September 30, 2005 was $420 as compared
      to
      $14,810 for the three months ended September 30, 2004, a decrease of $14,390,
      or
      97.2 %. The decrease in advertising expense was due to a reduction in our
      marketing personnel as well as a reduction in trade show attendance and
      publication advertisements.





Travel
      and entertainment costs for the three months ended September 30, 2005 were
      $10,823 as compared to $40,800 for the three months ended September 30, 2004,
      a
      decrease of $29,977, or 73.5 %. The decrease in travel and entertainment costs
      was due primarily to a reduced presence at trade shows **** and
      a
      general reduction in all travel and associated entertainment related to reduced
      sales and corresponding installations.





Rent
      for
      the three months ended September 30, 2005 was $11,723 as compared to $11,705
      for
      the three months ended September 30, 2004, an increase of $18, or 0.2 %. The
      increase resulted from an increase in our monthly rent based on lease
      provisions.





11




Other
      general and administrative costs for the three months ended September 30, 2005
      were $102,056 as compared to $164,172 for the three months ended September
      30,
      2004, a decrease of $62,118, or 37.8 %. These costs primarily consisted of
      depreciation, amortization of intangibles, insurance, office supplies and
      equipment, and printing. The decrease reflected a reduction in activity through
      staff reduction which occurred during the first half of 2005. We expect our
      general and administrative costs to remain stable in the fourth quarter of
      2005.





We
      incurred interest expense of $986,225 for the third quarter of 2005. Interest
      expense incurred for the three months ended September 30, 2004 was $342,401.
      Included in interest expense is accretion of $969,633 in the third quarter
      of
      2005 compared to $322,238 in the comparable quarter of 2004. Accretion is being
      recognized using the interest method. As such, accretion will continue to
      increase through the April 2007 Series A redemption date.





We
      reported a net loss for the three months ended September 30, 2005 of $1,544,163.
      Our net loss for the three months ended September 30, 2004 was $948,000.





***Nine
      Months Ended September 30, 2005 Compared with Nine Months Ended September 30,
      2004***





For
      the
      nine months ended September 30, 2005 we generated revenues of $66,747 as
      compared to $285,589 for the comparable period ended in 2004. Cost of goods
      sold
      for the nine months ended September 30, 2005 was $81,165 generating a loss
      of
      $14,418. Cost of goods sold for the nine months ended September 30, 2004 was
      $228,400 generating a gross profit of $57,189. The marked decrease in our margin
      was further impacted due to reduced revenue in the quarter. The decrease in
      our
      margin was due to returns and allowances to support changes and upgrades for
      previously shipped products.





Salaries
      and benefits for the nine months ended September 30, 2005 were $348,865 compared
      to $563,361 for the nine months ended September 30, 2004, an decrease of
      $214,496, or 38.1 %. This decrease was due primarily to a decrease in
      personnel.





Noncash
      compensation for the nine months ended September 30, 2005 was $651,525 compared
      to $1,004,000 for the nine months ended September 30, 2004. Noncash compensation
      paid in 2005 consisted of common stock issued to consultants, employees and
      directors for services rendered. We expect to issue stock in lieu of cash
      compensation in future quarters if necessary to preserve operating
      capital.





Professional
      fees for the nine months ended September 30, 2005 were $650,207 as compared
      to
      $259,730 for the nine months ended September 30, 2004, an increase of $390,477
      or 150.0 %. This increase was due primarily to costs associated with reporting
      to the SEC and our successful efforts to resolve disputes with several former
      employees and necessary activities related to patent infringement litigation
      taken against Toyota Motor Company.





Advertising
      expense for the nine months ended September 30, 2005 was $14,001 as compared
      to
      $79,230 for the nine months ended September 30, 2004, a decrease of $65,229,
      or
      82.3 %. The decrease in advertising expense was due to a reduction in our
      marketing personnel as well as a reduction in trade show attendance and
      publications.





Travel
      and entertainment costs for the nine months ended September 30, 2005 were
      $88,793 as compared to $85,619 for the nine months ended September 30, 2004,
      an
      increase of $3,174, or 3.7 %. The increase in travel and entertainment costs
      was
      due primarily to travel by a new full time sales manager who worked to expand
      our distribution and trade show attendance in the first quarter of
      2005.





Rent
      for
      the nine months ended September 30, 2005 was $28,076 as compared to $35,833
      for
      the nine months ended September 30, 2004, a decrease of $7,757, or 21.6 %.
      The
      decrease resulted from the closing of our Benedict, Maryland sales office in
      February 2004. In the fourth quarter of 2004, we issued warrants to purchase
      10,000 shares of our common stock at a price of $4.00 per share to Charles
      County EDC, the owner of the leased premises, in connection with the termination
      of the lease.





Other
      general and administrative costs for the nine months ended September 30, 2005
      were $600,308 as compared to $391,683 for the nine months ended September 30,
      2004, an increase of $208,625, or 53.3%. These costs primarily consisted of
      depreciation, amortization of intangibles, insurance, office supplies and
      equipment, and printing. The increase reflected the purchase of materials
      required to attend trade shows, a write down of certain intellectual property,
      and staffing levels that were higher than in the first nine months of 2004.
      Further in 2005, we recognized a loss of $52,924 in connection with the
      conversion of 50,000 shares of redeemable series A preferred stock for 50,000
      shares of common stock. We expect our general and administrative costs to remain
      stable in the last quarter of 2005.





12




We
      incurred interest expense of $2,441,810 for the nine months ended September
      30,
      2005. Interest expense incurred for the nine months ended September 30, 2004
      was
      $1,937,345. Included in interest expense is accretion of $2,413,703 for the
      nine
      months ended September 30, 2005 compared to $1,690,267 in the comparable period
      of 2004. Accretion is being recognized using the interest method. As such,
      accretion will continue to increase through the April 2007 Series A redemption
      date.





We
      reported a net loss for the nine months ended September 30, 2005 of $4,877,927.
      Our net loss for the nine months ended September 30, 2004 was $4,266,614.





**Liquidity
      and Capital Resources**





Our
      available cash balance at September 30, 2005 was $34,642 and is $12,657 at
      October 24, 2005. From January 1, 2003 through December 31, 2004, we raised
      an
      aggregate of approximately $2,069,250 in capital, net of transaction costs,
      through the sale of our securities in private placements made in accordance
      with
      Rule 506 under the Securities Act of 1933. In addition, we borrowed $750,000
      in
      short-term debt financing from four of our principal stockholders between March
      and September 2005. These notes are secured by a lien on all of our tangible
      and
      intangible assets. We have been authorized by the board to obtain an additional
      $500,000 of short-term debt financing. We expect to seek additional capital
      through the sale of debt and/or equity securities in the fourth quarter of
      2005
      in order to fund our operating capital needs, although we cannot assure you
      that
      we will be able to obtain any of such additional capital.





During
      the nine months ended September 30, 2005, we used net cash of $964,690 for
      operations. This consisted of a net loss of $4,877,927 offset by a net decrease
      in our operating assets of $44,490, amortization, depreciation and other
      non-cash expenses of $1,000,953, accretion on mandatorily redeemable preferred
      stock of $2,413,703, decreases in our liabilities consisting of accounts payable
      and accrued expenses of $453,641. Additionally, we had net cash flows from
      financing activities of $740,493 consisting primarily of proceeds from notes
      payable to related parties.





On
      September 12, 2005 we filed a lawsuit against Toyota Motor Corporation in
      federal district court in Tampa, Florida for infringement of our Electric Wheel®
      patent. We anticipate incurring significant expense in connection with this
      litigation. We
      will
      seek to obtain the necessary capital to fund this litigation over its life.
      However, we can give you no assurance that we will be able to obtain
      satisfactory funding for the balance of our expenses.





We
      presently do not have any plans to purchase a new facility or significant new
      equipment, except that we are continuing to negotiate with a customer to lease
      the customer’s boat for use as a demonstration platform.





We
      have
      incurred significant operating losses and used cash in our operating activities
      for several consecutive years. As of September 30, 2005 we have deficiencies
      in
      both working capital and net assets. These conditions raise substantial doubt
      about our ability to continue as a going concern. In the past we have been
      able
      to obtain financing to fund our losses. Our ability to continue is dependent
      on
      obtaining additional long-term financing and ultimately achieving profitable
      operating results. To date we have not been able to establish acceptable sales
      levels. We are currently seeking additional financing to fund operations to
      achieve acceptable sales levels.





**Off-Balance
      Sheet Arrangements**





Under
      an
      agreement with Homewood Products Corporation, the supplier of our electric
      motors, that expired on December 31, 2004, we were required to purchase at
      least
      100 electric motors during 2004. As we purchased only 25 electric motors in
      2004, we were obligated to 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, or an aggregate of
      $466,200 for the 75 motors we did not purchase. We settled this obligation
      in
      the quarter ended June 30, 2005 through the issuance of 105,000 shares of common
      stock to three designees of 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.





13




**Special
      Note Regarding Forward-Looking Statements**





This
      Quarterly Report contains “forward-looking statements,” which include
      information relating to future events, future financial performance, strategies,
      expectations, competitive environment, regulation and availability of resources.
      These forward-looking statements include, without limitation, statements
      regarding





•
                expectations
                    as to market acceptance of our
                    products,





•
              expectations
                  as to revenue growth and
                  earnings,





•
              the
                  time by which certain objectives will be
                  achieved,





•
              proposed
                  new products,





•
              our
                  ability to protect our proprietary and intellectual property
                  rights,




•
                statements
                    concerning projections, predictions, expectations, estimates
                    or forecasts
                    as to our business, financial and operational results and future
                    economic
                    performance, and


•
                statements
                    of management’s goals and objectives and other similar expressions
                    concerning matters that are not historical
                    facts.


Words
      such as "may," "should," "could," "would," "predicts," "potential," "continue,"
      "expects," "anticipates," "future," "intends," "plans," "believes," "estimates"
      and similar expressions, as well as statements in future tense, identify
      forward-looking statements.





Forward-looking
      statements should not be read as a guarantee of future performance or results,
      and will not necessarily be accurate indications of the times at, or by which,
      such performance or results will be achieved. Forward-looking information is
      based on information available at the time and/or management’s good faith belief
      with respect to future events, and is subject to risks and uncertainties that
      could cause actual performance or results to differ materially from those
      expressed in the statements. Important factors that could cause such differences
      include, but are not limited to





•
              industry
                  competition, conditions, performance and
                  consolidation,





•
              legislative
                  and/or regulatory
                  developments,





•
              the
                  effects of adverse general economic conditions, both within the
                  United
                  States and globally,




•
              any
                  adverse economic or operational repercussions from recent terrorist
                  activities, any government response thereto and any future terrorist
                  activities, war or other armed conflicts,
                  and


•
              other
                  factors described in the “Risk Factors” contained in Exhibit 99.1 to our
                  Annual Report on Form 10-KSB for the year ended December 31,
                  2004.




Forward-looking
      statements speak only as of the date the statements are made. We assume no
      obligation to update forward-looking statements to reflect actual results,
      changes in assumptions or changes in other factors affecting forward-looking
      information except to the extent required by applicable securities laws. If
      we
      update one or more forward-looking statements, no inference should be drawn
      that
      we will make additional updates with respect thereto or with respect to other
      forward-looking statements.




14




**ITEM 3. 
        **Controls
        and Procedures****





We
      performed an evaluation under the supervision and with the participation of
      our
      management, including our president and chief financial officer, of the
      effectiveness of our disclosure controls and procedures (as defined in Rules
      13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended)
      as of September 30, 2005. A control system, no matter how well designed and
      operated, can provide only reasonable, not absolute, assurance that it will
      detect or uncover failures within our company to disclose material information
      otherwise required to be set forth in our periodic reports. Following the
      evaluation described above, our management, including our president and chief
      financial officer, concluded that based on the evaluation our disclosure
      controls and procedures were operating at the reasonable effectiveness level
      at
      that time.





There
      has
      been no change in our internal control over financial reporting (as defined
      in
      Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as
      amended) that occurred in the quarter ended September 30, 2005, that has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.




15





**PART
      II. OTHER INFORMATION**




**ITEM 1.
        **Legal
        Proceedings****




Our
      quarterly report on Form 10-QSB for the quarter ended June 30, 2005 contains
      a
      description of certain litigation that we settled during that
      quarter.





On
      September 12, 2005 we filed a lawsuit against Toyota Motor Corporation in
      federal district court in Tampa, Florida for infringement of our Electric Wheel®
      patent. We allege that the hybrid transmission drive in the Toyota Prius and
      Highlander infringes a number of claims contained in our U. S Patent No.
      5,067,932. In the lawsuit we are asking for an injunction barring further
      infringement as well as damages for the unauthorized use of our patent by
      Toyota.




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




**(a)
      Recent Sales of Unregistered Securities**





On
      August
      5, 2005, we issued and sold 200,000 shares of Series B preferred stock to Davis
      & Gilbert LLP, our outside general counsel (“D&G”). These shares were
      issued in settlement of $200,000 of indebtedness arising from services rendered
      to us by D&G. The sale of these securities was determined to be exempt from
      registration under Section 4(2) of the Securities Act as a transaction by an
      issuer not involving a public offering. Each share of our Series B preferred
      stock may be converted at any time, at the option of the holder, into the number
      of fully paid and non-assessable shares of common stock determined by
      multiplying the number of shares of Series B preferred stock being converted
      by
      the quotient obtained by dividing (x) the stated value per share of Series
      B
      preferred stock by (y) the current market price of the common stock. The stated
      value of the Series B preferred stock is $1.00 per share. D&G is not
      entitled to convert shares of Series B preferred stock into common stock if
      as a
      result of such conversion D&G would own 5% or more of our outstanding common
      stock.





On
      August
      8, 2005, we granted 125,000 shares of common stock to our director Jonathan
      Betts. These shares of common stock were granted in partial consideration for
      Mr. Bett’s past contributions to the Company and to encourage his continued
      service to the Company. The sale of these securities was determined to be exempt
      from registration under Section 4(2) of the Securities Act as a transaction
      by
      an issuer not involving a public offering.





On
      August
      9, 2005, we issued and sold 318,016 shares of Series B preferred stock to Medusa
      Management LLC. Medusa was assigned $318,016 of indebtedness of the Company
      from
      certain vendors of the Company. These shares were issued in settlement of that
      indebtedness. The sale of these securities was determined to be exempt from
      registration under Section 4(2) of the Securities Act as a transaction by an
      issuer not involving a public offering.





On
      August
      9, 2005, we granted 1,754 shares of common stock to our former director David
      Lindahl. These shares of common stock were granted in lieu of money owed for
      Mr.
      Lindahl’s attendance at a Board of Director’s meeting of the Company. The sale
      of these securities was determined to be exempt from registration under Section
      4(2) of the Securities Act as a transaction by an issuer not involving a public
      offering.





On
      September 14, 2005, we granted an aggregate of 26,000 shares of common stock
      to
      three employees and one consultant of the Company. These shares were issued
      in
      consideration of each person’s service to the Company. The sale of these
      securities was determined to be exempt from registration under Section 4(2)
      of
      the Securities Act as a transaction by an issuer not involving a public
      offering.





The
      recipients of securities in each such transaction represented their intention
      to
      acquire the securities for investment only and not with a view to or for sale
      in
      connection with any distribution thereof and appropriate legends were affixed
      to
      the share certificates and other instruments issued in such transactions. The
      sales of these securities were made without general solicitation or advertising.





16





**(b)
      Use of Proceeds**





Not
      applicable.





**(c)
      Repurchase of Securities**





We
      did
      not repurchase any shares of our common stock during the third quarter of 2005.





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





The
      2005
      Annual Meeting of Stockholders was held at the Wyndham Boston Hotel in Boston,
      Massachusetts, on Wednesday, September 14, 2005. The proposals brought before
      the stockholders were:




•
              Election
                  of two members to our Board of Directors to serve as our Common
                  Directors
                  until the 2006 Annual Meeting of Stockholders;


•
              Election
                  of three members to our Board of Directors to serve as our Preferred
                  Directors until the 2006 Annual Meeting of Stockholders;
                  and


•
              Ratification
                  of UHY LLP as our independent auditors for the fiscal year ended
                  December
                  31, 2005.




The
      total
      number of shares of common stock entitled to vote at the meeting was 7,124,507
      and the total number of shares of Series A preferred stock entitled to vote
      at
      the meeting was 3,071,474.




As
      a
      result of the votes cast by the holders of our common stock, as described below,
      both Common Director nominees were elected for one year terms to expire at
      the
      2006 Annual Meeting of Stockholders:




**Name**
            
            **For**
            
            **Withhold**Duane
                L. Crisco
            
            4,355,203
            
            90,321David
                J. Parcells
            
            4,354,503
            
            90,021




As
      a
      result of the votes cast by the holders of our Series A preferred stock, as
      described below, all three Preferred Director nominees were elected for one
      year
      terms to expire at the 2006 Annual Meeting of Stockholders:




**Name**
            
            **For**
            
            **Withhold**Gary
                M. Laskowski
            
            3,071,474
            
            0Michael D’Amelio
            
            3,071,474
            
            0Jonathan
                D. Betts
            
            3,071,474
            
            0




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 voting together, Proposal
      2 – Ratification of the selection of UHY LLP as our independent auditors
      for the fiscal year ended December 31, 2005 – was approved.




**For**
            
            **Against**
            
            **Abstain**7,426,577
            
            3,745
            
            86,676




No
      other
      business was brought before the Annual Meeting.




17


**ITEM 6. 
        **Exhibits****




**Exhibit No.**
            
            **Description**10.1
            
            Note
                Extension Agreement dated July 14, 2005, among the Registrant, Woodlaken
                LLC, Jezebel Management Corporation, Pinetree (Barbados), Inc. and
                Coady
                Family LLC (incorporated by reference to Exhibit 10.44 to the Registrant’s
                registration statement on Form SB-2, SEC File No.
                333-125727).10.2
            
            Senior
                Secured Promissory Note issued to Jezebel Management Corporation
                dated
                July 8, 2005 (incorporated by reference to Exhibit 10.45 to the
                Registrant’s registration statement on Form SB-2, SEC File No.
                333-125727).10.3
            
            Note
                Extension Agreement dated as of August 14, 2005, among the Registrant,
                Woodlaken
                LLC, Jezebel Management Corporation, Pinetree (Barbados), Inc. and
                Coady
                Family LLC.10.4
            
            Senior
                Secured Promissory Note issued to Jezebel Management Corporation
                dated
                August 16, 2005.10.5
            
            Note
                Extension Agreement dated as of September 15, 2005, among the Registrant,
                Woodlaken LLC, Jezebel Management Corporation, Pinetree (Barbados),
                Inc.
                and Coady Family LLC.10.6
            
            Senior
                Secured Promissory Note issued to Jezebel Management Corporation
                dated
                September 15, 2005.10.7
            
            Note
                Extension Agreement dated as of October 26, 2005, among the Registrant,
                Woodlaken LLC, Jezebel Management Corporation, Pinetree (Barbados),
                Inc.
                and Coady Family LLC.31.1
            
            Certification
                by President pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.31.2
            
            Certification
                by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.32.1
            
            Certification
                by President pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.32.2
            
            Certification
                by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002.








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**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.




Date: November
      14, 2005




**SOLOMON
                TECHNOLOGIES, INC.**By:
              /s/ Peter
                W. DeVecchis, Jr.Peter
                  W. DeVecchis, Jr.
                President
                (principal
                  executive officer)
 By:
              /s/ Samuel
                F. OcchipintiSamuel
                  F. Occhipinti
                Chief
                  Financial Officer
                (principal
                  financial and accounting
                  officer)







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