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 March 31, 2005

      [ ]   TRANSITION  REPORT  UNDER  SECTION 13 OR 15(d) OF THE  SECURITIES
            EXCHANGE ACT OF 1934

                  For the transition period from _____ to ____

Commission File Number: 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

                                 March 31, 2005
<PAGE>

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

                                ASSETS
                                ------

                                                                  March 31,
                                                                    2005
                                                                -------------
                                                                 (Unaudited)

CURRENT ASSETS

   Cash - restricted                                            $       2,007
                                                                -------------

         Total Current Assets                                           2,007
                                                                -------------

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

TOTAL ASSETS                                                    $       2,007
                                                                =============
           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
           ----------------------------------------------

CURRENT LIABILITIES

   Accounts payable                                             $   2,504,207
   Accrued expenses                                                 9,953,744
   Notes payable - related parties                                  1,033,469
   Notes and convertible debentures payable - current portion       8,674,884
                                                                -------------

         Total Current Liabilities                                 22,166,304
                                                                -------------

         Total Liabilities                                         22,166,304
                                                                -------------

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               (57,895,261)
                                                                -------------

         Total Stockholders' Equity (Deficit)                     (22,164,297)
                                                                -------------

         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
            (DEFICIT)                                           $       2,007
                                                                =============

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

                                        2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                     From
                                                        For the                  Inception on
                                                  Three Months Ended               March 26,
                                                       March 31,                 1992 Through
                                           ----------------------------------       March 31,
                                                 2005              2004              2005
                                           ---------------   ----------------   ---------------
<S>                                        <C>               <C>                <C>
REVENUES                                   $             -   $              -   $             -
                                           ---------------   ----------------   ---------------

EXPENSES

      General and administrative                    14,581             10,480           432,298
      Depreciation and amortization                      -                  -            15,964
                                           ---------------   ----------------   ---------------

            Total Expenses                          14,581             10,480           448,262
                                           ---------------   ----------------   ---------------

            LOSS FROM OPERATIONS                   (14,581)           (10,480)         (448,262)
                                           ---------------   ----------------   ---------------

OTHER INCOME (EXPENSE)

      Interest income                                   27                 35               308
      Gain (loss) on sale of assets                      -                  -         1,736,986
      Interest expense                              (8,880)            (8,980)       (8,877,768)
                                           ---------------   ----------------   ---------------

            Total Other Income (Expense)            (8,853)            (8,945)       (7,140,474)
                                           ---------------   ----------------   ---------------

INCOME (LOSS) BEFORE
   INCOME TAXES                                    (23,434)           (19,425)       (7,588,736)

      Income tax expense                                 -                  -           114,229
                                           ---------------   ----------------   ---------------

INCOME (LOSS) BEFORE
   DISCONTINUED OPERATIONS                         (23,434)           (19,425)       (7,702,965)

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

NET INCOME (LOSS)                          $       (23,434)  $        (19,425)  $   (57,895,261)
                                           ===============   ================   ===============

BASIC AND DILUTED LOSS PER
   SHARE

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

            Net loss                       $         (0.00)  $          (0.00)
                                           ===============   ================

WEIGHTED AVERAGE NUMBER
   OF SHARES OUTSTANDING                        56,182,746         56,182,746
                                           ===============   ================
</TABLE>

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

                                        3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                         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, 2004                56,182,746       561,827    35,169,137                  -               -     (57,871,827)

Net income for the three months ended
   March 31, 2005 (Unaudited)                      -             -             -                  -               -         (23,434)
                                        ------------  ------------  ------------    ---------------    ------------   -------------

Balance, March 31, 2005 (Unaudited)       56,182,746  $    561,827  $ 35,169,137    $             -    $          -   $ (57,895,261)
                                        ============  ============  ============    ===============    ============   =============
</TABLE>

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

                                        4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                  From
                                                                                                              Inception on
                                                                         For the Three Months Ended             March 26,
                                                                                  March 31,                   1992 Through
                                                                   -------------------------------------        March 31,
                                                                          2005               2004                  2005
                                                                   -----------------   -----------------   ------------------
<S>                                                                <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net income (loss)                                               $         (23,434)  $         (19,425)  $      (57,895,261)
   Adjustments to reconcile net loss to net
      cash used by operating activities:
         Depreciation and amortization                                             -                   -            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                                                    -                   -           (1,736,986)
         Impairment loss                                                           -                   -           12,302,123
   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                     -                   -           (5,772,221)
         Increase (decrease) in accounts payable                            (180,902)              8,980            5,487,874
         Increase (decrease) in accrued expenses                               8,880               8,980           13,727,984
                                                                   -----------------   -----------------   ------------------

               Net Cash Used by Operating Activities                        (195,456)             (1,465)         (21,685,415)
                                                                   -----------------   -----------------   ------------------

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                                                    -                   -               93,501
   Purchase of fixed assets                                                        -                   -           (1,164,570)
   Equipment procurement costs                                                     -                   -             (564,110)
                                                                   -----------------   -----------------   ------------------

               Net Cash Used by Investing Activities                               -                   -           (1,897,638)
                                                                   -----------------   -----------------   ------------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from notes payable                                                     -                   -            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           $               -   $               -   $       23,585,060
                                                                   -----------------   -----------------   ------------------
</TABLE>

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

                                        5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                               From
                                                                                                           Inception on
                                                                 For the Three Months Ended                  March 26,
                                                                            March 31,                      1992 Through
                                                            ---------------------------------------          March 31,
                                                                  2005                  2004                   2005
                                                            -----------------     -----------------     ------------------
<S>                                                         <C>                   <C>                   <C>
NET INCREASE (DECREASE) IN CASH                             $        (195,456)    $          (1,465)    $            2,007

CASH AT BEGINNING OF PERIOD                                           197,463               185,326                      -
                                                            -----------------     -----------------     ------------------

CASH AT END OF PERIOD                                       $           2,007     $         183,861     $            2,007
                                                            =================     =================     ==================

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 notes 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
                                 March 31, 2005

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, 2004 Annual Report on Form 10-KSB.  Operating results for
          the three months ended March 31, 2005 are not  necessarily  indicative
          of the results that may be expected  for the year ending  December 31,
          2005.

          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:

                                                              March 31,
                                                                2005
                                                          -----------------
                                                             (Unaudited)

          Accrued payroll taxes payable                   $          60,266
          Accrued interest payable - payroll                         52,717
          Accrued payroll tax penalty                                98,845
          Accrued taxes payable                                     274,288
          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                                1,439,328
          Accrued contingency for additional post
            Petition claims                                         222,411
                                                          -----------------

               Total                                      $       9,953,744
                                                          =================

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 March 31,
          2005 of  approximately  $57,895,261.  The  Company  does  not  have an
          established  source of funds  sufficient to cover its operating costs,
          has a working capital deficit of approximately $22,164,000, has relied
          exclusively on debt and equity  financing.  Additionally the Company's
          wholly-owned  subsidiary  Sigma was forced into bankruptcy  because of
          non-payment of employee  salaries.  Accordingly,  there is substantial
          doubt about its ability to continue as a going concern.

                                        7
<PAGE>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                 March 31, 2005

NOTE 3 -  GOING CONCERN (Continued)

          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 March 31, 2005.
          These  options  expire on various  dates  beginning  in April 2005 and
          ending in January 2012.

          The  following  table  summarizes  information  about  employee  stock
          options outstanding at March 31, 2005:

                  Number of        Weighted
                   Options          Average       Weighted       Number of
                 Outstanding       Remaining       Average     Exercisable at
 Exercise         March 31,       Contractual     Exercise       March 31,
  Price             2005             Life           Price          2005
-----------      -----------      -----------     ---------    --------------

$      1.00        3,007,456       6.75 years     $    1.00         3,007,456
$      0.05          387,694       7.25 years     $    0.05           387,694

           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:

                                         For the Three Months Ended
                                                   March 31,
                                       --------------------------------
                                            2005               2004
                                       --------------    --------------

Net income (loss) as reported          $      (23,434)   $      (19,425)
Proforma                                      (23,434)          (19,425)
Basic and diluted income (loss)
   per share as reported                        (0.00)            (0.00)
Pro forma                                       (0.00)            (0.00)

                                        8
<PAGE>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                 March 31, 2005

NOTE 4 -  DILUTIVE INSTRUMENTS (Continued)

          There were no stock  options  granted  during the three  months  ended
          March 31, 2005.

          b. Warrants

          A summary of the Company's  outstanding warrants as of March 31, 2005,
          and changes during the three months then ended is presented below:

<TABLE>
<CAPTION>
                                                                                     Weighted
                                                                                      Average
                                                                                     Exercise
                                                                         Shares        Price
                                                                      -----------    --------
<S>                                                                   <C>            <C>
Outstanding, December 31, 2004                                          8,264,613    $   0.85

Granted                                                                         -           -
Expired/Cancelled                                                        (100,000)      (1.10)
Exercised                                                                       -           -
                                                                      -----------    --------

Outstanding, March 31, 2005                                             8,164,613    $   0.85
                                                                      ===========    ========

Exercisable, March 31, 2005                                             8,164,613    $   0.85
                                                                      ===========    ========
</TABLE>

<TABLE>
<CAPTION>
                                        Outstanding                            Exercisable
                       -------------------------------------------  --------------------------
                                         Weighted
                           Number         Average       Weighted         Number      Weighted
                        Outstanding     Remaining       Average        Exercisable   Average
      Range of            at March     Contractual      Exercise        at March     Exercise
   Exercise Prices        31, 2005         Life           Price         31, 2005      Price
---------------------  -------------   ------------  -------------  -------------   ----------
<S>                    <C>             <C>           <C>            <C>             <C>
$                1.50        120,000           1.25  $        1.50         120,000  $     1.50
            0.90-1.00      4,739,668           1.75           0.97       4,739,668        0.97
            0.50-0.75      3,304,945           1.76           0.65       3,304,945        0.65
---------------------  -------------   ------------  -------------  --------------  ----------

$           0.50-1.50      8,164,613           1.72  $        0.85       8,164,613  $     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

                                        9
<PAGE>
                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                 March 31, 2005

NOTE 5 -  BANKRUPTCY (Continued)

          terminated  substantially  all  of its  employees.  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

                                       10
<PAGE>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                 March 31, 2005

NOTE 5 -  BANKRUPTCY (Continued)

          and SEC filings  current  from the last filing date of June 30,  2002.
          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 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 quarter  ending March 31, 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, 2004.

Three Month Periods Ended March 31, 2005 and 2004
-------------------------------------------------

The  business of the Company  during the quarter  ended March 31, 2005  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 2003. The
administrative  activities of the Company are  performed by outside  consultants
and advisors.  Direct administrative expenses of the Company totaled $14,581 and
$10,480 for the three-month periods ended March 31, 2005 and 2004, respectively.
The increase in the current period compared to the same period in the prior year
is due  primarily  to legal  and  consulting  fees as the  Company  attempts  to
complete and exit bankruptcy.

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.

      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.

                                       12
<PAGE>

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 March 31, 2005 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.

                                   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

                                       13
<PAGE>

                                INDEX TO EXHIBITS

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

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.