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

                                   FORM 10-QSB

(Mark One)

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

                For the quarterly period ended September 30, 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

                               September 30, 2005
<PAGE>

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

                                     ASSETS
                                     ------

                                                                  September 30,
                                                                      2005
                                                                  -------------
                                                                   (Unaudited)

CURRENT ASSETS

   Cash - restricted                                              $     12,011
                                                                  ------------

     Total Current Assets                                               12,011
                                                                  ------------

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

TOTAL ASSETS                                                      $     12,011
                                                                  ============

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

CURRENT LIABILITIES

   Accounts payable                                               $  2,513,492
   Accrued expenses                                                  9,971,801
   Notes payable - related parties                                   1,033,469
   Notes and convertible debentures payable - current portion        8,674,884
                                                                  ------------

         Total Current Liabilities                                  22,193,646
                                                                  ------------

         Total Liabilities                                          22,193,646
                                                                  ------------

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                (57,912,599)
                                                                  ------------

         Total Stockholders' Equity (Deficit)                      (22,181,635)
                                                                  ------------

         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
            (DEFICIT)                                             $     12,011
                                                                  ============

The accompanying footnotes 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                            For the                   Inception on
                                                  Three Months Ended                  Nine Months Ended                March 26,
                                                     September 30,                      September 30,                1992 Through
                                          ----------------------------------   ----------------------------------    September 30,
                                                2005               2004              2005              2004              2005
                                          ----------------   ---------------   ---------------   ----------------   ---------------
<S>                                       <C>                <C>               <C>               <C>                <C>
REVENUES                                  $              -   $             -   $             -   $              -   $             -
                                          ----------------   ---------------   ---------------   ----------------   ---------------

EXPENSES

      General and administrative                     3,556            12,284            23,866             26,079           441,583
      Depreciation and amortization                      -                 -                 -                  -            15,964
                                          ----------------   ---------------   ---------------   ----------------   ---------------

            Total Expenses                           3,556            12,284            23,866             26,079           457,547
                                          ----------------   ---------------   ---------------   ----------------   ---------------

            LOSS FROM OPERATIONS                    (3,556)          (12,284)          (23,866)           (26,079)         (457,547)
                                          ----------------   ---------------   ---------------   ----------------   ---------------

OTHER INCOME (EXPENSE)

      Interest income                                    3                34                32                103               313
      Gain (loss) on sale of assets                      -                 -            10,000                  -         1,746,986
      Interest expense                              (9,078)           (9,077)          (26,938)           (27,036)       (8,895,826)
                                          ----------------   ---------------   ---------------   ----------------   ---------------

            Total Other Income (Expense)            (9,075)           (9,043)          (16,906)           (26,933)       (7,148,527)
                                          ----------------   ---------------   ---------------   ----------------   ---------------

INCOME (LOSS) BEFORE
   INCOME TAXES                                    (12,631)          (21,327)          (40,772)           (53,012)       (7,606,074)

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

INCOME (LOSS) BEFORE
   DISCONTINUED OPERATIONS                         (12,631)          (21,327)          (40,772)           (53,012)       (7,720,303)

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

NET INCOME (LOSS)                         $        (12,631)  $       (21,327)  $       (40,772)  $        (53,012)  $   (57,912,599)
                                          ================   ===============   ===============   ================   ===============

BASIC AND DILUTED LOSS PER
   SHARE

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

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

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

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

                                       3
<PAGE>

                    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 nine months ended
   September 30, 2005 (Unaudited)                 -                 -              -                -             -        (40,772)
                                         ----------    --------------   ------------    -------------   -----------  -------------

Balance, September 30, 2005 (Unaudited)  56,182,746    $      561,827   $ 35,169,137    $           -   $         -  $ (57,912,599)
                                         ==========    ==============   ============    =============   ===========  =============
</TABLE>

The accompanying footnotes 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 Nine Months Ended        March 26,
                                                                           September 30,           1992 Through
                                                                   ----------------------------    September 30,
                                                                       2005            2004             2005
                                                                   ------------    ------------    -------------
<S>                                                                <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                                        $    (40,772)   $    (53,012)   $ (57,912,599)
   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                                         (10,000)              -       (1,746,986)
         Impairment loss                                                      -               -       12,302,123
         Bad debt expense                                                     -               -                -
   Change in operating asset and liability accounts,
      net of amounts acquired in business combination:
         (Increase) decrease in advances to employees,
            prepaid expenses, deposits and debt offering costs                -               -       (5,772,221)
         Increase (decrease) in accounts payable                       (171,618)         24,579        5,497,158
         Increase (decrease) in accrued expenses                         26,938          27,036       13,746,042
                                                                   ------------    ------------    -------------

               Net Cash Used by Operating Activities                   (195,452)         (1,397)     (21,685,411)
                                                                   ------------    ------------    -------------

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                                          10,000               -          103,501
   Purchase of fixed assets                                                   -               -       (1,164,570)
   Equipment procurement costs                                                -               -         (564,110)
                                                                   ------------    ------------    -------------

               Net Cash Provided (Used) by Investing Activities          10,000               -       (1,887,638)
                                                                   ------------    ------------    -------------

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 footnotes 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 Nine Months Ended          March 26,
                                                                  September 30,              1992 Through
                                                          -----------------------------      September 30,
                                                              2005             2004              2005
                                                          ------------     ------------     --------------
<S>                                                       <C>              <C>              <C>
NET INCREASE (DECREASE) IN CASH                           $   (185,452)    $     (1,397)    $       12,011

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

CASH AT END OF PERIOD                                     $     12,011     $    183,929     $       12,011
                                                          ============     ============     ==============

CASH PAID FOR:

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

NON-CASH FINANCING ACTIVITIES

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

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

                                       6
<PAGE>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                               September 30, 2005

NOTE 1 -  BASIS OF FINANCIAL STATEMENT PRESENTATION

          The accompanying unaudited 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  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 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 nine months ended September 30, 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:

                                                        September 30,
                                                            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                            1,457,385
          Accrued contingency for additional post
             petition claims                                    222,411
                                                      -----------------

                Total                                 $       9,971,801
                                                      =================

NOTE 3 -  GOING CONCERN

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

          The Company has incurred losses from its inception  through  September
          30, 2005 of  approximately  $57,912,599.  The Company does not have an
          established  source of funds  sufficient to cover its operating costs,
          has a working capital deficit of approximately $22,181,000, has relied
          exclusively on debt and equity  financing.  Additionally the Company's
          wholly-owned subsidiary Sigma was

                                       7
<PAGE>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                               September 30, 2005

NOTE 3 -  GOING CONCERN (Continued)

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

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

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

NOTE 4 -  DILUTIVE INSTRUMENTS

          a. Stock Options

          The Company had outstanding stock options to purchase 87,132 shares of
          the Company's  common stock to non-employees as of September 30, 2005.
          These options expire in January 2012.

          The  following  table  summarizes  information  about  employee  stock
          options outstanding at September 30, 2005:

                  Number of         Weighted
                   Options          Average       Weighted        Number of
                 Outstanding       Remaining       Average     Exercisable at
   Exercise      September 30,     Contractual    Exercise      September 30,
     Price           2005             Life          Price           2005
   --------      -------------     -----------    --------     --------------

   $   1.00         3,007,456      6.25 years     $   1.00          3,007,456
   $   0.05           387,694      6.75 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:

<TABLE>
<CAPTION>
                                  For the Three Months Ended  For the Nine Months Ended
                                         September 30,               September 30,
                                  --------------------------  -------------------------
                                    2005            2004         2005            2004
                                  ---------       ---------   ---------       ---------
<S>                               <C>             <C>         <C>             <C>
Net income (loss) as reported     $ (12,631)      $ (21,327)  $ (40,772)      $ (53,012)
Proforma                            (12,631)        (21,327)    (40,772)        (53,012)
Basic and diluted income (loss)
   per share as reported              (0.00)          (0.00)      (0.00)          (0.00)
Pro forma                             (0.00)          (0.00)      (0.00)          (0.00)
</TABLE>

                                       8
<PAGE>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                               September 30, 2005

NOTE 4 -  DILUTIVE INSTRUMENTS (Continued)

          There  were no stock  options  granted  during the nine  months  ended
          September 30, 2005.

          b. Warrants

          A summary of the  Company's  outstanding  warrants as of September 30,
          2005,  and  changes  during the nine  months  then ended is  presented
          below:

                                                           Weighted
                                                            Average
                                                           Exercise
                                               Shares       Price
                                             ---------     --------
Outstanding, December 31, 2004               8,264,613     $   0.85

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

Outstanding, September 30, 2005              8,164,613     $   0.85
                                             =========     ========

Exercisable, September 30, 2005              8,164,613     $   0.85
                                             =========     ========

<TABLE>
<CAPTION>
                                       Outstanding                            Exercisable
                       --------------------------------------------  -----------------------------
                                         Weighted
                           Number         Average       Weighted         Number         Weighted
                         Outstanding     Remaining      Average        Exercisable      Average
       Range of         at September    Contractual     Exercise      at September      Exercise
    Exercise Prices       30, 2005         Life           Price         30, 2005         Price
---------------------  --------------   ------------  -------------  --------------  -------------
<S>                    <C>              <C>           <C>            <C>             <C>
$                1.50         120,000           0.75  $        1.50         120,000  $        1.50
            0.90-1.00       4,739,668           1.23           0.97       4,739,668           0.97
            0.50-0.75       3,304,945           1.25           0.65       3,304,945           0.65
---------------------  --------------   ------------  -------------  --------------  -------------

$           0.50-1.50       8,164,613           1.21  $        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 terminated substantially

                                       9
<PAGE>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                               September 30, 2005

NOTE 5 -  BANKRUPTCY (Continued)

          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 and SEC filings  current from the
          last filing date of June 30, 2002. Pursuant to orders of the United

                                       10
<PAGE>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                               September 30, 2005

NOTE 5 -  BANKRUPTCY (Continued)

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

          During the three  months  ended June 30,  2005,  the Company  received
          $10,000 as a deposit  toward the purchase of the  Company's  ownership
          interest in the water assets. The remaining proceeds of this sale were
          received  during the months  ended  December  31, 2005 and January 31,
          2006, as discussed in Note 8.

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 September 30, 2005 and 2004
-----------------------------------------------------

The business of the Company during the quarter ended September 30, 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 $3,556 and
$12,284  for  the  three-month  periods  ended  September  30,  2005  and  2004,
respectively.  The decrease in the current period compared to the same period in
the prior  year is due to  decreased  operations  as a result  of the  Company's
bankruptcy filing.

Nine Month Periods Ended September 30, 2005 and 2004
----------------------------------------------------

The  business of the Company  during the nine months  ended  September  30, 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 $23,866 and
$26,079  for  the  nine-month   periods  ended  September  30,  2005  and  2004,
respectively.  The decrease in the current period compared to the same period in
the prior  year is due to  decreased  operations  as a result  of the  Company's
bankruptcy filing.

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

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

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

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

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

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

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

                                       12
<PAGE>

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

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

Item 3. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Our management,  with the  participation of our principal  executive officer and
principal  financial officer,  has evaluated the effectiveness of the design and
operation  of our  disclosure  controls  and  procedures  (as  defined  in Rules
13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of 1934, as amended)
as of the end of the period  covered  by this  quarterly  report.  Based on this
evaluation,  our principal  executive  officer and principal  financial  officer
concluded  that these  disclosure  controls and  procedures  are  effective  and
designed to ensure that the information  required to be disclosed in our reports
filed or  submitted  under  the  Securities  Exchange  Act of 1934 is  recorded,
processed, summarized and reported within the requisite time periods.

(b) Changes in internal controls.

There was no change in our internal control over financial reporting (as defined
in Rules 13a-15(f) and 15d-15(f)  under the Securities  Exchange Act of 1934, as
amended)  identified in connection  with the evaluation of our internal  control
performed  during the  quarter  ended  September  30,  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.