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

                                  FORM 10-QSB/A
(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, 2007

   [ ]   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.
[X] Yes [ ] 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>

                                EXPLANATORY NOTE:

This Amendment to the Form 10-QSB for the quarterly  period ended  September 30,
2007,  originally  filed on  February 1, 2008 (the  "Original  10-QSB") is being
filed to  update  the  cover  page to  indicate  that,  as of the  filing of the
Original  10-QSB,  the last of a series of filings made on February 1, 2008, 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.  Except  for the
foregoing, the Original 10-QSB remains unamended.


<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


/s/ Michael Hopper
---------------------------
Name:  Michael Hopper
Title: Authorized Signatory
Date:  February 1, 2008