UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934
                For the quarterly period ended September 30, 2004

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934
                  For the transition period from _____ to ____


                         Commission File Number: 1-5742

                             OCEAN POWER CORPORATION
                 (Name of small business issuer in its charter)

             Delaware                                         94-3350291
 (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                         Identification No.)

   c/o Halperin Battaglia Raicht, LLP
     555 Madison Avenue, 9th Floor
           New York, New York                                   10022
(Address of principal executive offices)                      (Zip Code)


                                 (212) 765-9100
                           (Issuer's telephone number)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
section 13 or 15(d) of the Securities 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). [X] Yes  [ ] No

Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. [ ] Yes   [X] No

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

              56,182,746 shares outstanding as of January 28, 2008

Transitional Small Business Disclosure Format: [ ]Yes  [X] No
<PAGE>
NOTE:  Unless otherwise  indicated,  this Form 10-QSB of Ocean Power Corporation
(the "Company")  speaks as of the date of the filing thereof with the Securities
and  Exchange  Commission  ("SEC").  On March 1,  2002,  due to  non-payment  of
applicable taxes the Company's  original charter became inoperative and void. On
October 25, 2007,  the Company filed a certificate of renewal and revival of its
charter  in the state of  Delaware.  During  the  period  from  March 1, 2002 to
October 25, 2007, the name Ocean Power was obtained by an unrelated  entity upon
proper  filing with the State of  Delaware.  As such,  as part of the  Company's
renewal and  revival of its  charter,  the  Company  changed its name from Ocean
Power Corporation to OPC Liquidation Corporation.


<PAGE>


                         PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)

                   UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2004
<PAGE>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                           Consolidated Balance Sheet


                                     ASSETS
                                     ------

                                                                   September 30,
                                                                       2004
                                                                   ------------
                                                                    (Unaudited)

CURRENT ASSETS

   Cash - restricted                                               $    183,929
                                                                   ------------

     Total Current Assets                                               183,929
                                                                   ------------

EQUIPMENT, NET                                                               --
                                                                   ------------

TOTAL ASSETS                                                       $    183,929
                                                                   ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

CURRENT LIABILITIES

   Accounts payable                                                $  2,672,301
   Accrued expenses                                                   9,934,641
   Notes payable - related parties                                    1,033,469
   Notes and convertible debentures payable - current portion         8,674,884
                                                                   ------------

     Total Current Liabilities                                       22,315,295
                                                                   ------------

     Total Liabilities                                               22,315,295
                                                                   ------------
STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock: 20,000,000 shares authorized of
    $0.001 par value; no shares outstanding                                  --
   Common stock: 500,000,000 shares authorized of
    $0.01 par value; 56,182,746 shares issued
    and outstanding                                                     561,827
   Additional paid-in capital                                        35,169,137
   Deficit accumulated during the development stage                 (57,862,330)
                                                                   ------------

     Total Stockholders' Equity (Deficit)                           (22,131,366)
                                                                   ------------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)                                                    $    183,929
                                                                   ============


            The accompanying footnotes are an integral part of these
                       consolidated financial statements

                                       2
<PAGE>
<TABLE>
<CAPTION>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                Consolidated Statements of Operations (Unaudited)



                                                                                                           From
                                                 For the                        For the                Inception on
                                            Three Months Ended              Nine Months Ended            March 26,
                                               September 30,                   September 30,           1992 Through
                                       ----------------------------    ----------------------------    September 30,
                                           2004            2003            2004            2003            2004
                                       ------------    ------------    ------------    ------------    ------------
<S>                                    <C>             <C>             <C>             <C>             <C>
REVENUES                               $         --    $         --    $         --    $         --    $         --
                                       ------------    ------------    ------------    ------------    ------------
EXPENSES

   General and administrative                12,284          18,299          26,079         321,690         404,565
   Depreciation and amortization                 --              --              --          15,964          15,964
                                       ------------    ------------    ------------    ------------    ------------

     Total Expenses                          12,284          18,299          26,079         337,654         420,529
                                       ------------    ------------    ------------    ------------    ------------

     LOSS FROM OPERATIONS                   (12,284)        (18,299)        (26,079)       (337,654)       (420,529)
                                       ------------    ------------    ------------    ------------    ------------
OTHER INCOME (EXPENSE)

   Interest income                               34              44             103             100             247
   Gain (loss) on sale of assets                 --          80,000              --       1,723,486       1,723,486
   Interest expense                          (9,077)         (9,078)        (27,036)        (24,729)     (8,859,809)
                                       ------------    ------------    ------------    ------------    ------------

     Total Other Income (Expense)            (9,043)         70,966         (26,933)      1,698,857      (7,136,076)
                                       ------------    ------------    ------------    ------------    ------------
INCOME (LOSS) BEFORE
 INCOME TAXES                               (21,327)         52,667         (53,012)      1,361,203      (7,556,605)

   Income tax expense                            --              --              --              --         113,429
                                       ------------    ------------    ------------    ------------    ------------
INCOME (LOSS) BEFORE
 DISCONTINUED OPERATIONS                    (21,327)         52,667         (53,012)      1,361,203      (7,670,034)

   (Loss) from discontinued
    operations                                   --              --              --              --     (50,192,296)
                                       ------------    ------------    ------------    ------------    ------------

NET INCOME (LOSS)                      $    (21,327)   $     52,667    $    (53,012)   $  1,361,203    $(57,862,330)
                                       ============    ============    ============    ============    ============

BASIC AND DILUTED INCOME (LOSS) PER
 SHARE

   Income (loss) before discontinued
    operations                         $      (0.00)   $       0.00    $      (0.00)   $       0.02
   Discontinued operations                     0.00            0.00            0.00            0.00
                                       ------------    ------------    ------------    ------------

     Net income (loss)                 $      (0.00)   $       0.00    $      (0.00)   $       0.02
                                       ============    ============    ============    ============
WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                   56,182,746      56,182,746      56,182,746      56,182,746
                                       ============    ============    ============    ============
</TABLE>

            The accompanying footnotes are an integral part of these
                       consolidated financial statements

                                       3
<PAGE>
<TABLE>
<CAPTION>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
            Consolidated Statements of Stockholders' Equity (Deficit)


                                                                                                       Deferred          Deficit
                                                                                                      Consulting       Accumulated
                                                 Common Stock            Additional        Other        Expense        During the
                                          ---------------------------      Paid-In     Comprehensive   and Asset       Development
                                             Shares         Amount         Capital     Income (Loss)  Acquisition         Stage
                                          ------------   ------------   ------------   ------------   ------------    ------------
<S>                                        <C>               <C>         <C>           <C>              <C>              <C>
Balance, December 31, 2003                  56,182,746        561,827     35,169,137             --             --     (57,809,318)

Net income for the nine months ended
September 30, 2004 (Unaudited)                      --             --             --             --             --         (53,012)
                                          ------------   ------------   ------------   ------------   ------------    ------------
Balance, September 30, 2004 (Unaudited)     56,182,746   $    561,827   $ 35,169,137   $         --   $         --    $(57,862,330)
                                          ============   ============   ============   ============   =============   ============

</TABLE>

            The accompanying footnotes are an integral part of these
                       consolidated financial statements

                                       4
<PAGE>
<TABLE>
<CAPTION>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                Consolidated Statements of Cash Flows (Unaudited)


                                                                                                   From
                                                                                               Inception on
                                                                For the Nine Months Ended         March 26,
                                                                       September 30,           1992 Through
                                                               ----------------------------    September 30,
                                                                   2004            2003            2004
                                                               ------------    ------------    ------------
<S>                                                            <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                                    $    (53,012)   $  1,361,203    $(57,862,330)
   Adjustments to reconcile net loss to net
    cash used by operating activities:
     Depreciation and amortization                                       --          15,964       2,820,779
     Deferred consulting expense                                         --              --       2,486,798
     Value of common stock, warrants, options
      and discounts on equity instruments issued
      for services                                                       --              --       7,962,847
     Loss on sale of assets                                              --              --         387,649
     Amortization of debenture discount and debt issue costs             --              --       4,628,538
     Gain on disposition of debt and write off of subsidiary             --              --      (6,085,539)
     Gain on sale of assets                                              --      (1,723,486)     (1,723,486)
     Impairment loss                                                     --              --      12,302,123
     Bad debt expense                                                    --              --              --
   Change in operating asset and liability accounts,
    net of amounts acquired in business combination:
     (Increase) decrease in advances to employees,
      prepaid expenses, deposits and debt offering costs                 --          18,402      (5,772,221)
     Increase (decrease) in accounts payable                         24,579         214,849       5,655,967
     Increase (decrease) in accrued expenses                         27,036          18,855      13,708,882
                                                               ------------    ------------    ------------

       Net Cash Used by Operating Activities                         (1,397)        (94,213)    (21,489,993)
                                                               ------------    ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES

   Cash lost in discontinued operation                                   --              --          (4,713)
   Payments on license agreement                                         --              --        (400,000)
   Cash acquired in Sigma acquisition                                    --              --         142,254
   Proceeds from sale of assets                                          --          80,000          80,001
   Purchase of fixed assets                                              --              --      (1,164,570)
   Equipment procurement costs                                           --              --        (564,110)
                                                               ------------    ------------    ------------

       Net Cash Provided (Used) by Investing Activities                  --          80,000      (1,911,138)
                                                               ------------    ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from notes payable                                           --         136,818       4,951,818
   Repayment of related party notes payable                              --              --      (1,640,226)
   Repayment of notes payable                                            --              --      (1,519,062)
   Loans from related parties                                            --              --       7,462,787
   Issuance of convertible debentures                                    --              --       3,100,000
   Common stock issued for cash                                          --              --      11,256,032
   Stock offering costs                                                  --              --         (26,289)
                                                               ------------    ------------    ------------

       Net Cash Provided by Financing Activities                         --         136,818      23,585,060
                                                               ------------    ------------    ------------
</TABLE>

            The accompanying footnotes are an integral part of these
                       consolidated financial statements

                                       5
<PAGE>
<TABLE>
<CAPTION>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
                Consolidated Statements of Cash Flows (Continued)



                                                                                                   From
                                                                                               Inception on
                                                                For the Nine Months Ended        March 26,
                                                                      September 30,            1992 Through
                                                               ----------------------------    September 30,
                                                                   2004            2003            2004
                                                               ------------    ------------    ------------
<S>                                                            <C>             <C>             <C>
NET INCREASE (DECREASE) IN CASH                                $     (1,397)   $    122,605    $    183,929

CASH AT BEGINNING OF PERIOD                                         185,326          62,271              --
                                                               ------------    ------------    ------------

CASH AT END OF PERIOD                                          $    183,929    $    184,876    $    183,929
                                                               ============    ============    ============

CASH PAID FOR:

  Interest                                                     $         --    $         --    $     16,488
  Income taxes                                                 $         --    $         --    $         --

NON-CASH FINANCING ACTIVITIES

  Value of common stock, warrants, options and
   discounts on equity instruments issued for services         $         --    $         --    $  7,962,847
  Equity instruments issued for deferred consulting
   expense/asset acquisition                                   $         --    $         --    $    740,000
  Common stock issued for recapitalization                     $         --    $         --    $  2,761,773
  Common stock issued for conversion of debt                   $         --    $         --    $  2,963,511
  Acquisition of licenses through license agreement
   Payable                                                     $         --    $         --    $  6,940,000
  Warrants granted in conjunction with debt instruments        $         --    $         --    $  3,261,386
</TABLE>

            The accompanying footnotes are an integral part of these
                       consolidated financial statements

                                       6
<PAGE>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                               September 30, 2004

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

         The accompanying  unaudited condensed consolidated financial statements
         have been prepared by the Company pursuant to the rules and regulations
         of the  Securities and Exchange  Commission.  Certain  information  and
         footnote disclosures normally included in financial statements prepared
         in accordance with generally accepted  accounting  principles have been
         condensed or omitted in accordance with such rules and regulations. The
         information furnished in the interim condensed  consolidated  financial
         statements  includes  normal  recurring  adjustments  and  reflects all
         adjustments,  which, in the opinion of management,  are necessary for a
         fair  presentation of such financial  statements.  Although  management
         believes the disclosures and information presented are adequate to make
         the  information  not  misleading,  it is suggested  that these interim
         condensed consolidated financial statements be read in conjunction with
         the  Company's  most  recent  audited  financial  statements  and notes
         thereto included in its December 31, 2003 Annual Report on Form 10-KSB.
         Operating  results for the nine months ended September 30, 2004 are not
         necessarily indicative of the results that may be expected for the year
         ending December 31, 2004.

         On December  1, 2002,  the Company  filed a  voluntary  petition  under
         Chapter 11 of the  bankruptcy  code with the United  States  Bankruptcy
         Court  Southern  District  of New York.  See Note 5 for the  discussion
         regarding the bankruptcy filing.

NOTE 2 - ACCRUED EXPENSES

         The Company's accrued expenses are comprised of the following items:

                                                                  September 30,
                                                                      2004
                                                                  ------------
                                                                   (Unaudited)
         Accrued payroll taxes payable                            $     60,266
         Accrued interest payable - payroll                             52,717
         Accrued payroll tax penalty                                    98,845
         Accrued taxes payable                                         273,144
         Accrued payroll payable                                     2,103,656
         Aquamax/Keeran license fee payable                          3,600,000
         Accrued STM license fee payable                             2,000,000
         Due to third parties                                           35,550
         Accrued legal settlement - Mchargue                            66,683
         Accrued interest payable                                    1,421,369
         Accrued contingency for additional post
          petition claims                                              222,411
                                                                  ------------

                          Total                                   $  9,934,641
                                                                  ============

NOTE 3 - GOING CONCERN

         The  Company's  financial   statements  are  prepared  using  generally
         accepted  accounting  principles  applicable  to a going  concern which
         contemplates  the  realization of assets and liquidation of liabilities
         in  the  normal  course  of  business.  The  Company  has  had  limited
         activities  since  inception  and is  considered  a  development  stage
         company  because it has no operating  revenues,  and planned  principal
         operations have not yet commenced.

         The Company has incurred  losses from its inception  through  September
         30, 2004 of  approximately  $57,862,330.  The Company  does not have an
         established  source of funds  sufficient to cover its operating  costs,
         has a working capital deficit of approximately $22,131,000,  has relied
         exclusively on debt and equity  financing.  Additionally  the Company's
         wholly-owned subsidiary Sigma was forced

                                       7
<PAGE>
                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                               September 30, 2004

NOTE 3 - GOING CONCERN (Continued)

         into   bankruptcy   because  of  non-payment   of  employee   salaries.
         Accordingly,  there is substantial  doubt about its ability to continue
         as a going concern.

         In October of 2006,  the Company  signed a term sheet with a company to
         sponsor a plan of reorganization.  Prior to confirmation of the Chapter
         11 plan of  reorganization,  the plan  sponsor  will  identify a merger
         candidate  to be merged  into the  Company.  Before the merger can take
         place,  the Company is required to bring all of its financial,  tax and
         SEC filings  current from the last filing date of 6/30/02.  Pursuant to
         orders of the United States  Bankruptcy Court for the Southern District
         of New York,  the  Company has engaged  accountants,  auditors  and SEC
         counsel to complete  this task.  Under the terms of the proposed  plan,
         creditors  of the  Company  will  receive  a  cash  payment  and  stock
         consideration   in  the   new   merged   entity.   The   aforementioned
         consideration will be distributed to creditors of the Company under the
         plan of reorganization.

         The ability of the Company to continue as a going  concern is dependent
         upon its ability to  successfully  accomplish the plan described in the
         preceding  paragraph and eventually attain profitable  operations.  The
         accompanying  consolidated  financial  statements  do not  include  any
         adjustments  that  might be  necessary  if the  Company  is  unable  to
         continue as a going concern.

NOTE 4 - DILUTIVE INSTRUMENTS

         a. Stock Options

         The Company had outstanding stock options to purchase 487,132 shares of
         the Company's  common stock to  non-employees as of September 30, 2004.
         These  options  expire on various  dates  beginning in October 2004 and
         ending in January 2012.

         The following table summarizes information about employee stock options
         outstanding at September 30, 2004:
<TABLE>
<CAPTION>

                          Number of        Weighted
                           Options         Average        Weighted         Number of
                         Outstanding       Remaining      Average       Exercisable at
          Exercise       September 30,    Contractual     Exercise       September 30,
            Price            2004            Life           Price            2004
         ------------    ------------    ------------    ------------    ------------
<S>                         <C>            <C>           <C>                <C>
         $       1.00       3,007,456      7.25 years    $       1.00       3,007,456
         $       0.05         387,694      7.75 years    $       0.05         387,694
</TABLE>

         Had compensation cost for the Company's  stock-based  compensation plan
         been  determined  based on the fair value at the grant dates for awards
         under  such plan  consistent  with the  method of FASB  Statement  123,
         "Accounting  for  Stock-Based  Compensation,"  the Company's net income
         (loss) and earnings (loss) per share would have been reduced to the pro
         forma amounts indicated below:
<TABLE>
<CAPTION>

                                          For the Three Months Ended      For the Nine Months Ended
                                                 September 30,                   September 30,
                                         ----------------------------    ----------------------------
                                             2004            2003            2004            2003
                                         ------------    ------------    ------------    ------------
<S>                                      <C>             <C>             <C>             <C>
         Net income (loss) as reported   $    (21,327)   $     52,667    $    (53,012)   $  1,361,203
         Proforma                             (21,327)         52,667         (53,012)      1,361,203
         Basic and diluted income
          (loss) per share as reported          (0.00)           0.00           (0.00)           0.02
         Pro forma                              (0.00)           0.00           (0.00)           0.02
</TABLE>

                                       8
<PAGE>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                               September 30, 2004

NOTE 4 - DILUTIVE INSTRUMENTS (Continued)

         There  were no stock  options  granted  during  the nine  months  ended
         September 30, 2004.

         b. Warrants

         A summary of the  Company's  outstanding  warrants as of September  30,
         2004, and changes during the nine months then ended is presented below:
<TABLE>
<CAPTION>

                                                                                           Weighted
                                                                                           Average
                                                                                           Exercise
                                                                            Shares           Price
                                                                         ------------    ------------
<S>                                                                         <C>          <C>
         Outstanding, December 31, 2003                                     8,985,343    $       0.91

         Granted                                                                   --              --
         Expired/Cancelled                                                   (720,730)          (1.50)
         Exercised                                                                 --              --
                                                                         ------------    ------------

         Outstanding, September 30, 2004                                    8,264,613    $       0.85
                                                                         ============    ============

         Exercisable, September 30, 2004                                    8,264,613    $       0.85
                                                                         ============    ============

<CAPTION>

                                          Outstanding                             Exercisable
                         --------------------------------------------    ----------------------------
                                           Weighted
                            Number          Average        Weighted         Number         Weighted
           Range of      Outstanding       Remaining       Average       Exercisable       Average
           Exercise      at September     Contractual      Exercise      at September      Exercise
            Prices         30, 2004          Life           Price          30, 2004         Price
         ------------    ------------    ------------    ------------    ------------    ------------
<S>                        <C>                <C>     <C>                  <C>        <C>
         $       1.50         120,000            1.75    $       1.50         120,000    $       1.50

            0.90-1.10       4,839,668            2.21            0.97       4,839,668            0.97
            0.50-0.75       3,304,945            2.23            0.65       3,304,945            0.65
         ------------    ------------    ------------    ------------    ------------    ------------
         $  0.50-1.50       8,264,613            2.19    $       0.85       8,264,613    $       0.85
         ============    ============    ============    ============    ============    ============
</TABLE>

NOTE 5 - BANKRUPTCY

         In  September  2002,  the  Company was  without  sufficient  capital to
         continue  to  operate  and had  been  unable  to  identify  sources  of
         additional  financing.  The  Board  of  Directors  of the  Company  was
         concerned that a sudden  cessation of operations  would not provide the
         best means to maximize asset values.  Therefore,  at an October 3, 2002
         meeting  of the  Company's  Board of  Directors,  the Board  approved a
         resolution  to  commence   negotiations   with  the  Company's  secured
         creditors,  Algonquin Capital  Management,  L.L.C. and Hibernia Capital
         Management,  L.L.C.,  to commence a voluntary  bankruptcy  filing under
         chapter 11 of the Bankruptcy Code and immediately  thereafter a sale of
         the Company's assets pursuant to section 363 of the Bankruptcy Code.

         The  Company  has a history  of being  financed  primarily  by  raising
         capital through private placements of its stock and/or loans from third
         parties.  The proceeds from the financing have been used to develop the
         Company's   technologies,   pursue   acquisitions  and  make  strategic
         alliances and pay operating  costs.  Over the past twelve  months,  the
         Company has  endeavored  to stem severe  cash flow  shortages  through,
         among  other  things,  workforce  and  overhead  reductions,   and  the
         consolidation of its business  operations.  Due to persistent cash flow
         shortages the Company terminated substantially all of its employees.

                                       9
<PAGE>
                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                               September 30, 2004

NOTE 5 - BANKRUPTCY (Continued)

         As a result of a confluence of events,  including a general contraction
         of available  financing from capital markets and the recent  bankruptcy
         in Norway of Sigma Elektroteknisk,  AS, a wholly owned subsidiary, at a
         Special  Meeting of the Board of Directors  on November  27, 2002,  the
         Board  unanimously  consented  to  authorizing  the  Company  to file a
         voluntary petition under Chapter 11 of the Bankruptcy Code.

         On December  1, 2002,  the Company  filed a  voluntary  petition  under
         Chapter 11 of the  bankruptcy  Code with the United  States  Bankruptcy
         Court  Southern  District of New York. On December 16, 2002, the United
         States  Trustee  appointed a creditors'  committee  pursuant to section
         1102(a) of the Bankruptcy Code (the "Committee").

         Simultaneously  with filing the Chapter 11 petition,  the Company filed
         an emergency  motion to authorize it to obtain loans and advances under
         a   Debtor-In-Possession   Loan  Agreement   with   Algonquin   Capital
         Management,  L.L.C. in order to continue operations so that the Company
         could attempt to maximize the value of its assets. The Bankruptcy Court
         entered an interim  order  approving  the financing on December 5, 2002
         and a final order was entered on December  20, 2002.  In addition,  the
         Company filed a motion in the  bankruptcy  case to approve the proposed
         sale  of  substantially   all  of  its  assets  to  Algonquin   Capital
         Management, L.L.C. and Hibernia Capital Management,  L.L.C., subject to
         higher  and  better  offers.  By order  dated  February  6,  2003,  the
         Bankruptcy  Court  authorized  the asset sale  agreement with Algonquin
         Capital  Management  L.L.C. and Hibernia Capital  Management  L.L.C. as
         modified  by the  Creditor  Settlement  Agreement  and  assumption  and
         assignment of certain  executory  contracts,  licenses and intellectual
         property rights for a credit bid of $2,000,000. As part of the Creditor
         Settlement Agreement,  Algonquin Capital Management L.L.C. and Hibernia
         Capital  Management  L.L.C.  reconveyed to the bankruptcy  estate a 60%
         ownership  in the  Water  Assets  of the  Company.  The  Bill  of  Sale
         consummating the sale was signed on February 19, 2003. During September
         2003, an additional $80,000 was paid to the Company by PowerPlay Energy
         pursuant to the creditor settlement agreement.

         Having sold its assets and ceased operations,  the Company was not in a
         financial position to support the on-going operations needed to develop
         the Water Assets.  On May 20, 2003, the  Bankruptcy  Court approved the
         sale  of  the   Company's   interest  in  the  Water  Assets  to  Oases
         Desalination  International,  Ltd.  in exchange  for their  covenant to
         commercialize  those assets and make certain  royalty  payments.  Since
         that time, and although they have made certain minimal payments,  Oases
         has been in default.  Subsequently,  Oases Desalination  International,
         Ltd. and ReEnergy  Group  entered into an asset  purchase  agreement in
         which  Oases  Desalination  International,  Ltd.  would sell all of its
         assets,  including the Water Assets,  to ReEnergy Group.  Because Oases
         Desalination International, Ltd. is in default with the Company and has
         not paid for the Water Assets, Oases Desalination  International,  Ltd.
         and Renergy Group sought the Company's  consent wherein  ReEnergy Group
         would  directly  purchase  the Water  Assets  from the  Company.  After
         significant negotiations,  the Creditors' Committee, Oases Desalination
         International,  Ltd.  and  ReEnergy  Group  entered  into  the  Consent
         Agreement,  in order to,  among other  things,  provide  the  Company's
         consent to transfer the Water  Assets to ReEnergy  Group for a modified
         consideration of $750,000 for the Water Assets. On October 26, 2005, an
         application  was  filed  with  the  Bankruptcy  Court to  approve  this
         arrangement  and the  arrangement  was approved by order dated November
         16, 2005. The Company has received all of the funds in this transaction
         and is being held in an account  maintained by  bankruptcy  counsel for
         the Committee.

         In October of 2006, the Company signed a term sheet with Trinad Capital
         Master Fund Ltd.  (the  Sponsor)  to sponsor a plan of  reorganization.
         Prior to  confirmation  of the Chapter 11 plan of  reorganization,  the
         Sponsor will identify a merger candidate to be merged into the Company.
         The  Sponsor  is  currently  in  negotiations  with  NorthStar  Systems
         International,  Inc.  as the  potential  merger  candidate.  Before the
         merger can take  place,  the  Company is  required  to bring all of its
         financial,  tax and SEC  filings  current  from the last filing date of
         June 30, 2002. Pursuant to orders of the United States Bankruptcy Court

                                       10
<PAGE>
                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                               September 30, 2004

NOTE 5 - BANKRUPTCY (Continued)

         for  the  Southern  District  of New  York,  the  Company  has  engaged
         accountants,  auditors and SEC counsel to complete this task. Under the
         terms of the proposed plan, creditors of the Company will receive a pro
         rata cash payment and stock consideration in the new merged entity. The
         aforementioned  consideration  will be  distributed to creditors of the
         Company under the proposed plan of reorganization.

NOTE 6 - SALE OF ASSETS

         During the six months ending June 30, 2003,  the Company filed a motion
         in the  bankruptcy  case to approve the proposed sale of  substantially
         all of its assets to Algonquin Capital Management,  L.L.C. and Hibernia
         Capital  Management,  L.L.C.,  subject to higher and better offers.  By
         order dated February 6, 2003, the Bankruptcy Court authorized the asset
         sale agreement with Algonquin  Capital  Management  L.L.C. and Hibernia
         Capital  Management  L.L.C.  as  modified  by the  Creditor  Settlement
         Agreement and assumption and assignment of certain executory contracts,
         licenses  and  intellectual   property  rights  for  a  credit  bid  of
         $2,000,000.  As part of the Creditor  Settlement  Agreement,  Algonquin
         Capital  Management  L.L.C.  and  Hibernia  Capital  Management  L.L.C.
         reconveyed to the bankruptcy estate a 60% ownership in the Water Assets
         of the Company.  The Bill of Sale  consummating  the sale was signed on
         February  19,  2003.  As a  result  of  this  asset  sale  the  Company
         recognized  a gain on sale of assets in the amount of  $1,723,486.  The
         Company had no basis in the water assets prior to the original sale and
         therefore recognized no gain on the subsequent return of those assets.

NOTE 7 - DEBTOR-IN-POSSESSION FINANCING

         During  the six months  ending  June 30,  2003,  the  Company  received
         $136,818  from  the  issuance  of  notes  and  advances  pursuant  to a
         debtor-in-possession  financing facility, approved pursuant to an order
         by the United States  Bankruptcy Court for the Southern District of New
         York. The applicable interest rate was 15%.

NOTE 8 - SUBSEQUENT EVENTS

         During the quarter  ended  December  31,  2005,  the  Company  sold its
         ownership  interest  in the water  assets  pursuant  to an order  dated
         November  16,  2005,  by the  United  States  Bankruptcy  Court for the
         Southern  District of New York.  As  consideration  for this  ownership
         interest the Company  received  total cash proceeds of $750,000 paid in
         three  installments.  The first  two  installments  were made  prior to
         December 31, 2005,  and totaled  $100,000.  The remaining  $650,000 was
         recorded  as a  receivable  balance  at  December  31,  2005,  and  was
         subsequently received during January 2006.

         During August 2007 the Company  entered into a settlement  agreement in
         connection with the  debtor-in-possession  financing  whereby the total
         balance of  principal  and accrued  interest was settled for a one time
         payment  of  $380,000.  As a  result  of  the  settlement  the  Company
         recognized a gain on settlement of debt of approximately $21,700.


                                       11

<PAGE>
Item 2.  Management's Discussion and Analysis of Results of Operations

Readers should refer to the  description of the Company's  bankruptcy  case (the
"Bankruptcy Case") described in the Notes to the Financial  Statements  included
in Item 1 of this Form  10-QSB and in the  Company's  Form 10-KSB for the annual
period ended December 31, 2003.

Three Month Periods Ended September 30, 2004 and 2003
-----------------------------------------------------

The business of the Company during the quarter ended September 30, 2004 included
only its  consideration  of various  plan of  reorganization  opportunities  and
incurring  administrative expenses in connection with the Bankruptcy Case, e.g.,
related  to legal,  accounting  and  administrative  activities.  There  were no
revenue-generating  activities.  The Company has had no employees since February
2003.  The  administrative  activities  of the Company are  performed by outside
consultants and advisors.  Direct administrative expenses of the Company totaled
$12,284 and $18,299 for the  three-month  periods  ended  September 30, 2004 and
2003,  respectively.  The  decrease in the current  period  compared to the same
period  in the  prior  year is due to  lack of  operations  resulting  from  the
Company's bankruptcy filing.

Nine Month Periods Ended September 30, 2004 and 2003
----------------------------------------------------

The  business of the Company  during the nine months  ended  September  30, 2004
included only its consideration of various plan of reorganization  opportunities
and incurring  administrative  expenses in connection with the Bankruptcy  Case,
e.g., related to legal, accounting and administrative activities.  There were no
revenue-generating  activities.  The Company has had no employees since February
2003.  The  administrative  activities  of the Company are  performed by outside
consultants and advisors.  Direct administrative expenses of the Company totaled
$26,079 and $337,654 for the  nine-month  periods  ended  September 30, 2004 and
2003,  respectively.  The  decrease in the current  period  compared to the same
period  in the  prior  year is due to  lack of  operations  resulting  from  the
Company's bankruptcy filing.

Liquidity and Capital Resources
-------------------------------

     Primary sources of liquidity since the Company ceased  operations have been
cash  balances  that have been used to pay  administrative  expenses.  Operating
expenses of the Company have been funded with  available  cash retained from the
two asset sales effected as part of the  Bankruptcy  Case. As of the date of the
filing of this Form 10-QSB with the SEC,  cash  totals  approximately  $227,210.
Based on such balance and  management's  forecast of activity  levels during the
period that it may remain  without  operations,  the Company is  uncertain as to
whether  the  present  cash  balance  will  be  sufficient  to pay  its  current
liabilities  and its  administrative  expenses  as  such  expenses  become  due;
provided that, if the Plan is confirmed,  the Company  believes that the present
cash  balance  will  be  sufficient  to pay  its  current  liabilities  and  its
administrative expenses as such expenses become due.

Uncertainties Relating to Forward Looking Statements
----------------------------------------------------

"Item 2.  Management's  Discussion  and Analysis or Plan of Operation" and other
parts of this Form 10-QSB contain certain  "forward-looking  statements"  within
the  meaning  of the  Securities  Act of 1934,  as  amended.  While the  Company
believes  any  forward-looking  statements  it has made are  reasonable,  actual
results  could  differ  materially  since the  statements  are based on  current
management expectations and are subject to risks and uncertainties.  These risks
and uncertainties include, but are not limited, to the following:

     o   There can be no assurance  that the plan of  reorganization  filed with
         the United  States  Bankruptcy  Court for the Southern  District of New
         York  ("Bankruptcy  Court") on January 15,  2008,  or any other plan of
         reorganization, will be approved by the Bankruptcy Court and effected.

     o   There can be no assurance  that Trinad  Capital  Master Fund Ltd.  (the
         "Plan Sponsor") will reach agreement on definitive  documentation for a
         merger with NorthStar Systems International Inc. ("NorthStar"),  or any
         other potential merger candidate.

     o   Even if a plan of  reorganization  is approved by the Bankruptcy  Court
         and  effected,  there can be no  assurance  as to the terms of any such
         plan, including without limitation as to the distributions,  if any, to
         be made to existing creditors and stockholders of the Company.

                                       12
<PAGE>

     o   The Plan  Sponsor may withdraw at any time prior to  confirmation  of a
         plan  of   reorganization,   including  without   limitation,   due  to
         unsatisfactory  results  of its due  diligence  on  NorthStar.  In such
         event,  the Company may substitute the Plan Sponsor with another person
         or entity  offering to purchase  stock in the newly merged entity under
         the plan of  reorganization on terms and conditions that may not be the
         same, or as economically  favorable to the Company's  estate,  as those
         are being offered by the Plan Sponsor.  In such event, the recovery for
         unsecured creditors would likely be dramatically reduced.

     o   No public market exists for stock in the merged  entity,  and it is not
         anticipated  that  any  will  necessarily  develop  in the  foreseeable
         future.  Therefore,  notwithstanding  the legal  ability  to trade such
         stock,  any recipient  thereof should expect that it might have to hold
         the stock for an indefinite period of time.


Item 3.  Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Our management, with the participation of our principal executive officer and
principal financial officer, has evaluated the effectiveness of the design and
operation 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 the end of the period covered by this quarterly report. Based on this
evaluation, our principal executive officer and principal financial officer
concluded that these disclosure controls and procedures are effective and
designed to ensure that the information required to be disclosed in our reports
filed or submitted under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the requisite time periods.

(b) Changes in internal controls.

There was 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)  identified in connection  with the evaluation of our internal  control
performed  during the  quarter  ended  September  30,  2004 that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.


                           PART II - OTHER INFORMATION

Item 6.  Exhibits

Exhibits  filed  herewith  are  set  forth  in the  Index  to  Exhibits  and are
incorporated herein by reference.


                                       13
<PAGE>

                                   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.


/s/ MICHAEL HOPPER
---------------------------
Name:  Michael Hopper
Title: Authorized Signatory
Date:  January 31, 2008



                                       14
<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number                        Description of Exhibit
------                        ----------------------

31.01      Certification  pursuant to 15 U.S.C. 78m(a) or 78o(d) (Section 302 of
           the Sarbanes Oxley Act of 2002).**

32.01      Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
           to Section 906 of the Sarbanes-Oxley Act of 2002.**

**         Filed herewith.