Mail Stop 7010

	December 8, 2005


Mr. Robert Kohn
Solpower Corporation
11555 Heron Bay Boulevard
Suite 200
Coral Springs, FL 33076

	RE:  	Solpower Corporation
		Form 8-K Item 4.01
		Filed December 5, 2005
		File No. 0-29780

Dear Mr. Kohn:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      	Please understand that the purpose of our review process
is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone number listed
at
the end of this letter.

1. Please revise the Form to state whether the former accountant
resigned, declined to stand for re-election or was dismissed, and
the
specific date, as required by Item 304(a)(1)(i) of Regulation S-B.
The disclosure should also indicate whether the board of directors
recommended or approved the decision to change accountants.

2. Amend the report to include all of the information required by
Item
304 of Regulation S-B.  Specifically, the disclosure should state
whether during your two most recent fiscal years and any
subsequent
period through the date of dismissal there were any disagreements
with
the former accountant on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the
satisfaction
of the former accountant, would have caused it to make reference
to
the subject matter of the disagreement(s) in connection with its
reports.  In the event of disagreement(s) and/or reportable
event(s),
provide the specific disclosures required by Item 304(a)(1)(iv) of
Regulation S-B.  Please amend your report, file the amendment
under
cover of Form 8-KA and include the Item 4 designation.  Please
also
include the letter from your former accountants filed as an
Exhibit
16.

3. Please advise us about the following:

- - We were unable to confirm that your independent accountant,
Meyler &
Company, LLC is currently licensed in Florida.
- - We assume that the operations and assets of your company are
located
in Florida. Tell us why you selected a New Jersey accounting firm
to
perform your audit.
- - Tell us if the audit will be performed in Florida or New Jersey.
- - Tell us how you have met those requirements to provide financial
statements audited by an auditor who meets the requirements of
Rule 2-
01(a) of Regulation S-X.
- - Tell us what consideration you have given to Florida state laws
governing audits of Florida companies performed by accountants who
are
licensed by other states


*****

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.




      Please file your supplemental response via EDGAR in response
to
these comments within 5 business days of the date of this letter.
Please note that if you require longer than 5 business days to
respond, you should contact the staff immediately to request
additional time.  You may wish to provide us with marked copies of
each amended filing to expedite our review.  Direct any questions
regarding the above to the undersigned at (202) 551-3747.


							Sincerely,



								Patricia Armelin
								Staff Accountant
??

??

??

??

Mr. Robert Kohn
Solpower Corporation
December 8, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE