**U.S.
      SECURITIES AND EXCHANGE COMMISSION**




WASHINGTON,
      D.C. 20549




**FORM
      10-KSB/A**




(Mark
      one)




**[X]
      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**




**SECURITIES
      EXCHANGE ACT OF 1934**




For
      the
      fiscal year ended March 31, 2005




**[
      ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE**




**SECURITIES
      EXCHANGE ACT OF 1934**




For
      the
      transition period from _______________ to ________________




*Commission
      File Number: 000-29780*




**SOLPOWER
      CORPORATION**




(Name
      of
      Small Business Issuer in its Charter)






**Nevada**
            **87-0384678**(State
                or other jurisdiction of
                incorporation ororganization)
            (IRS
                EmployerIdentification
                No.)**11555
                Heron Bay Boulevard Suite 200Coral
                Springs, FL**
            **33076**(Address
                of principal executive offices)
            (Zip
                Code)





**(954)
                603-0520**
              (Issuer's
                telephone number)







Securities
      registered under Section 12(b) of the Exchange Act: None




Securities
      registered under Section 12(g) of the Exchange Act:




Common
      Stock, $.01 par value per share




(Title
      of
      Class)




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes___ No _X_.




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. [ ]




Registrant's
      revenues for the fiscal year ended March 31, 2005 were $1,128,111.




The
      aggregate market value of the common stock held by non-affiliates computed
      based
      on the closing price of such stock on March 31, 2005 was approximately
      $11,653,251.




The
      number of shares outstanding of the registrant's classes of common stock, as
      of
      March 31, 2005 was 69,309,727 shares. No shares of the registrant's preferred
      stock were outstanding.




Documents
      incorporated by reference: None.




Transitional
      Small Business Disclosure Format (check one): Yes___ No _X_ .







1




**EXPLANATORY
      NOTE**




The
      purpose of this amendment is to add Item 8A “Controls and Procedures” that was
      inadvertently omitted from the original filing and to correct an error in the
      Section 302 certification.


2




**Item
      8A. CONTROLS AND PROCEDURES.**




**Evaluation
      of Disclosure Controls and Procedures**






As
      of
      March 31, 2005, we carried out an evaluation, under the supervision and with
      the
      participation of our Chief Executive Officer and Chief Financial Officer, of
      the
      effectiveness of the design and operation of our disclosure controls and
      procedures. Based on this evaluation, our Chief Executive Officer and Chief
      Financial Officer concluded that our disclosure controls and procedures were
      effective in ensuring that information required to be disclosed by us in our
      periodic reports is recorded, processed, summarized and reported, within the
      time periods specified for each report and that such information is accumulated
      and communicated to our management, including our principal executive and
      principal financial officers, or persons performing similar functions, as
      appropriate to allow timely decisions regarding required
      disclosure.






**Changes
      in Internal Controls** ****






During
      the quarter ended March 31, 2005, there had been no significant changes in our
      internal controls that could significantly affect those controls subsequent
      to
      the date of their last valuation.




















3


In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




**SOLPOWER
              CORPORATION**Dated: April
              5, 2007
            By:
            /s/ James
              H.
              HirstJames
              H. HirstChief
              Executive Officer




**BOARD
        OF DIRECTORS**




Date: April
              5, 2007
            By:
            /s/ Fraser
              M
              Moffat IIIFraser
              M. Moffat IIIChairman




Date: April
              5, 2007
            By:
            /s/ James
              H.
              HirstJames
              H. Hirst






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