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, 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

                               September 30, 2003
<PAGE>

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

                                                                  September 30,
                                                                      2003
                                                                ---------------
                                                                  (Unaudited)

                            ASSETS

CURRENT ASSETS

   Cash - restricted                                            $       184,876
                                                                ---------------

     Total Current Assets                                               184,876
                                                                ---------------

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

TOTAL ASSETS                                                    $       184,876
                                                                ===============

        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

   Accounts payable                                             $     2,643,230
   Accrued expenses                                                   9,732,388
   Notes payable - related parties                                    1,033,469
   Notes and convertible debentures payable - current portion         8,674,884
                                                                ---------------

     Total Current Liabilities                                       22,083,971
                                                                ---------------

     Total Liabilities                                               22,083,971
                                                                ---------------

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                 (57,630,059)
                                                                ---------------

     Total Stockholders' Equity (Deficit)                           (21,899,095)
                                                                ---------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)                                                 $       184,876
                                                                ===============

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

EXPENSES

   General and administrative                          18,299                -           321,690                 -          321,690
   Depreciation and amortization                            -                -            15,964                 -           15,964
                                             ----------------  ---------------   ---------------  ----------------  ---------------

     Total Expenses                                    18,299                -           337,654                 -          337,654
                                             ----------------  ---------------   ---------------  ----------------  ---------------

     LOSS FROM OPERATIONS                             (18,299)               -          (337,654)                -         (337,654)
                                             ----------------  ---------------   ---------------  ----------------  ---------------

OTHER INCOME (EXPENSE)

   Interest income                                         44                -               100                 -              100
   Gain (loss) on sale of assets                       80,000                -         1,723,486                 -        1,723,486
   Interest expense                                    (9,078)        (819,530)          (24,729)       (2,064,603)      (8,823,695)
                                             ----------------  ---------------   ---------------  ----------------  ---------------

     Total Other Income (Expense)                      70,966         (819,530)        1,698,857        (2,064,603)      (7,100,109)
                                             ----------------  ---------------   ---------------  ----------------  ---------------

INCOME (LOSS) BEFORE
 INCOME TAXES                                          52,667         (819,530)        1,361,203        (2,064,603)      (7,437,763)

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

INCOME (LOSS) BEFORE
 DISCONTINUED OPERATIONS                               52,667         (819,530)        1,361,203        (2,064,603)      (7,437,763)

   (Loss) from discontinued
    operations                                              -          (66,943)                -       (17,901,983)     (50,192,296)
                                             ----------------  ---------------   ---------------  ----------------  ---------------

NET INCOME (LOSS)                            $         52,667  $      (886,473)  $     1,361,203  $    (19,966,586) $   (57,630,059)
                                             ================  ===============   ===============  ================  ===============

BASIC AND DILUTED INCOME (LOSS) PER
 SHARE

   Income (loss) before discontinued
    operations                               $           0.00  $         (0.02)  $          0.02  $          (0.05)
   Discontinued operations                               0.00            (0.00)             0.00             (0.40)
                                             ----------------  ---------------   ---------------  ----------------

     Net income (loss)                       $           0.00  $         (0.02)  $          0.02  $          (0.45)
                                             ================  ===============   ===============  ================

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                             56,182,746       53,321,654        56,182,746        43,927,458
                                             ================  ===============   ===============  ================
</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, 2002                56,182,746     561,827     35,169,137              -            -    (58,991,262)

Net income for the nine months ended
 September 30, 2003 (Unaudited)                    -           -              -              -            -      1,361,203
                                          ----------  ----------   ------------  -------------  -----------  -------------

Balance, September 30, 2003 (Unaudited)   56,182,746  $  561,827   $ 35,169,137  $           -  $         -  $ (57,630,059)
                                          ==========  ==========   ============  =============  ===========  =============
</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,
                                                                      2003           2002             2003
                                                                  ------------   -------------   --------------
<S>                                                               <C>            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                       $  1,361,203   $ (19,966,586)  $  (57,630,059)
   Adjustments to reconcile net loss to net
    cash used by operating activities:
     Depreciation and amortization                                      15,964         429,066        2,820,779
     Deferred consulting expense                                             -       1,959,800        2,486,798
     Value of common stock, warrants, options
      and discounts on equity instruments issued
      for services                                                           -       2,702,309        7,962,847
     Loss on sale of assets                                                  -               -          387,649
     Amortization of debenture discount and debt issue costs                 -       2,350,152        4,628,538
     Gain on disposition of debt and write off of subsidiary                 -      (5,762,376)      (6,085,539)
     Gain on sale of assets                                         (1,723,486)              -       (1,723,486)
     Impairment loss                                                         -      11,615,822       12,302,123
     Bad debt expense                                                        -               -                -
   Change in operating asset and liability accounts,
    net of amounts acquired in business combination:
     (Increase) decrease in advances to employees,
      prepaid expenses, deposits and debt offering costs                18,402          90,923       (5,772,221)
     Increase (decrease) in accounts payable                           214,849         918,802        5,626,896
     Increase (decrease) in accrued expenses                            18,855       4,373,415       13,506,629
                                                                  ------------  --------------   --------------

       Net Cash Used by Operating Activities                           (94,213)     (1,288,673)     (21,489,046)
                                                                  ------------  --------------   --------------

CASH FLOWS FROM INVESTING ACTIVITIES

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

       Net Cash Provided (Used) by Investing Activities                 80,000          (4,713)      (1,911,138)
                                                                  ------------  --------------   --------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from notes payable                                         136,818         371,000        4,951,818
   Repayment of related party notes payable                                  -          (5,250)      (1,640,226)
   Repayment of notes payable                                                -               -       (1,519,062)
   Loans from related parties                                                -          11,500        7,462,787
   Issuance of convertible debentures                                        -         650,000        3,100,000
   Common stock issued for cash                                              -         125,000       11,256,032
   Stock offering costs                                                      -               -          (26,289)
                                                                  ------------  --------------   --------------

       Net Cash Provided by Financing Activities                       136,818       1,152,250       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,
                                                                      2003            2002            2003
                                                                  ------------   -------------   --------------
<S>                                                               <C>            <C>             <C>
NET INCREASE (DECREASE) IN CASH                                   $    122,605   $    (141,136)  $      184,876

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

CASH AT END OF PERIOD                                             $    184,876   $       2,995   $      184,876
                                                                  ============   =============   ==============

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            $          -   $   2,702,309   $    7,962,847
  Equity instruments issued for deferred consulting
   expense/asset acquisition                                      $          -   $     818,800   $      740,000
  Common stock issued for recapitalization                        $          -   $           -   $    2,761,773
  Common stock issued for conversion of debt                      $          -   $     106,000   $    2,963,511
  Acquisition of licenses through license agreement
   Payable                                                        $          -   $           -   $    6,940,000
  Warrants granted in conjunction with debt instruments           $          -   $     717,149   $    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, 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 nine months ended  September 30, 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:

                                                                  September 30,
                                                                      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                                 1,385,255
            Accrued contingency for additional post
             Petition claims                                            222,411
                                                                  -------------

                 Total                                            $   9,732,388
                                                                  =============

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, 2003 of approximately $57,630,059.  The Company does not have an
            established source of funds sufficient to cover its operating costs,
            has a working  capital  deficit of  approximately  $21,899,000,  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
                               September 30, 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 September 30,
            2003.  These options  expire on various  dates  beginning in October
            2003 and ending in January 2012.

            The following  table  summarizes  information  about  employee stock
            options outstanding at September 30, 2003:

                         Number of      Weighted
                          Options        Average     Weighted      Number of
                        Outstanding     Remaining     Average   Exercisable at
            Exercise   September 30,   Contractual   Exercise    September 30,
              Price        2003           Life         Price         2003
            --------   -------------   -----------   --------   --------------
            $   1.00       3,007,456    8.25 years   $   1.00        3,007,456
            $   0.05         387,694    8.75 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,
                                                       --------------------------  -------------------------
                                                          2003           2002         2003          2002
                                                       ----------  --------------  -----------  ------------
                  <S>                                  <C>         <C>             <C>          <C>
                  Net income (loss) as reported        $   52,667  $    (886,473)  $ 1,361,203  $(19,966,586)
                  Proforma                                 52,667       (886,473)    1,361,203   (22,897,380)
                  Basic and diluted income (loss)
                   per share as reported                     0.00          (0.02)         0.02         (0.45)
                  Pro forma                                  0.00          (0.02)         0.02         (0.52)
</TABLE>

                                        8

<PAGE>

                    OCEAN POWER CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                               September 30, 2003

NOTE 4 - DILUTIVE INSTRUMENTS (Continued)

            There were no stock  options  granted  during the nine months  ended
            September 30, 2003.

            b. Warrants

            A summary of the Company's  outstanding warrants as of September 30,
            2003,  and changes  during the nine  months then ended is  presented
            below:

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

                  Granted                                          -          -
                  Expired/Cancelled                         (810,000)     (1.09)
                  Exercised                                        -          -
                                                         -----------  ---------

                  Outstanding, September 30, 2003          8,985,343  $    0.91
                                                         ===========  =========

                  Exercisable, September 30, 2003          8,985,343  $    0.91
                                                         ===========  =========

<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, 2003       Life        Price     30, 2003      Price
                  ---------------  ------------  -----------  --------  ------------  --------
                  <S>              <C>           <C>          <C>       <C>           <C>
                  $          1.50       840,730         0.93  $   1.50       840,730  $   1.50
                        0.90-1.10     4,839,668         3.21      0.97     4,839,668      0.97
                        0.50-0.75     3,304,945         3.26      0.65     3,304,945      0.65
                  ---------------  ------------  -----------  --------  ------------  --------

                  $     0.50-1.50     8,985,343         3.00  $   0.91     8,985,343  $   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
                               September 30, 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
                               September 30, 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 nine months ending  September 30, 2003, the Company filed
            a motion in the  bankruptcy  case to approve  the  proposed  sale of
            substantially  all of its assets to  Algonquin  Capital  Management,
            L.L.C. and Hibernia Capital  Management,  L.L.C.,  subject to higher
            and better  offers.  By order dated February 6, 2003, the Bankruptcy
            Court  authorized the asset sale  agreement  with Algonquin  Capital
            Management L.L.C. and Hibernia Capital Management L.L.C. as modified
            by the Creditor  Settlement  Agreement and assumption and assignment
            of certain executory contracts,  licenses and intellectual  property
            rights  for a  credit  bid of  $2,000,000.  As part of the  Creditor
            Settlement  Agreement,   Algonquin  Capital  Management  L.L.C.  and
            Hibernia  Capital  Management  L.L.C.  reconveyed to the  bankruptcy
            estate a 60% ownership in the Water Assets of the Company.  The Bill
            of Sale  consummating the sale was signed on February 19, 2003. As a
            result of this asset sale the Company  recognized  a gain on sale of
            assets in the amount of $1,723,486.  The Company had no basis in the
            water assets prior to the original sale and therefore  recognized no
            gain on the subsequent return of those assets.

NOTE 7 - DEBTOR-IN-POSSESSION FINANCING

            During the nine  months  ending  September  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, 2002.

Three Month Periods Ended September 30, 2003 and 2002

The business of the Company during the quarter ended September 30, 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. The Company has had no employees since February
2003. The administrative activities of the Company are performed by outside
consultants and advisors. Direct administrative expenses of the Company related
to continuing operations totaled $18,299 and $0 for the three-month periods
ended September 30, 2003 and 2002, respectively. The increase in the current
period compared to the same period in the prior year is due primarily to legal
and consulting fees as the Company attempts to complete and exit bankruptcy.
During the three months ended September 30, 2002, the Company incurred
$3,674,864 in expenses that were reported as part of discontinued operations.

Nine Month Periods Ended September 30, 2003 and 2002

The business of the Company during the nine months ended September 30, 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. The Company has had no employees since February
2003. The administrative activities of the Company are performed by outside
consultants and advisors. Direct administrative expenses of the Company related
to continuing operations totaled $337,654 and $0 for the nine-month periods
ended September 30, 2003 and 2002, respectively. The increase in the current
period compared to the same period in the prior year is due primarily to legal
and consulting fees as the Company attempts to complete and exit bankruptcy.
During the nine months ended September 30, 2002, the Company incurred
$23,518,203 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.

                                       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.

                                       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 September 30, 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.