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, 2003

        [ ] 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 Identification No.)
   incorporation or organization)

  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, 2003

<PAGE>

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

                                                                    March 31,
                                                                      2003
                                                                  --------------
                                                                   (Unaudited)

                            ASSETS

CURRENT ASSETS

   Cash                                                           $          66
   Cash - restricted                                                    108,533
                                                                  -------------

     Total Current Assets                                               108,599
                                                                  -------------

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

TOTAL ASSETS                                                      $     108,599
                                                                  =============

        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

   Accounts payable                                               $   2,599,252
   Accrued expenses                                                   9,714,870
   Notes payable - related parties                                    1,033,469
   Notes and convertible debentures payable - current portion         8,654,884
                                                                  -------------

     Total Current Liabilities                                       22,002,475
                                                                  -------------

     Total Liabilities                                               22,002,475
                                                                  -------------

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                 (57,624,840)
                                                                  -------------

     Total Stockholders' Equity (Deficit)                           (21,893,876)
                                                                  -------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)                                                   $     108,599
                                                                  =============

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,
                                                 2003          2002           2003
                                             -----------   ------------   -------------
<S>                                          <C>           <C>            <C>
REVENUES                                     $         -   $          -   $           -
                                             -----------   ------------   -------------

EXPENSES

   General and administrative                    253,901              -         253,901
   Depreciation and amortization                  15,964              -          15,964
                                             -----------   ------------   -------------

     Total Expenses                              269,865              -         269,865
                                             -----------   ------------   -------------

     LOSS FROM OPERATIONS                       (269,865)             -        (269,865)
                                             -----------   ------------   -------------

OTHER INCOME (EXPENSE)

   Interest income                                    12              -              12
   Gain (loss) on sale of assets               1,643,486              -       1,643,486
   Interest expense                               (7,211)      (723,699)     (8,806,177)
                                             -----------   ------------   -------------

     Total Other Income (Expense)              1,636,287       (723,699)     (7,162,679)
                                             -----------   ------------   -------------

INCOME (LOSS) BEFORE
 INCOME TAXES                                  1,366,422       (723,699)     (7,432,544)

   Income tax expense                                  -              -               -
                                             -----------   ------------   -------------

INCOME (LOSS) BEFORE
 DISCONTINUED OPERATIONS                       1,366,422       (723,699)     (7,432,544)

   (Loss) from discontinued
    operations                                         -     (4,226,682)    (50,192,296)
                                             -----------   ------------   -------------

NET INCOME (LOSS)                            $ 1,366,422   $ (4,950,381)  $ (57,624,840)
                                             ===========   ============   =============

BASIC AND DILUTED INCOME (LOSS) PER
 SHARE

   Income (loss) before discontinued
    operations                               $      0.02   $      (0.02)
   Discontinued operations                          0.00          (0.11)
                                             -----------   ------------

     Net income (loss)                       $      0.02   $      (0.13)
                                             ===========   ============

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                        56,182,746     38,881,076
                                             ===========   ============
</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, 2002               56,182,746     561,827     35,169,137               -             -     (58,991,262)

Net income for the three months ended
 March 31, 2003 (Unaudited)                       -           -              -               -             -       1,366,422
                                        -----------   ---------   ------------   -------------   -----------   -------------

Balance, March 31, 2003 (Unaudited)      56,182,746   $ 561,827   $ 35,169,137   $           -   $         -   $ (57,624,840)
                                        ===========   =========   ============   =============   ===========   =============
</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,
                                                                       2003          2002           2003
                                                                   -----------   ------------   ------------
<S>                                                                <C>           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                                        $ 1,366,422   $ (4,950,381)  $(57,624,840)
   Adjustments to reconcile net loss to net
    cash used by operating activities:
     Depreciation and amortization                                      15,964        252,118      2,820,779
     Deferred consulting expense                                             -        321,122      2,486,798
     Value of common stock, warrants, options
      and discounts on equity instruments issued
      for services                                                           -      2,243,630      7,962,847
     Loss on sale of assets                                                  -              -        387,649
     Amortization of debenture discount and debt issue costs                 -        481,976      4,628,538
     Gain on disposition of debt and write off of subsidiary                 -              -     (6,085,539)
     Gain on sale of assets                                         (1,643,486)             -     (1,643,486)
     Impairment loss                                                         -         84,245     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                18,402         44,903     (5,772,221)
     Increase (decrease) in accounts payable                           170,871       (277,333)     5,582,918
     Increase (decrease) in accrued expenses                             1,337        909,382     13,489,111
                                                                   -----------   ------------   ------------

       Net Cash Used by Operating Activities                           (70,490)      (890,338)   (21,465,323)
                                                                   -----------   ------------   ------------
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                                              -              -              1
   Purchase of fixed assets                                                  -              -     (1,164,570)
   Equipment procurement costs                                               -              -       (564,110)
                                                                   -----------   ------------  -------------

       Net Cash Used by Investing Activities                                 -              -     (1,991,138)
                                                                   -----------   ------------  -------------
CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from notes payable                                         116,818        200,000      4,931,818
   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                                        -        550,000      3,100,000
   Common stock issued for cash                                              -              -     11,256,032
   Stock offering costs                                                      -              -        (26,289)
                                                                   -----------   ------------  -------------

       Net Cash Provided by Financing Activities                       116,818        750,000     23,565,060
                                                                   -----------   ------------  -------------
</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,
                                                                       2003          2002           2003
                                                                   -----------   ------------   ------------
<S>                                                                <C>           <C>            <C>
NET INCREASE (DECREASE) IN CASH                                    $    46,328   $   (140,338)  $    108,599

CASH AT BEGINNING OF PERIOD                                             62,271        144,131              -
                                                                   -----------   ------------   ------------

CASH AT END OF PERIOD                                              $   108,599   $      3,793   $    108,599
                                                                   ===========   ============   ============

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             $         -   $  2,243,630   $  7,962,847
  Equity instruments issued for deferred consulting
   expense/asset acquisition                                       $         -   $    160,000   $    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            $         -   $    617,149   $  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, 2003

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, 2002 Annual Report on Form 10-KSB.  Operating
      results for the three  months  ended  March 31,  2003 are not  necessarily
      indicative  of the  results  that  may be  expected  for the  year  ending
      December 31, 2003.

      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,
                                                                       2003
                                                                    -----------
                                                                    (Unaudited)

      Accrued payroll taxes payable                                 $    60,266
      Accrued interest payable - payroll                                 52,717
      Accrued payroll tax penalty                                        98,845
      Accrued taxes payable                                             107,005
      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                                        1,367,737
      Accrued contingency for additional post
       Petition claims                                                  222,411
                                                                    -----------

           Total                                                    $ 9,714,870
                                                                    ===========

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, 2003
      of  approximately  $57,624,840.  The Company does not have an  established
      source of funds  sufficient  to cover its operating  costs,  has a working
      capital deficit of approximately  $21,894,000,  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, 2003

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  987,132 shares of
      the Company's  common stock to  non-employees  as of March 31, 2003. These
      options  expire on  various  dates  beginning  in April 2003 and ending in
      January 2012.

      The following table  summarizes  information  about employee stock options
      outstanding at March 31, 2003:

                         Number of      Weighted
                          Options        Average      Weighted       Number of
                        Outstanding     Remaining      Average    Exercisable at
            Exercise     March 31,     Contractual    Exercise       March 31,
              Price        2003           Life          Price          2003
            --------    ----------     -----------    --------    --------------

            $   1.00      3,007,456     8.75 years    $   1.00         3,007,456
            $   0.05        387,694     9.25 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,
                                                   ---------------------------
                                                       2003           2002
                                                   -----------   -------------

            Net income (loss) as reported          $ 1,366,422   $  (4,950,381)
            Proforma                                 1,366,422      (7,881,175)
            Basic and diluted income (loss)
             per share as reported                        0.02           (0.13)
            Pro forma                                     0.02           (0.20)

                                        8

<PAGE>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                 March 31, 2003

NOTE 4 - DILUTIVE INSTRUMENTS (Continued)

      There were no stock  options  granted  during the three months ended March
      31, 2003.

      b. Warrants

      A summary of the Company's  outstanding warrants as of March 31, 2003, and
      changes during the three months then ended is presented below:

                                                                       Weighted
                                                                        Average
                                                                       Exercise
                                                            Shares       Price
                                                          ---------    --------
            Outstanding, December 31, 2002                9,795,343    $   0.92

            Granted                                               -           -
            Expired/Cancelled                              (660,000)      (1.06)
            Exercised                                             -           -
                                                          ---------    --------

            Outstanding, March 31, 2003                   9,135,343    $   0.91
                                                          =========    ========

            Exercisable, March 31, 2003                   9,135,343    $   0.91
                                                          =========    ========

<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, 2003         Life         Price       31, 2003       Price
            ---------------    -----------    -----------    --------    -----------    --------
            <S>                <C>            <C>            <C>         <C>            <C>
            $          1.50        940,730           1.31    $   1.50        940,730    $   1.50
                  0.90-1.10      4,839,668           3.69        0.97      4,839,668        0.97
                  0.50-0.75      3,354,945           3.69        0.64      3,354,945        0.64
            ---------------    -----------   ------------   ---------    -----------    --------

            $     0.50-1.50      9,135,343           3.45    $   0.91      9,135,343    $   0.91
            ===============    ===========    ===========    ========    ===========    ========
</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.

                                        9

<PAGE>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                 March 31, 2003

NOTE 5 - BANKRUPTCY (Continued)

      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.  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.

                                       10

<PAGE>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                 March 31, 2003

NOTE 5 - BANKRUPTCY (Continued)

      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 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  $1,643,486.  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 quarter  ending March 31, 2003, the Company  received  $116,818
      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 ending June 30, 2003, the Company received $20,000 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%.

      During the quarter ending September 30, 2003, the Company received $80,000
      from  PowerPlay  Energy  pursuant  to the  creditor  settlement  agreement
      discussed in Note 5.

      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

                                       11

<PAGE>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                 March 31, 2003

NOTE 8 - SUBSEQUENT EVENTS (Continued)

      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.

                                       12
<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, 2002.

Three Month Periods Ended March 31, 2003 and 2002

The business of the Company during the quarter ended March 31, 2003 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 (other than the Primary Asset Sale, as described
in the Notes to the Financial Statements included in Item 1 of this Form
10-QSB). The only employee of the Company during 2003 was Mr. Michael Hopper who
resigned his position in February 2003 at the time of the Primary Asset Sale.
The Company has had no employees since that time. The administrative activities
of the Company are performed by outside consultants and advisors. Direct
administrative expenses of the Company totaled $269,865 and $0 for the
three-month periods ended March 31, 2003 and 2002, respectively. During the
three months ended March 31, 2002, the Company incurred $4,232,308 in expenses
that were reported as part of discontinued operations.

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.

                                       13
<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, 2003 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

                                       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.