U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-K/A
                                 Amendment No. 1
                
                                 Current Report

                Pursuant to Section 13 or 15(d) of the Securities
                  Exchange Act of 1934 Date of Report (Earliest
                         event reported): March 19, 1999


                              SOLPOWER CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)



         Nevada                        0-29780                    87-0384678
(State of incorporation)        (Commission File Number)      (I.R.S. Employer
                                                             Identification No.)


                       7309 East Stetson Drive, Suite 102
                            Scottsdale, Arizona 85251
                    (Address of Principal/Executive Offices)


                                  602-947-6366
               (Registrant's telephone number including area code)

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

On March 19, 1999, Solpower Corporation (the "COMPANY") elected to terminate its
relationship  with  Clancy  & Co.  PLLC,  as the  Company's  independent  public
accountants.

Clancy & Co. PLLC's report on the  financial  statements  for either of the past
two years did not contain an adverse opinion or a disclaimer opinion, nor was it
qualified or modified as to uncertainty, audit scope or accounting principles.

The  decision  to change  accountants  was  approved by the  Company's  Board of
Directors.

During the  Company's two most recent  fiscal years and any  subsequent  interim
period  preceding the dismissal  there were no  disagreements  with Clancy & Co.
PLLC on any matter of accounting  principals or practices,  financial  statement
disclosure or auditing scope or procedure,  which disagreement,  if not resolved
to the  satisfaction of Clancy & Co. PLLC would have caused Clancy & Co. PLLC to
make a reference to the subject matter of this  disagreement  in connection with
its report.

The Company has requested  that Clancy & Co. PLLC review this Report and furnish
the  Company  with a  letter  addressed  to the  Commission  containing  any new
information,  clarification of the Company's  expression of its views, or in any
respect  in which it does not  agree  with the  statements  made by the  Company
herein.  Such letter,  which states that Clancy & Co. PLLC is in agreement  with
the statements herein, is attached as Exhibit 1.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
hereunto duly authorized.

Dated: March 25, 1999                     SOLPOWER CORPORATION


                                          /s/ James H. Hirst
                                             ---------------------------
                                              James H. Hirst
                                              Chief Executive Officer