Good Vibrations Shoes (GVSI) 10QSB 2008 Q0 Quarterly report (small business)

U.S. Securities and Exchange Commission

Washington, D.C. 20549

____________________

Form 10-QSB

____________________

	(Mark One)
x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended December 31, 2007
o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act

For the transition period from _____________ to _______________

____________________

Commission File Number: 000-29780

____________________

Solpower Corporation

(Exact name of Registrant as specified in its charter)

Nevada	87-0384678
(State or other jurisdiction of  incorporation or organization)	(IRS Employer Identification No.)

307 East 22nd Street

San Pedro, CA 90731

(Address of principal executive offices)

(310) 940-6408

(Issuer’s telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes           X           No 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

Yes          No           X 

The number of shares outstanding of each of the issuer’s classes of common equity was 9,126,094 shares of common stock, par value $0.001, as of February 11, 2008.

Transitional Small Business Disclosure Format (check one):

Yes              No           X

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Solpower Corporation

Index to Form 10-QSB Filing

For the Quarter Ended December 31, 2007

Table of Contents

Part I
Financial Information
		Page
Item 1.	Financial Statements	3
	Balance Sheet December 31, 2007 (Unaudited)	3
	Statements of Operations for the Three and Nine Months Ended December 31, 2007 (Unaudited) and 2006 (Unaudited)	4
	Statements of Cash Flows for the Nine Months Ended December 31, 2007 (Unaudited) and 2006 (Unaudited)	5
	Notes to the Unaudited Financial Statements	6
Item 2.	Management’s Discussion and Analysis or Plan of Operations	8
Item 3.	Controls and Procedures	11
Part II
Other Information
Item 1.	Legal Proceedings	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3.	Defaults Upon Senior Securities	11
Item 4.	Submission of Matters to a Vote of Security Holders	11
Item 5.	Other Information	11
Item 6.	Exhibits	11
Signatures		12
Certifications		13

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Part I

Financial Information

Item 1.   Financial Statements

SOLPOWER CORPORATION

 BALANCE SHEET

December 31, 2007

(Unaudited)

ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	35,763
Prepaid expenses		14,887
Total Current Assets		50,650
TOTAL ASSETS	$	50,650
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
Customer advances	$	379,502
Accounts payable - trade		196,341
- related parties		121,693
Accrued expenses		148,688
Total Current Liabilities		846,224
Commitments and Contingencies
STOCKHOLDERS' (DEFICIT):
Preferred stock, $0.001 par value - 5,000,000 shares
authorized; issued and outstanding, none		-
Common stock, $.001 par value - 10,000,000 shares
authorized; 9,126,094  shares issued and outstanding		9,126
Additional paid in capital		13,482,096
Deferred stock compensation		(66,666	)
Accumulated (deficit)		(14,220,130	)
Total Stockholder's (Deficit)		(795,574	)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$	50,650

The accompanying notes are an integral part of these financial statements.

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SOLPOWER CORPORATION

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Month Ended
	December 31,						December 31,
	2007			2006			2007			2006
NET REVENUES	$	92,995		$	65,000		$	228,217		$	320,592
COST OF REVENUES		43,157			22,255			95,266			138,764
GROSS PROFIT		49,838			42,745			132,951			181,828
OPERATING EXPENSES:
Administration compensation and consulting		18,000			18,000			54,000			52,100
Accounting and legal		28,708			28,469			84,584			74,152
Sales and marketing		28,108			32,110			84,661			90,740
Other general and administrative		27,923			23,876			65,312			64,996
		102,739			102,455			288,557			281,988
(LOSS) FROM OPERATIONS		(52,901	)		(59,710	)		(155,606	)		(100,160	)
OTHER INCOME (EXPENSE):
Cost associated debt conversion		(55,000	)		-			(55,000	)		-
Exchange rate differential		-			1,055			-			1,488
Royalty income		-			4,389			-			9,399
Interest expense		(163	)		(194	)		(627	)		(695	)
		(55,163	)		5,250			(55,627	)		10,192
(LOSS) BEFORE PROVISION FOR		(108,064	)		(54,460	)		(211,233	)		(89,968	)
INCOME TAXES
PROVISION FOR INCOME TAXES		-			-			-			-
NET (LOSS)	$	(108,064	)	$	(54,460	)	$	(211,233	)	$	(89,968	)
Basic and Diluted (Loss) Per Common Share	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.01	)
Weighted Average Number of Common Shares Outstanding
Basic and Diluted		7,807,616			7,055,973			7,420,639			7,055,973

The accompanying notes are an integral part of these financial statements.

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SOLPOWER CORPORATION

 STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	December 31,
	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net  (loss)	$	(211,233	)	$	(89,968	)
Adjustments to reconcile net (loss)  to
net cash (used in) provided by operating activities:
Depreciation and amortization		-			4,500
Cost associated with debt conversion		55,000			-
Stock compensation		13,334			-
Net change in current assets and liabilities:
Accounts receivable		-			32,994
Royalties receivable		-			(10,887	)
Prepaid expense		(3,084	)		(5,645	)
Inventory		52,274			92,993
Deposits		-			350
Accounts payable - trade		45,016			(23,020	)
- related parties		(7,270	)		(34,458	)
Accrued expenses		12,435			76,021
Net Cash (Used in) Provided by Operating Activities		(43,528	)		42,880
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft		-			(587	)
Net customer advances		59,400			(28,371	)
Net Cash Provided by (Used in) Financing Activities		59,400			(28,958	)
INCREASE IN CASH AND CASH EQUIVALENTS		15,872			13,922
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		19,891			-
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	35,763		$	13,922

The accompanying notes are an integral part of these financial statements.

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SOLPOWER CORPORATION

Notes to the Unaudited Financial Statements

NOTE 1 - ORGANIZATION AND OPERATIONS

Organization

Solpower Corporation (the “Company”), formerly known as Virtual Technologies, Inc. and Dynafuel Corporation, was incorporated under the laws of the State of Utah on June 7, 1982.

The Company was originally incorporated with an authorized capital of 30,000,000 shares of common stock with a par value of one cent ($0.01) per share. On December 12, 1995, the Company amended its articles of incorporation, changing its name to Virtual Technologies, Inc. and authorizing preferred stock of 5,000,000 shares at $0.25 par value. On July 22, 1996, the Company changed its legal domicile to the State of Nevada. On November 22, 1997, the Company restated the articles of incorporation, changing its name to Solpower Corporation and changing its preferred stock par value to one-tenth of one cent ($.001) per share. On December 11, 2000, at the Annual Shareholders’ Meeting, shareholders approved an amendment to the Company’s articles of incorporation to increase the authorized shares of common stock to 100,000,000. On December 22, 2007, by unanimous written action of the Board of Directors, the Company authorized a one for ten reverse split of the Company’s common stock.  The reverse split was affected on January 14, 2008.  All references in the financial statements and notes to the financial statements, the number of shares, change in par value to $0.001 and share amounts have been retroactively restated to reflect the reverse split.

Nature of Operations

The current principal business purpose of the Company is the sales and distribution of Soltron®, a fuel-enhancing product. The Company has the exclusive worldwide sales, distribution, marketing and manufacturing rights to the product, Soltron®, a fuel enhancing product.

NOTE 2 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Solpower Corporation have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report for the fiscal year ended March 31, 2007, on Form 10-KSB filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Notes to the financial statements, which would, substantially duplicate the disclosure contained in the audited financial statements for fiscal 2007 as reported in the Form 10−KSB have been omitted.

NOTE 3 - GOING CONCERN

The accompanying unaudited financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company historically has experienced significant losses and negative cash flows from operations. As of December 31, 2007, the Company has a deficiency in working capital of $(795,574), an accumulated (deficit) of $(14,220,130) and a net (loss) for the nine months ended December 31, 2007, of $(211,233). In addition, the Company does not have a revolving credit facility with any financial institution. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on raising additional capital, negotiating adequate financing arrangements and on achieving sufficiently profitable operations. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Comprehensive Income (Loss)

Statement of Financial Accounting Standards (“SFAS”) No. 130, Reporting Comprehensive Income, establishes requirements for disclosure of comprehensive income and its components, which include, among other items, unrealized gains or losses from marketable securities and foreign currency translation adjustments that previously were only reported as a component of stockholders’ equity.  The Company had no components of comprehensive income (loss) during the periods presented.

Loss per Common Share

Basic loss per common share is computed based on weighted average shares outstanding and excludes any potential dilution from stock options, warrants and other common stock equivalents. Basic loss per share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net loss per common share reflects potential dilution from the exercise or conversion of securities into common stock or from other contracts to issue common stock. Diluted net loss per common share is not included, as the effect of including these shares is anti-dilutive.

NOTE 5 - INTANGIBLE ROYALTY AGREEMENT

In accordance with SFAS No. 144, the Company was required to assess the recoverability of the Intangible Royalty Agreement relating to the disposal of Virtual Technologies. In performing this assessment, the primary factor considered by Management is the fact that no royalties under this royalty agreement have been collected since its inception. As such, management determined that this royalty agreement was impaired and reduced the value to zero at March 31, 2007, due to the uncertainty of collecting the royalty payments.

Amortization expense charged to operations for the nine months ended December 31, 2007 and 2006, was $- 0 - and $4,500, respectively.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

On November 2, 2007, the Company signed a two year Consulting Agreement with a company to provide strategic consulting services to the Company in the areas of local and international markets of our technologies, seeking strategic partners and investors and assisting in expanding our business core base. Pursuant to the Consulting Agreement, the consultant is to be paid an annual consulting fee of $80,000 per year, which the Company can pay in cash or shares of the Company’s common stock. The Company issued 800,000 shares of common stock on November 2, 2007, for the first year consulting fee.

NOTE 7 - STOCKHOLDER’S (DEFICIT)

Changes in Common Stock

On December 22, 2007, by unanimous written action of the Board of Directors, the Company authorized a one for ten reverse split of the Company’s common stock. The reverse split also reduced the authorized shares of common stock to ten million (10,000,000) and changed the par value to $0.001. The reverse split was affected on January 14, 2008. The reverse split has been retroactively stated in the financial statements for the periods presented. As a result rounding shares on the reverse split, an additional 121 shares were issued at the par value of $0.001 per share.

On November 2, 2007, pursuant to the terms of a Consulting Agreement, the Company issued 800,000 shares of restricted common stock for investor relations and strategic consulting service at a value of $80,000, based on the fair market value on the transaction date. This amount has been recorded as deferred stock compensation, of which $13,334 has been expensed as stock compensation expense as of December 31, 2007.

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On December 19, 2007, the Company issued 1,100,000 shares of restricted common stock based on the fair market of $165,000 on the date of the transaction, to two individuals for the conversion of an accounts payable and accrued liability aggregating $110,000. The transaction resulted in a $55,000 charge to operations related to cost of debt conversion.

Warrants

At December 31, 2007, the Company had no outstanding warrants.

Options

At December 31, 2007, the Company had no outstanding options. During the nine months ended December 31, 2007, options to purchase 100,000 shares of restricted common stock at $1.50 expired.

NOTE 8 – CHANGE IN MANAGEMENT

On May 1, 2006, the Board of Directors of the Company accepted the resignation of Mr. Robert Kohn and appointed Mr. James Hirst as President, Chief Executive and Principal Accounting Officer.

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

THIS FORM 10-QSB MAY CONTAIN CERTAIN “FORWARD-LOOKING” STATEMENTS AS SUCH TERM IS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND BY THE SECURITIES AND EXCHANGE COMMISSION IN ITS RULES, REGULATIONS AND RELEASES, WHICH REPRESENT THE REGISTRANT’S EXPECTATIONS OR BELIEFS, INCLUDING BUT NOT LIMITED TO, STATEMENTS CONCERNING THE REGISTRANT’S OPERATIONS, ECONOMIC PERFORMANCE, FINANCIAL CONDITION, GROWTH AND ACQUISITION STRATEGIES, INVESTMENTS, AND FUTURE OPERATIONAL PLANS.  FOR THIS PURPOSE, ANY STATEMENTS CONTAINED HEREIN THAT ARE NOT STATEMENTS OF HISTORICAL FACT MAY BE DEEMED TO BE FORWARD-LOOKING STATEMENTS.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WORDS SUCH AS “MAY”, “WILL”, “EXPECT”, “BELIEVE”, “ANTICIPATE”, “INTENT”, “COULD”, “ESTIMATE”, “MIGHT”, “PLAN”, “PREDICT” OR “CONTINUE” OR THE NEGATIVE OR OTHER VARIATIONS THEREOF OR COMPARABLE TERMINOLOGY ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS.  THESE STATEMENTS BY THEIR NATURE INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES, CERTAIN OF WHICH ARE BEYOND THE REGISTRANT’S CONTROL, AND ACTUAL RESULTS MAY DIFFER MATERIALLY DEPENDING ON A VARIETY OF IMPORTANT FACTORS, INCLUDING UNCERTAINTY RELATED TO ACQUISITIONS, GOVERNMENTAL REGULATION, MANAGING AND MAINTAINING GROWTH, THE OPERATIONS OF THE COMPANY AND ITS SUBSIDIARIES, VOLATILITY OF STOCK PRICE AND ANY OTHER FACTORS DISCUSSED IN THIS AND OTHER REGISTRANT FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. THE COMPANY DOES NOT INTEND TO UNDERTAKE TO UPDATE THE INFORMATION IN THIS FORM 10-QSB IF ANY FORWARD-LOOKING STATEMENT LATER TURNS OUT TO BE INACCURATE. THE FOLLOWING SHOULD BE READ IN CONJUNCTION WITH THE INFORMATION PRESENTED IN THE COMPANY’S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED MARCH 31, 2007.

Going Concern

The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have historically experienced significant losses and negative cash flows from operations. For the nine-month period ended December 31, 2007, we had net (loss) of $(211,233). Operations have resulted in a deficiency in working capital of $(795,574), and an accumulated (deficit) of $(14,220,,130) as of December 31, 2007.

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There can be no assurance that the Company will be able to continue as a going concern in view of its financial condition. Our continued existence will depend upon its ability to obtain sufficient additional capital in a timely manner to fund its operations and to further develop its long-term business plan. Any inability to obtain additional financing will have a material adverse effect on us, including possibly requiring the Company to significantly reduce or cease its operations.

These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Off-Balance Sheet Arrangements

During the quarter ended December 31, 2007, we did not engage in any off balance sheet arrangements as defined in item 303(c) of the SEC’s Regulation S-B.

Critical Accounting Policies

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which require us to make estimates and judgments that significantly affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements. Note 2, “Significant Accounting Policies” in the Notes to the Financial Statements in our Annual Form 10-KSB at March 31, 2007, describes our significant accounting policies which are reviewed by management on a regular basis.

An accounting policy is deemed by us as critical if it requires an accounting estimate to be made based on assumptions about matters that are uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonable likely to occur periodically, could materially impact the financial statements. The policies and estimates that we believe are most critical to the preparation of our consolidated financial statements and that require a higher degree of judgment are:

Stock-based compensation; and

Valuation of warrants and options under the Black-Scholes option pricing model.

Operating Results for the Three Months Ended December 31, 2007 and 2006

Revenues

Revenues for the three months ended December 31, 2007, were $92,995 as compared to $65,000 for the comparable three months ended December 31, 2006. The increase in revenues of $27,995 was mainly attributable to increased bulk Soltron®sales to a major distributor for private labeling. Sales to our major distributors do not recur on a consistent quarterly basis, and have decreased due to slower commercial sales in California and overseas markets.

Gross Profit

Gross profit for the three months ended December 31, 2007 amounted to $49,838 or 53.6% as compared to gross profit of $42,745 or 65.8% for the three months ended December 31, 2006. The decrease of 12.2% in gross profit margin resulted from higher profit margins on the Soltron® enzyme concentrate sales which constituted all the sales in the prior reporting period and 63.3% in the current reporting period.

Operating Expenses

Operating expenses for the three months ended December 31, 2007, were $102,739 as compared to $102,455 for the comparable period ended December 31, 2006, which constitutes an increase of $284. The increase is primarily comprised of increases in rent expense of $3,000 and, investor relations of $13,334 in other general and administrative.   These increases were offset by decreases in sales and marketing aggregating $4,002, amortization of $1,500, insurance of $2,766, telephone of $1,402 and travel aggregating $6,172.

Net (Loss)

The Company’s net (loss) for the three months ended December 31, 2007, was $(108,064) as compared to net (loss) of $(54,460) for the comparable period ending December 31, 2006. The increase in net (loss) of $53,604for the current period is mainly attributable to the Company recognizing a $55,000 charge to operations for costs associated with debt conversion and offset bythe Company generating an increase in gross profit in the current reporting period as detailed above.

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Operating Results for the Nine Months Ended December 31, 2007 and 2006

Revenues

Revenues for the nine months ended December 31, 2007, were $228,217 as compared to $320,592 for the comparable nine months ended December31, 2006. The decrease in revenues of $92,375 was mainly attributable to decreased bulk Soltron®enzymesales to a major distributor for private labeling aggregating $30,000 and decreased sales to our major Soltron® distributor aggregating $57,375. Sales to our major distributors do not recur on a consistent quarterly basis, and have decreased due to slower commercial sales in California and overseas markets.

Gross Profit

Gross profit for the current nine months ended December 31, 2007, was $132,951, or 58.3%, as compared to the nine months ended December 31, 2006, of $181,828, or 56.7%. Total gross profit generated for the nine months ended December  31, 2007, decreased $48,877 from the prior year comparable period and was mainly due to the fact that no revenues were  generated in the quarter ended September 30, 2007. The increase in gross profit margin of 1.6% resulted primarily from higher margins on sales of bulk enzyme product as compared to sales of bulk Soltron® product. Our sales mix in the current year period are comprised of enzyme product of 65.7% and  Soltron® product of 34.3%, as compared to the prior year period sales mix of enzyme product of 56.2% and  for private labeling of 43.8%.

Operating Expenses

Operating expenses for the nine months ended December 31, 2007, were $288,557 as compared to $281,988 for the comparable period ended December 31, 2006, which constitutes an increase of $6,569. The increase is primarily comprised of increases in accounting and legal fees incurred in getting our SEC reporting current of $10,432 and administration compensation and consulting of $1,900.These increases were offset by decreased sales and marketing costs aggregating $6,079.

Net (Loss)

The Company’s net (loss) for the nine months ended December 31, 2007, was $(211,233) as compared to net (loss) of $(89,968) for the comparable period ending December 31, 2006. The increase in net (loss) for the current period of $(121,265) is attributable to the Company generating no revenues and gross profit during the three month period ending September 30, 2007, and the Company recognizing a $55,000 charge to operations for costs associated with debt conversion.

Plan of Operation

We continue to historically report significant losses. Nevertheless, we believe that we may be able to continue to reduce our operating losses based on increasing Soltron® enzyme concentrate sales product sales for private labeling.  As a result of discussions with distributors we anticipate increased sales of the Soltron® during 2008, mainly in the area of sales Soltron®   enzyme concentrate and potential increased Soltron® product sales overseas.

During our fiscal years ended March 31, 2007 and 2006, and continuing into fiscal year 2008, the Company has been in the middle stages as a development company seeking to find the complementary mix of products and projects for future development, marketing and distribution. The Company continues to explore the total distribution and marketing for its products through established distributors, both wholesale and retail. The Company anticipates that this methodology will continue to enable it to cut costs, increase the revenue stream and increase profits over the long range. Although gross profits may decrease initially with certain revenues going to the benefit of the distributors, we believe that the Company’s revenues, profits and cash flow will increase in the long term as a result of this methodology as more distributors penetrate and sell through to the end users of these products. Distribution of the enzyme technology utilizing a private labeling arrangement has proven effective by increasing revenue in that sector, gross profit and eliminating distribution costs.

Part of our business plan is to arrange adequate financing to assist the Company to implement our business strategies. The Company anticipates continuing to explore the expansion of additional product lines or business segments with environmentally friendly products with established marketplaces and to accomplish these through mergers and acquisitions. We are also going to concentrate on revenue based acquisitions and projects that address environmental challenges such as climate change, renewable energy development and reduction of “carbon footprints”. Our objective is to capitalize on the growth potential in the global environmental market.

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We have brought all our financial reporting requirements current. On January 14, 2008, we resumed trading on the OTCBB. We are now a fully reporting company and structured to launch our strategies involving board appointments, acquisitions and financing facilities.

Liquidity and Capital Reserves

Product sales did not provide sufficient working capital to fund our operations during the nine months ended December 31, 2007. Our operating activities used $(43,528) of cash during the period. During this period, we received increased customer advances of $59,400 to help cover this utilization. During the comparative period for the previous year, we provided $42,880 from operating activities, which was offset by decreasing customer advances by $28,371.

Item 3 – Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Under the supervision of, and the participation of, our management, including our Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of our disclosure controls and procedures as of December 31, 2007.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective in alerting them on a timely basis to material information required to be disclosed in our periodic reports and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Controls

During the quarter ended December 31, 2007, there were no changes in the our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Part II

Other Information

Item 1. Legal Proceedings

None

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

None.

Item 3.          Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits

(a)   The following exhibits are filed as part of this report:

31.1	Certification of Chief Executive Officer and Principal Accounting Officer of Periodic Report pursuant to Rule  13a-14a and Rule 15d-14(a).
32.1	Certification of Chief Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C. – Section 1350.

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SIGNATURES:

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SOLPOWER CORPORATION
Date:  February 13, 2008	By:	/s/ James H. Hirst
		James H. Hirst
		Chief Executive Officer, President, Director and Principal Accounting Officer

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