**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**





**Washington,
      D.C. 20549**





**FORM
      10-QSB**





(Mark
      One)





ý  Quarterly
      Report under Section 13 or 15(d) of the Securities Exchange Act of 1934





For
      the
      quarterly period ended March 31, 2006





or





 ̈  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





**SOLOMONTECHNOLOGIES,INC.**


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





**Delaware**
            **52-1812208**(State
                or other jurisdiction of 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 ý No  ̈





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





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: As of May 12, 2006, there were 27,787,420
      shares of common stock outstanding.





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




1







**INDEX**





Page
              Number**PART
              I.
              FINANCIAL INFORMATION**
            3Item 1. Financial
              Statements
            3Condensed
              Balance Sheet
              at March 31, 2006 (Unaudited)
            3Condensed
                Statements of Operations - Three months ended March 31, 2006 and
                2005
                (Unaudited)
            4Condensed
              Statements of
              Cash Flows - Three months ended March 31, 2006 and 2005 (Unaudited)
            5Condensed
              Statement of
              Deficiency in Assets at March 31, 2006 (Unaudited)
            6Notes to Condensed
              Financial Statements (Unaudited)
            7Item 2. Management’s
              Discussion and Analysis of Financial Condition and Results of
              Operations
            11Item 3. Controls
              and
              Procedures
            16**PART
              II. OTHER
              INFORMATION**
            17Item 1. Legal
              Proceedings
            17Item 2. Unregistered
              Sales of Equity Securities and Use of Proceeds
            17Item 6. Exhibits
            19**SIGNATURE
                PAGE******
            20





**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 I**
              **FINANCIAL****INFORMATION**




**ITEM 1.**
            **FINANCIAL****STATEMENTS**





**Solomon
      Technologies, Inc.**


**Condensed Balance
      Sheet**


March
      31, 2006


**(Unaudited)**







**Assets****Current
                Assets**Cash
            
            $
            7,785Inventory
                (Finished parts)
            
            
            65,297Prepaid
                expenses
            
            
            2,546Total
                current assets
            
            
            75,628**Intangible
                assets, net**
            
            
            363,432**Property
                and equipment, net**
            
            
            11,579Total
                assets
            
            $
            450,639**Liabilities
                and Deficiency in Assets****Current
                Liabilities**Notes
                payable related parties
            
            $
            1,152,000Accounts
                payable
            
            
            558,491Accrued
                expenses
            
            
            145,047Accrued
                payroll and payroll taxes
            
            
            307,023Total
                current liabilities
            
            
            2,162,561**Deficiency
                in Assets**Common
                stock, par value $0.001 per share; authorized
            
            
            27,451100,000,000
                shares; 27,452,720 shares issued and outstandingAdditional
                paid-in capital
            
            
            27,981,200Accumulated
                deficit
            
            
            (29,720,573
            )Deficiency
                in assets
            
            
            (1,711,922
            )Total
                liabilities and deficiency in assets
            
            $
            450,639See
                accompanying notes.





3




**Solomon
        Technologies, Inc.**


**Condensed
        Statement of Operations**
 **(Unaudited)**
  **Three
                  Months Ended March 31,****2006**
              
              **2005****Net
                  Sales**
              
              $
              5,365
              
              $
              25,165**Cost
                  of Goods Sold**
              
              
              2,569
              
              
              53,275**Gross
                  Margin**
              
              
              2,796
              
              
              (28,110
              )**Operating
                  Expenses**Salaries
                  and benefits
              
              
              196,535
              
              
              175,623Noncash
                  compensation and consulting
              
              
              264,450
              
              
              -Professional
                  fees
              
              
              359,141
              
              
              209,512Advertising
              
              
              -
              
              
              10,340Travel
                  and entertainment
              
              
              14,800
              
              
              61,145Rent
              
              
              8,228
              
              
              8,119Other
                  general and administrative
              
              
              126,478
              
              
              233,974**Total
                  Operating Expenses**
              
              
              969,632
              
              
              698,713**Operating
                  Loss**
              
              
              (966,836
              )
              
              (726,823
              )Interest
                  expense
              
              
              727,965
              
              
              653,038Loss
                  on extinguishment of redeemable preferred stock and other
                  debt
              
              
              5,667,569
              
              
              39,924**Net
                  Loss**
              
              $
              (7,362,370
              )
              $
              (1,419,785
              )Basic
                  and diluted net loss per share
              
              
              ($0.42
              )
              
              ($0.27
              )Weighted
                  average common shares outstanding-basic and diluted
              
              
              17,740,475
              
              
              5,176,796See
                  accompanying notes.
 
 4




**Solomon
        Technologies, Inc.**


**Condensed
      Statements of Cash Flows**


**(Unaudited)**





**For
                Three Months Ended March 31,****2006**
            
            **2005****Operating
                activities**Net
                Loss
            
            $
            (7,362,370
            )
            $
            (1,419,785
            )Adjustments
                to reconcile net loss to net cash used by operationsCommon
                stock and warrants issued for services, fees and
                compensation
            
            
            394,399
            
            
            90,000Loss
                on extinguishment of redeemable preferred stock
            
            
            5,667,569
            
            
            39,924Accretion
                and dividends
            
            
            698,257
            
            
            651,667Amortization
                and depreciation
            
            
            22,516
            
            
            24,872Change
                in operating assets and liabilities:Accounts
                receivable
            
            
            -
            
            
            (562
            )Inventory
            
            
            2,569
            
            
            12,520Other
            
            
            -
            
            
            24,445Accounts
                payable and accrued expenses
            
            
            372,891
            
            
            183,771Customer
                deposits
            
            
            -
            
            
            4,470Accrued
                payroll and payroll taxes
            
            
            13,223
            
            
            (24,976
            )Net
                cash used by operating activities
            
            
            (190,946
            )
            
            (413,654
            )**Investing
                Activities**Purchase
                of equipment
            
            
            (1,962
            )
            
            (1,998
            )Net
                cash used by investing activities
            
            
            (1,962
            )
            
            (1,998
            )**Financing
                Activities**Proceeds
                from notes and loans payable
            
            
            197,000
            
            
            190,000Repayments
                of notes and loans payable
            
            
            -
            
            
            (360
            )Net
                cash provided by financing activities
            
            
            197,000
            
            
            189,640Change
                in cash
            
            
            4,092
            
            
            (226,012
            )Cash
                at beginning of period
            
            
            3,693
            
            
            249,024Cash
                at end of period
            
            $
            7,785
            
            $
            23,012See
                accompanying notes.





5




**Solomon
        Technologies, Inc.**


**Condensed
        Statement of Deficiency in Assets**
 **(Unaudited)**
  **Series
                    B****Convertible**
              
              
              
              
              
              **Additonal****Preferred
                  Stock**
              
              **Common
                  Stock**
              
              **Paid-In**
              
              **Accumulated****Shares**
              
              **Amount**
              
              **Shares**
              
              **Amount**
              
              **Capital**
              
              **Deficit**
              
              **Total**Balance
                  at December 31, 2005
              
              
              120,000
              
              $
              120,000
              
              
              8,487,330
              
              $
              8,487
              
              $
              14,876,095
              
              $
              (22,358,203
              )
              $
              (7,353,621
              )Shares
                  issued to extinguishRedeemable
                  Series APreferred
                  Stock
              
              
              
              
              
              
              
              
              15,357,370
              
              
              15,357
              
              
              12,424,113
              
              
              
              
              
              12,439,470Conversion
              
              
              (120,000
              )
              
              (120,000
              )
              
              175,439
              
              
              175
              
              
              119,825
              
              
              
              
              
              -Shares
                  and warrants issued atfair
                  value for fees and services
              
              
              
              
              
              
              
              
              477,500
              
              
              477
              
              
              263,972
              
              
              
              
              
              264,450Exchange
                  of warrantsfor
                  shares
              
              
              
              
              
              
              
              
              2,698,237
              
              
              2,698
              
              
              (2,698
              )
              
              
              
              
              -Shares
                  issued to extinguishdebt
              
              
              
              
              
              
              
              
              256,844
              
              
              257
              
              
              169,944
              
              
              
              
              
              170,200Expenses
                  paid on Company's behalf
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              129,949
              
              
              
              
              
              129,949Net
                  loss for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (7,362,370
              )
              
              (7,362,370
              )Balance
                  at March 31, 2006
              
              
              -
              
              $
              -
              
              
              27,452,720
              
              $
              27,451
              
              $
              27,981,200
              
              $
              (29,720,573
              )
              $
              (1,711,922
              )See
                  accompanying notes.
 
 6




**Solomon
        Technologies, Inc.**
 Notes
        to Financial Statements
        (unaudited)





**NOTE
      1 - BUSINESS AND BASIS OF PRESENTATION**





The
      historical business of Solomon Technologies, Inc. ("STI" or the
      "Company") has been the development, engineering, manufacturing, licensing
      and sale of electric power drive systems. The Company is presently pursuing
      direct sales opportunities for its products and technologies in the marine,
      industrial and automotive markets. The Company is identifying licensing
      opportunities that it anticipates will leverage its existing or
      acquired knowledge and provide substantial positive current financial impact
      while it also aggressively pursues infringers of its existing patents.
      The Company is also identifying acquisition targets that it expects will
      augment its existing intellectual property, marketing channels and
      human resources and provide strong cash flow.





The
      accompanying unaudited 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 footnotes for the year
      ended December 31, 2005 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 - CHANGE IN ACCOUNTING METHOD**





Effective
      January 1, 2006, the Company adopted SFAS No. 123(R), “Accounting for Stock
      Based Compensation” using the modified-prospective method. Under this method,
      compensation cost is recognized for all share-based payments granted, modified,
      or settled after January 1, 2006, as well as for any unvested awards that were
      granted prior thereto. Compensation cost for unvested awards granted prior
      to
      January 1, 2006 is recognized using the same estimate of the grant-date fair
      value and the same attribution method used to determine the pro forma
      disclosures under SFAS No. 123, “Accounting for Stock-Based Compensation.”
Compensation costs for awards granted after January 1, 2006 is based on the
      estimated fair value of the awards on their grant date and is generally
      recognized over the required service period.





No
      stock
      options were granted in the first quarter of 2006 and, all stock options
      outstanding at December 31, 2005 were fully vested. As such, the adoption of
      SFAS No. 123(R) had no impact on the Company's financial
      statements.





There
      were 567,835 outstanding options with a weighted average exercise price of
      $1.29
      per share and 340,856 outstanding warrants with a weighed average exercise
      price
      of $0.83 per share as of March 31, 2006.





**NOTE
      3 - ACCRUED PAYROLL AND PAYROLL TAXES**





As
      of
      March 31, 2006, the Company had accrued payroll and unpaid payroll taxes of
      approximately $122,000 and accrued interest and penalties of $185,000 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.




7





**NOTE
      4 - NOTES PAYABLE**





On
      March
      20, 2006, the Company borrowed $25,000 from F. Jay Leonard. The note bears
      interest at 12% per annum and is secured by a lien on all of the Company’s
      assets.





On
      March
      31, 2006, the Company borrowed $172,000 from Woodlaken LLC. The note bears
      interest at 12% per annum and is 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 927,421 shares of common
      stock.





As
      disclosed in Note 9, subsequent to the quarter end the maturity date of the
      above notes as well as those others outstanding was extended to June 30,
      2006.




**NOTE
      5 - COMMITMENT AND CONTINGENCIES**





The
      Company has an agreement with Oliver Street Finance LLC (Oliver Street). Under
      this agreement Oliver Street provides funding to the Company to prosecute the
      Company’s patent infringement action against Toyota Motor Corporation, Toyota
      Motor Sales U.S.A., Inc. and Toyota Manufacturing North America (collectively,
      Toyota). Oliver Street pays all legal fees and out-of-pocket expenses billed
      by
      the Company’s special patent counsel in connection with the litigation against
      Toyota and approved by the Company in exchange for a portion of any recovery
      that the Company may receive from the litigation equal to the greater of 40%
      of
      the recovery or the actual amount of legal fees and expenses Oliver Street
      pays
      on the Company’s behalf. Expenses paid on behalf of the Company by Oliver Street
      in the quarter ended March 31, 2006 were $129,949 and are included in
      professional fees. Such amount has been reflected in operations and additional
      paid-in capital. Michael A. D'Amelio, a director and shareholder of
      the Company, is a principal of Oliver Street.





The
      Company has filed a lawsuit against Toyota alleging claims for patent
      infringement and damages from the unauthorized use of the Company’s patents. In
      connection therewith the Company filed a complaint with the United States
      International Trade Commission (ITC) seeking an exclusion order prohibiting
      the
      importation of infringing technology. ITC is currently conducting its
      investigation and has scheduled a hearing for October 30, 2006 through November
      3, 2006.





The
      Company is not involved in any other litigation.





**NOTE
      6 - FINANCING AND EQUITY TRANSACTIONS WITH RELATED PARTIES**





During
      the quarter ended March 31, 2006 the Company issued 15,357,370 shares of common
      stock with an estimated fair value of $12,439,470 to extinguish its obligations
      under its Redeemable Series A Preferred Stock. The Company also issued 256,844
      shares of its common stock with an estimated fair value of $170,200 to
      extinguish its obligations under notes payable, including accrued interest.
      In
      connection with these transactions an extinguishment loss of $5,667,569 was
      recognized.





Also
      during the quarter ended March 31, 2006 the Company issued 100,000 warrants
      and
      477,500 common shares with an estimated aggregate fair value of $264,450 to
      directors, certain note holders, and an officer for services and fees. Operating
      results include a related charge for $264,450. The warrants may be exercised
      to
      purchase 100,000 shares of the Company’s common stock at $.40 a
      share.




8


**NOTE
      7 - CONCENTRATION OF RISK**





Customers:





One
      customer accounted for all sales in the three months ended March 31, 2006.
      Two customers accounted for 67% and 29%, respectively, of sales for the three
      months ended March 31, 2005





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 materially adverse
      effect on the Company’s financial position.





**NOTE
      8 - 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 three months of 2006, the Company had a net loss of $7,362,370 and used
      cash of $190,946 in operating activities. As of March 31, 2006, the Company
      has
      a working capital deficiency of $2,086,933 and a deficiency in assets of
      $1,711,922. These conditions raise substantial doubts about the Company’s
      ability to continue as a going concern.





Management
      is continuing to implement a plan to broaden its market and product base and
      exploit its intellectual property that it expects will generate substantial
      profits and cash flow. As part of this plan, management intends to grow its
      business through licensing of its proprietary and patented technologies and
      through the acquisition of businesses that fit its strategy. Management is
      identifying licensing opportunities that leverage its existing or acquired
      knowledge and provide substantial positive current financial impact while it
      also aggressively pursues infringers of its existing patents. Management is
      also
      identifying acquisition targets that augment its existing intellectual property,
      marketing channels and human resources and provide strong cash flow.
      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.




**NOTE
      9 - SUBSEQUENT EVENTS**





On
      April
      4, 2006, the Company filed a certificate of elimination for its Series A
      preferred stock and its Series B preferred stock with the Secretary of State
      of
      Delaware, the Company’s state of incorporation. The Company filed the
      certificate of elimination because no shares of either class of preferred stock
      are outstanding and the Company has no plans to issue such stock.





On
      April
      7, 2006, the Company borrowed $50,000 from Peter and Barbara Carpenter (the
      “Carpenters”) and Woodlaken LLC assigned $50,000 of its promissory note issued
      by the Company on March 31, 2006 in the aggregate principal amount of $172,000
      (the “Woodlaken Note”) to the Carpenters. On April 10, 2006, the Company
      borrowed $50,000 from Pascal Partners, LLC and Woodlaken assigned $50,000 of
      the
      Woodlaken Note to Pascal. The Company issued promissory notes in the principal
      amount of $100,000 to the Carpenters and Pascal. The Company also issued a
      promissory note in the principal amount of $72,000 to Woodlaken representing
      the
      balance of the principal amount under the Woodlaken Note. The new notes bear
      interest at a rate of 12% per annum and mature on April 30, 2006. The new notes
      have substantially the same terms as the promissory notes in the aggregate
      principal amount of $975,000 issued by the Company to Woodlaken, Jezebel
      Management Corp., Pinetree (Barbados), Inc., Coady Family LLC and F. Jay Leonard
      (the “Initial Investors”) between March 2005 and March 2006
      (the
“Notes”) and with the Notes are secured by a first priority security interest in
      all of the tangible and intangible assets of the Company.




9




**NOTE
      9 - SUBSEQUENT EVENTS (continued)**




The
      managers of Woodlaken are Gary Laskowski, the chairman of the board of directors
      and vice president of the Company, and Jonathan Betts, a director of the
      Company. Woodlaken currently owns 927,421 shares of common stock of the
      Company.





The
      board
      of directors of the Company has authorized the Company to borrow up to an
      additional $353,000 from the Initial Investors, the Carpenters, Pascal and
      others on the same terms as the Notes and the new notes issued to the
      Carpenters, Pascal and Woodlaken.





On
      April
      28, 2006, the Company entered into an agreement with all related and affiliated
      party promissory note holders to extend the terms of each note to June 30,
      2006.




10




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





***The
      following discussion and analysis of our consolidated financial condition and
      results of operations for the quarters ended March 31, 2006 and 2005 should
      be
      read in conjunction with our financial statements included elsewhere in this
      Quarterly Report.***





**Overview**





Our
      historical business has been the development, engineering, manufacturing,
      licensing and sale of electric power drive systems. We intend to expand the
      licensing, manufacturing, and sale of electric power drive systems, including
      those incorporating hybrid and regenerative technologies, and the licensing
      and
      manufacture of our Electric WheelTM and Electric
      TransaxleTM for automotive, hybrid and all-electric vehicle applications. Our
      goal is to become a leader in the manufacture, licensing and sale of electric
      power drive systems for specialized high value original equipment manufacturers.





We
      have
      historically generated limited operating revenues. 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.





We
      are
      presently implementing a plan to broaden our market and product base and exploit
      our intellectual property that we expect will generate substantial profits
      and
      cash flow. As part of this plan, we intend to grow our business through
      licensing of our proprietary and patented technologies and through the
      acquisition of businesses that fit our strategy. We are identifying licensing
      opportunities that leverage our existing or acquired knowledge and provide
      substantial positive current financial impact while we also aggressively pursue
      infringers of our existing patents. We are also identifying acquisition targets
      that augment our existing intellectual property, marketing channels and human
      resources and provide strong cash flow. We cannot assure you, however, that
      we
      will be able to identify licensing opportunities and acquisition targets that
      meet these goals, or if we identify such opportunities or targets that we will
      be able to take full advantage of them.





On
      December 15, 2005, we signed a letter of intent to acquire Technipower LLC,
      a
      Danbury, Connecticut based manufacturer of power supplies and related equipment
      for the defense, aerospace and commercial sectors. The letter of intent
      contemplated that we would purchase Technipower for $3 million in cash and
      common stock valued at $2.4 million and that the purchase price would be subject
      to increase or decrease based on changes in Technipower’s working capital. The
      letter of intent also provided that we would assume Technipower’s revolving
      credit facility as part of the transaction. The letter of intent has expired
      but
      we are continuing to negotiate the terms of a definitive purchase agreement
      with
      Technipower. The transaction will be subject to the negotiation and execution
      of
      the definitive purchase agreement and the satisfaction of various closing
      conditions, including a due diligence investigation and the negotiation and
      execution of agreements with Technipower personnel. At present, we anticipate
      that the purchase price will increase by approximately $500,000 and that this
      additional amount will be paid in common stock. While no assurances can be
      given
      as to when the acquisition may close, we currently anticipate that the
      acquisition will close during the second quarter of this year.





On
      May 8,
      2006, we entered into a letter of intent to acquire Power Solutions, Inc.,
      a
      Long Island, New York based manufacturer of high volume direct current power
      supplies and power supply systems and components for the medical,
      telecommunications and commercial sectors. As part of this acquisition, we
      will
      also acquire a controlling stake in Ultrapower Ltd. that is presently held
      by
      Power Solutions. Based in Taiwan, Ultrapower is a manufacturer of power supplies
      and associated products. The letter of intent contemplates that we will purchase
      Power Solutions for $5 million in cash, of which $250,000 would be held in
      escrow for 15 months to secure certain obligations of the sellers. The
      transaction is subject to the negotiation and execution of a definitive purchase
      agreement and the satisfaction of various closing conditions, including a due
      diligence investigation and the negotiation and execution of agreements with
      Power Solutions personnel. While no assurances can be given as to when the
      acquisition may close, we currently anticipate that the acquisition will close
      during the second quarter of 2006. In connection with and in consideration
      for
      the execution of the letter of intent, we issued 100,000 shares of common stock
      to each of Myron **** Koslow and
      the Norman S. and Marian B. Berkowitz Revocable Trust. Myron **** Koslow and
      the Norman S. and Marian B. Berkowitz Revocable Trust have each agreed not
      to
      sell or otherwise transfer these shares for a period of one year.




11





We
      anticipate that Technipower and Power Solutions will serve as a platform for
      a
      new Power Systems Division of our company and that our current energy efficient
      technologies will become part of a new Alternative Energy Division. With this
      new structure we intend to exploit opportunities for market consolidation,
      cross
      marketing and core business growth in separate but compatible niche markets
      for
      specialized high value OEM power applications and electric power drive systems.
      The operating assets will be divisionalized but will permit a formal exchange
      of
      engineering and sales talent across business units.





In
      order
      to fund the cash component of the purchase price for the Technipower acquisition
      and other possible acquisitions we intend to effect one or more private sales
      of
      equity or debt securities. We have not yet determined the terms or amount of
      the
      securities to be sold. However, any such securities will be offered and sold
      without registration under the Securities Act of 1933, as amended, and may
      not
      be reoffered or resold by the purchasers in the United States absent
      registration or an applicable exemption from the registration requirements
      of
      the Securities Act.





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. In that event, 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 with 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 $1,247,000 in short-term debt financing from certain of our principal
      stockholders and other investors from March 2005 through April 2006. 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 $353,000 of short-term debt
      financing. On March 15, 2006, we issued and sold an aggregate of 235,856 shares
      of common stock to the noteholders. Of these shares, 93,356 shares of common
      stock were issued upon conversion of accrued and unpaid interest on the
      promissory notes through February 28, 2006 at a price per share equal to a
      20%
      discount from the market price per share of our common stock as of March 14,
      2006. The remaining 142,500 shares were issued to certain of the noteholders
      as
      an inducement to each noteholder agreeing to extend the maturity date of the
      notes from March 15, 2006 to April 30, 2006. On May 3, 2006, we issued and
      sold
      an additional aggregate of 124,700 shares of common stock to the noteholders
      as
      an inducement to each noteholder agreeing to the extending the maturity date
      of
      the notes from April 30, 2006 to June 30, 2006.





12


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.





We
      expect
      to seek additional capital through the sale of debt and/or equity securities
      in
      the second quarter of 2006 in order to fund our operating capital needs.





On
      September 12, 2005, we filed a lawsuit against Toyota Motor Corporation, Toyota
      Motor Sales U.S.A., Inc. and Toyota Motor Manufacturing North America in the
      United States District Court for the Middle District of Florida, Tampa Division,
      Tampa, Florida for infringement of our Electric Wheel patent. In the lawsuit
      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 and
      we
      are asking for an injunction barring further infringement as well as damages
      for
      the unauthorized use of our patent by Toyota and its affiliates.





On
      January 10, 2006, we filed a complaint with the United States International
      Trade Commission (ITC) in Washington D.C. seeking an exclusion order prohibiting
      the importation of infringing technology. On or about February 8, 2006, the
      ITC
      instituted an investigation based on our complaint. The ITC acts as an
      administrative investigative body to determine, among other things, whether
      or
      not goods imported into the United States infringe U.S. patents. If we are
      successful in our ITC action, Toyota could be prohibited from importing into
      the
      United States infringing combination motor and transmission systems and those
      products containing such systems, including the Toyota Prius and Highlander
      models. The ITC has scheduled the hearing on our complaint for October 30
      through November 3, 2006.





The
      patent infringement action brought in the United States District Court for
      the
      Middle District of Florida, Tampa Division, is stayed until the ITC case is
      completed.





Although
      the cost of litigation in these matters is often large, we have arranged
      financing from sources outside our company to fully fund the litigation to
      its
      conclusion. We provide more information about the arrangements we have made
      to
      fund this litigation in “Liquidity and Capital Resources” below.





On
      September 14, 2005, we issued an aggregate of 26,000 shares of our common stock
      to three employees of our company and one consultant in consideration for their
      services. On March 28, 2006, we issued 10,000 shares to one consultant in
      consideration of his services to our company.





On
      February 15, 2006, we completed a recapitalization of our Series A preferred
      stock whereby each outstanding share of Series A preferred stock and all accrued
      and unpaid dividends thereon were converted into five shares of common stock.
      At
      the time of the recapitalization there were 3,071,474 shares of Series A
      preferred stock outstanding. These shares were converted into 15,357,370 shares
      of common stock. In addition, on February 15, 2006, warrants to purchase an
      aggregate of 4,646,474 shares of common stock at an exercise price of $1.00
      per
      share were exchanged by the warrant holders for an aggregate of 2,323,237 shares
      of common stock, and on March 3, 2006, warrants to purchase an aggregate of
      750,000 shares of common stock at an exercise price of $1.00 per share were
      exchanged by the warrant holders for an aggregate of 375,000 shares of common
      stock. The warrants were held principally by the individuals and entities that
      had held the Series A preferred stock. The recapitalization and warrant exchange
      were effected on the basis of an exemption from registration provided by Section
      3(a)(9) of the Securities Act of 1933, as amended.





Prior
      to
      the recapitalization, Woodlaken LLC, a Connecticut limited liability company,
      served as the representative of the holders of the Series A preferred stock.
      Woodlaken had held an irrevocable proxy from each holder of Series A preferred
      stock to vote such holder’s shares of Series A preferred stock for directors and
      on other matters on which the Series A preferred stock was entitled to vote.
      Woodlaken was able to elect a majority of our board of directors and exercise
      significant influence over all matters requiring stockholder approval, including
      the approval of significant corporate transactions. As a result of the
      recapitalization, the proxies held by Woodlaken terminated.




13





**Results
      of Operations**





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





***Three
      Months Ended March 31, 2006 Compared With Three Months Ended March 31,
      2005***





For
      the
      quarter ended March 31, 2006 we incurred a non-cash loss of $5,667,569 on the
      extinguishment of redeemable preferred stock and other debt. The loss was
      measured by the excess of the market value of our common stock issued over
      the
      carrying value of the obligations including accrued accretion and interest.
      Last
      year we incurred a loss of $39,924 on a similar transaction.





For
      the
      three months ended March 31, 2006 we generated revenues of $5,365 as compared
      to
      $25,165 for the three months ended March 31, 2005, a decrease of $19,800. Cost
      of products sold for the three months ended March 31, 2006 was $2,569 generating
      a gross margin of $2,796. Cost of products sold for the three months ended
      March
      31, 2005 was $53,275 generating a loss of $28,110. The increase in our margin
      was due to a decrease in warranty replacement costs from prior year shipments.
      We believe we will improve our margins and, with an increase in sales, achieve
      economies of scale.





Salaries
      and benefits for the three months ended March 31, 2006 were $196,535 compared
      to
      $175,623 for the three months ended March 31, 2005, an increase of $20,912,
      or
      11.9%. This increase was due primarily to stock compensation above base pay
      to
      certain corporate officers.





Noncash
      compensation **** for
      the
      three months ended March 31, 2006 was $264,450 compared to $0 for the three
      months ended March 31, 2005. Noncash compensation for 2006 consisted of the
      market value of the Company’s common stock issued to directors, certain note
      holders, and an officer for services rendered and fees. 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 March 31, 2006 were $359,141 as compared to
      $209,512 for the three months ended March 31, 2005, an increase of $149,629,
      or
      71.4 %. Professional fees include $129,949 of non-cash charges funded on our
      behalf by Oliver Street Finance LLC and related to our patent litigation
      referred to in Note 5 to the Financial Statements contained in this Report.
      This
      increase is due primarily to costs associated with reporting to the SEC and
      necessary activities related to patent infringement litigation against Toyota
      Motor Company.





Advertising
      expense for the three months ended March 31, 2006 was $0 as compared to $10,340
      for the three months ended March 31, 2005, a decrease of $10,340, or 100%.
      The
      decrease in advertising expense was due to a reduction in our marketing
      personnel as well as a reduction in trade show attendance, publication
      advertisements and direct advertising activity.





Travel
      and entertainment costs for the three months ended March 31, 2006 were $14,800
      as compared to $61,145 for the three months ended March 31, 2005, a decrease
      of
      $46,345, or 75.8%. 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 March 31, 2006 was $8,228 as compared to $8,119 for
      the
      three months ended March 31, 2005, an increase of $109, or 1.3%. The increase
      resulted from an increase in our monthly rent.





Other
      general and administrative costs for the three months ended March 31, 2006
      were
      $126,478 as compared to $233,974 for the three months ended March 31, 2005,
      a
      decrease of $107,496, or 45.9%. We expect our general and administrative costs
      to remain stable in the second quarter of 2006. These costs primarily consisted
      of depreciation, amortization of intangibles, insurance, office supplies and
      equipment, and printing. The decrease reflected a reduction in
      staffing.





We
      incurred interest expense of $727,965 for the three months ended March 31,
      2006.
      Interest expense incurred for the three months ended March 31, 2005 was
      $653,038. The increase of $74,927 in interest expense was due primarily to
      interest accretion of $698,257 recorded on our redeemable Series A preferred
      stock.




14





We
      reported a net loss for the three months ended March 31, 2006 of $7,362,370.
      Our
      net loss for the three months ended March 31, 2005 was $1,419,785.





**Liquidity
      and Capital Resources**





Our
      available cash balance at March 31, 2006 was $7,785. We borrowed $1,247,000
      in
      short-term debt financing from certain of our principal stockholders and other
      investors between March 2005 and April 2006. 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 $353,000 of short-term debt financing. We expect
      to seek additional capital through the sale of debt and/or equity securities
      in
      the second quarter of 2006 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 three months ended March 31, 2006, we used net cash of $190,946 for
      operations. This consisted of a net loss of $7,362,370 offset by net noncash
      charges of $7,717,424. Additionally, we had net cash flows from financing
      activities of $197,000 consisting primarily of proceeds from notes payable
      to
      related parties.





On
      November 22, 2005, we entered into an agreement with Oliver Street Finance
      LLC
      in which Oliver Street agreed to provide funding to us to prosecute our
      litigation against Toyota Motor Corporation, Toyota Motor Sales U.S.A., Inc.
      and
      Toyota Motor Manufacturing North America. Oliver Street agreed to pay all legal
      fees and out-of pocket expenses billed by our special patent counsel, Mintz,
      Levin, Cohn, Ferris, Glovsky and Popeo, P.C., in connection with the litigation
      and approved by us in exchange for a portion of any recovery that we receive
      in
      the litigation equal to the greater of 40% of the recovery or the actual amount
      of legal fees and expenses Oliver Street pays on our behalf. Michael D’Amelio, a
      vice president and director of our company, is also affiliated with Oliver
      Street.





We
      presently do not have any plans to purchase a new facility or significant new
      equipment.





We
      have
      incurred significant operating losses and used cash in our operating activities
      for several consecutive years. As of March 31, 2006 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.





In
      order
      to fund the cash component of the purchase price for the Technipower acquisition
      and other possible acquisitions we intend to effect one or more private sales
      of
      equity or debt securities. We have not yet determined the terms or amount of
      the
      securities to be sold. However, any such securities will be offered and sold
      without registration under the Securities Act of 1933, as amended, and may
      not
      be reoffered or resold by the purchasers in the United States absent
      registration or an applicable exemption from the registration requirements
      of
      the Securities Act.





**Off-Balance
      Sheet Arrangements**





We
      have
      no off-balance sheet arrangements that have or are reasonably likely to have
      a
      current or future material effect on our financial condition, changes in
      financial condition, revenues or expenses, results of operations, liquidity,
      capital expenditures or capital resources.




15




**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,
                2005.





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.








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





We
      performed an evaluation under the supervision and with the participation of
      our
      management, including our chief executive 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 March 31, 2006. 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 chief executive and
      chief financial officer, concluded that based on the evaluation our disclosure
      controls and procedures were effective 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 March 31, 2006, that has materially
      affected, or is reasonably likely to materially affect, our internal control
      over financial reporting.




16





**PART
      II. OTHER INFORMATION**




**ITEM 1.**
              **Legal
                    Proceedings**
 On
        September 12, 2005, we filed a lawsuit against Toyota Motor Corporation,
        Toyota
        Motor Sales U.S.A., Inc. and Toyota Motor Manufacturing North America in
        the
        United States District Court for the Middle District of Florida, Tampa Division,
        Tampa, Florida for infringement of our Electric Wheel patent. In the lawsuit
        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 and
        we
        are asking for an injunction barring further infringement as well as damages
        for
        the unauthorized use of our patent by Toyota and its
        affiliates.





On
      January 10, 2006, we filed a complaint with the United States International
      Trade Commission (ITC) in Washington D.C. seeking an exclusion order prohibiting
      the importation of infringing technology. On or about February 8, 2006, the
      ITC
      instituted an investigation based on our complaint. The ITC acts as an
      administrative investigative body to determine, among other things, whether
      or
      not goods imported into the United States infringe U.S. patents. If we are
      successful in our ITC action, Toyota could be prohibited from importing into
      the
      United States infringing combination motor and transmission systems and those
      products containing such systems, including the Toyota Prius and Highlander
      models. The ITC has scheduled the hearing on our complaint for October 30
      through November 3, 2006.





The
      patent infringement action brought in the United States District Court for
      the
      Middle District of Florida, Tampa Division, is stayed until the ITC case is
      completed.





Except
      as
      set forth above, we do not believe there are any pending or threatened legal
      proceedings that, if adversely determined, would have a material adverse effect
      on us.


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


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





On
      January 1, 2006, we granted 150,000 shares of common stock each to two of our
      directors, Duane Crisco and David Parcells. These shares of common stock were
      granted in partial consideration for each person’s past contributions to our
      company and to encourage their continued service. The sales of these securities
      were determined to be exempt from registration under Section 4(2) of the
      Securities Act as transactions by an issuer not involving a public
      offering.





On
      January 27, 2006, we issued and sold 163,488 shares of common stock to John
      S.
      Brock Limited. These shares were issued in settlement of indebtedness arising
      from two promissory notes issued by us to John S. Brock Limited. The sale of
      these securities were 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
      January 23, 2006, we issued a warrant to purchase 100,000 shares of our common
      stock at a price of $0.40 per share to Crescent Communications in consideration
      for services to be provided pursuant to a Engagement Letter dated December
      1,
      2005. The transaction was deemed 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
      February 15, 2006, we completed a recapitalization of our Series A preferred
      stock whereby each outstanding share of Series A preferred stock and all accrued
      and unpaid dividends thereon were converted into five shares of common stock.
      At
      the time of the recapitalization, there were 3,071,474 shares of Series A
      preferred stock outstanding. These shares were converted into 15,357,370 shares
      of common stock. In addition, on February 15, 2006, warrants to purchase an
      aggregate of 4,646,474 shares of common stock at an exercise price of $1.00
      per
      share were exchanged by the warrant holders for an aggregate of 2,323,237 shares
      of common stock, and on March 3, 2006, warrants to purchase an aggregate of
      750,000 shares of common stock at an exercise price of $1.00 per share were
      exchanged by the warrant holders for an aggregate of 375,000 shares of common
      stock. The warrants were held principally by the individuals and entities that
      had held the Series A preferred stock. The recapitalization and warrant exchange
      were effected on the basis of an exemption from registration provided by Section
      3(a)(9) of the Securities Act.





On
      March
      13, 2006, we issued 175,439 shares of common stock to Medusa Management LLC.
      The
      shares were issued in connection with Medusa’s conversion of 120,000 shares of
      Series B preferred stock. In exchange for Medusa’s agreement to convert the
      shares of Series B preferred stock in accordance with the terms of the Series
      B
      preferred stock, we agreed to issue to Medusa additional shares of common stock
      equal to 50% of the number of shares issued upon conversion of the Series B
      preferred stock. The transaction was deemed to be exempt from registration
      under
      Section 4(2) of the Securities Act and Rule 506 thereunder as a sale by an
      issuer to an “accredited investor” in a transaction not involving a public
      offering.




17





On
      March
      15, 2006, we issued and sold an aggregate of 235,856 shares of common stock
      to
      the holders of certain promissory notes. Of these shares, 93,356 shares of
      common stock were issued upon conversion of accrued and unpaid interest on
      the
      promissory notes through February 28, 2006 at a price per share equal to a
      20%
      discount from the market price per share of our common stock as of March 14,
      2006. The remaining 142,500 shares were issued to the noteholders as an
      inducement to each noteholder agreeing to extend the promissory notes. The
      sales
      of these securities were determined to be exempt from registration under Section
      4(2) of the Securities Act as transactions by an issuer not involving a public
      offering.





On
      March
      28, 2006, we granted 25,000 shares to Sam Occhipinti, our chief financial
      officer, and 10,000 shares to a consultant. These shares of common stock were
      granted in partial consideration for each person’s past contributions to our
      company and to encourage their continued service to our company. The sales
      of
      these securities were determined to be exempt from registration under Section
      4(2) of the Securities Act as transactions by an issuer not involving a public
      offering.





On
      May 3,
      2006, we issued and sold an aggregate of 124,700 shares of common stock to
      the
      holders of certain promissory notes. These shares were issued to the noteholders
      as an inducement to each noteholder agreeing to extend the promissory notes.
      The
      sales of these securities were determined to be exempt from registration under
      Section 4(2) of the Securities Act as transactions by an issuer not involving
      a
      public offering.





On
      May 8,
      2006, in connection with the execution of a letter of intent to acquire Power
      Solutions, Inc., we issued and sold 100,000 shares of common stock to each
      of
      Myron Koslow and the Norman S. and Marian B. Berkowitz Revocable Trust.
      These shares were issued in consideration of Power Solutions, Inc.’s agreement
      to enter into the letter of intent. The sales of these securities were
      determined to be exempt from registration under Section 4(2) of the Securities
      Act of 1933 as transactions by an issuer not involving a public offering.





On
      May 8,
      2006, we issued and sold 10,000 shares of common stock to Floyd E. Johnson.
      These shares were issued in settlement of $22,265.00 **** of
      indebtedness arising from services rendered to us by FEJ Consulting. The sale
      of
      these securities was determined to be exempt from registration under Section
      4(2) of the Securities Act of 1933 as transactions 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.





**(b)
      Use of Proceeds**





Not
      applicable.





**(c)
      Repurchase of Securities**





We
      did
      not repurchase any shares of our common stock during the first quarter of 2006.




18





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


**Exhibit No.**
            
            **Description**10.1
            
            Note
                Extension Agreement dated March 15, 2006, among Solomon Technologies,
                Inc., Woodlaken LLC, Jezebel Management Corporation, Pinetree (Barbados),
                Inc. and Coady Family LLC*10.2
            
            Senior
                Secured Promissory Note issued to Peter and Barbara Carpenter dated
                April
                7, 2006*10.3
            
            Joinder
                Agreement by and between Solomon Technologies, Inc. and Peter and
                Barbara
                Carpenter dated April 7, 2006*10.4
            
            Senior
                Secured Promissory Note issued to Pascal Partners, LLC dated April
                10,
                2006*10.5
            
            Joinder
                Agreement by and between Solomon Technologies, Inc. and Pascal Partners,
                LLC dated April 10, 2006*10.6
            
            Note
                Extension Agreement dated as of April 28, 2006, among Solomon
                Technologies, Inc., Woodlaken LLC, Jezebel Management Corporation,
                Pinetree (Barbados), Inc., Coady Family LLC, F. Jay Leonard, Peter
                and
                Barbara Carpenter and Pascal Partners, 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 2002.99.1
            
            Transfer,
                Assignment and Assumption Agreement dated as of April 4, 2006 by
                and among
                Woodlaken LLC and Peter and Barbara Carpenter*99.2
            
            Transfer,
                Assignment and Assumption Agreement dated as of April 10, 2006 by
                and
                among Woodlaken LLC and Pascal Partners, LLC*





* Incorporated
      by reference from Amendment No. 1 to the Registration Statement on Form SB-2,
      File No. 333-131386, filed on May 10, 2006.




19





**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:
      May 15, 2006










**SOLOMON
      TECHNOLOGIES, INC.**







By:         
      /s/ Peter W. DeVecchis,
      Jr.


Peter
      W.
      DeVecchis, Jr.


President


(principal
      executive officer)







By:         
      /s/ Samuel F.
      Occhipinti


Samuel
      F.
      Occhipinti


Chief
      Financial Officer


(principal
      financial and accounting officer)





20




**EXHIBIT
        INDEX**
  **Exhibit No.**
              
              **Description**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.