This Form 10-KSB is the subject of a Form 12b-25

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

FORM 10-KSB

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

For the fiscal year ended  December 31, 2002

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

For the transition period from _____

Commission file number  000-27853

|SUN POWER CORPORATION                         
|----------------------------------------------
|(Name of small business issuer in its charter)

|Nevada                                                         |  | 86-0913555                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

|414 Viewcrest Road
Kelowna, British Columbia |  | V1W 4J8   
|-------------------------------------------- |  | ----------
|(Address of principal executive offices)     |  | (Zip Code)

Issuer's telephone number  800.537.4099

Securities registered under Section 12(b) of the Exchange Act:

|Title of each class |  | Name of each exchange on which registered
|------------------- |  | -----------------------------------------
|Nil                 |  | Nil                                      

Securities registered under Section 12(g) of the Exchange Act:

|Common shares, without par value
|--------------------------------
|(Title of class)                

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB [ ].

State issuer's revenues for its most recent fiscal year.  $233

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.)

11,778,000 common shares @ $0.165(1) = $1,943,370

Note: If determining whether a person is an affiliate will involve an unreasonable effort and expense, the issuer may calculate the aggregate market value of the common equity held by non-affiliates on the basis of reasonable assumptions, if the assumptions are stated.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

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 [ ] No [ ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

32,681,000 common shares, without par value outstanding as of March 28, 2003

DOCUMENTS INCORPORATED BY REFERENCE

None.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

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PART 1

Item 1.		Description of Business.

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this annual report on Form 10-KSB, the terms "we", "us", "our", and "Sun Power" mean Sun Power Corporation.

All dollar amounts refer to U.S. dollars unless otherwise indicated.

Business Development

We are a Nevada corporation formed on August 20, 1996 under the name "Hayoton Company Incorporated" as a management company for resorts and hotel properties. On September 24, 1996, we changed our name from "Hayoton Company Incorporated" to "Hyaton Company Incorporated" and then to "Hyaton Organics Inc." on October 21, 1999. On November 1, 2001, we changed our name to "Sun Power Corporation".

On November 26, 2001, we acquired all of the issued and outstanding shares of Sunspring, Inc., a Nevada company, from Solar Energy Limited in exchange for 2,000,000 shares of our common stock and 8,000,000 shares of our Series A Preferred Stock. On that same date, we acquired all of the issued and outstanding shares of Renewable Energy Corporation, a New Mexico corporation, from Renewable Energy Limited in exchange for 2,000,000 shares of our common stock and 8,000,000 shares of our Series B Preferred Stock. Sunspring, Inc. and Renewable Energy Corporation were developing proprietary technologies through which we eventually intended to sell alternative or "green" electricity.

A condition contained in the Agreement pursuant to which we acquired Sunspring, Inc. required that we fund Sunspring, Inc. with operating capital for the year following the closing pursuant to an agreed budget and, if we failed to do so, Solar Energy Limited would have the right to repossess all of the shares of Sunspring, Inc. on November 26, 2002. A similar condition contained in the Agreement pursuant to which we acquired Renewable Energy Corporation required that we fund Renewable Energy Corporation with operating capital for the year following the closing pursuant to an agreed budget and, if we failed to do so, Renewable Energy Limited would have the right to repossess all of the shares of Renewable Energy Corporation on November 26, 2002.

On or about November 20, 2002, Solar Energy Limited gave us notice that we had failed to fund Sunspring, Inc. as we were required to do and they exercised their right to repossess the shares of Sunspring, Inc. On that same date, Renewable Energy Limited gave us notice that we had failed to fund Renewable Energy Corporation as we were required to do and they exercised their right to repossess the shares of Renewable Energy Corporation. On December 6, 2002, we returned all of the issued and outstanding shares of Sunspring, Inc. to Solar Energy Limited and received, in return, the 8,000,000 shares of our Series A Preferred Stock that we had issued to Solar Energy Limited as a part of the purchase price. Concurrently, we returned all of the issued and outstanding shares of Renewable Energy Corporation to Renewable Energy Limited and received, in return, the 8,000,000 shares of our Series B Preferred Stock that we had issued to Renewable Energy Limited as a part of the purchase price.

Recent Developments

By an Assignment of Purchase Option Agreement dated December 16, 2002, we acquired all of the purchaser's rights under a Purchase Option Agreement dated November 27, 2002. This Purchase Option Agreement grants to our company an option to purchase all of the issued and outstanding shares of Minera Real de Cosalá SA de CV from Ms. Maria de los Dolores Ernestina Hernandez Leal and Ms. Ana Lucia Guinea Hernandez, together with a parcel of land and improvements (consisting of an office and a mill) owned by Ms. Ana Lucia Guinea Hernandez and an additional parcel of land and improvements (consisting of a residential dwelling) owned by Ms. Laura Cecilia Guinea Hernandez, although Ms. Laura Cecilia Guinea Hernandez is not a signatory to the Purchase Option Agreement.

Minera Real de Cosalá SA de CV is a Mexican corporation that owns legal and beneficial title to certain mineral exploration and exploitation rights, mining concessions and licenses and a mill which, together with the land and improvements owned by Ms. Ana Lucia Guinea Hernandez, constitute the recently closed La Verde copper-silver mine. The La Verde mine is located approximately 21 kilometres from the town of Cosalá, in the state of Sinaloa, Mexico. Cosalá has a population of approximately 18,000 people.

In consideration for the assignment to us of the Purchase Option Agreement, we paid our assignor, STS Trading Services Inc., $250,000 in the form of one million restricted common shares of our company at a deemed value of $0.25, and we agreed to pay STS Trading Services Inc. an additional $750,000, in the form of an additional three million restricted common shares of our company, if and when we complete the purchase of the La Verde mine as described in the Purchase Option Agreement. In addition, we agreed to file a registration statement with the Securities Exchange Commission registering all of the restricted common shares that we issue to STS Trading Services Inc. pursuant to the Assignment of Purchase Option Agreement. If we do not file this registration statement within six months after we complete the purchase of the La Verde mine pursuant to the Purchase Option Agreement, we will be required to issue, as a penalty for each month of delay thereafter, such number of our common shares as is equal to one percent of the number of shares that, at the time of calculation, have already been issued to STS Trading Services Inc. pursuant to the Assignment of Purchase Option Agreement.

We may exercise our purchase option at any time up to March 27, 2003, although we have the right to extend this period for two successive 30-day periods by delivering a written notice of extension to the vendors prior to the expiration of the then-current period. We are required to pay all taxes on the mining rights and properties during the term (and any extension) of our purchase option, up to a maximum of $25,000. We are required to begin negotiating and drafting a formal purchase agreement on or before March 27, 2003, and we are required to complete the purchase on or about June 25, 2003. The Purchase Option Agreement is subject to the execution of a formal share purchase agreement, which the parties have agreed to negotiate expeditiously and in good faith but, if we fail to do so, our company has the right to waive the requirement for a formal agreement.

If we exercise our purchase option, we will be required to pay an aggregate purchase price equal to the sum of $5,000,000 less the current and long term liabilities of Minera Real de Cosalá SA de CV and the land and improvements owned by Ms. Ana Lucia Guinea Hernandez and Ms. Laura Cecilia Guinea Hernandez as at the closing date.

The La Verde mine was operated almost continuously from 1972 to 2001, producing copper and silver ore for processing into concentrate at the mine's mill. When the mine was shut down in mid-2001, it was producing ore at approximately 200 tons per day. We believe that the mill currently has the capacity to process approximately 350 tons of ore per day.

The La Verde mine has been on a care and maintenance program since its closure in mid-2001. It was closed in mid-2001 due to financial problems at Grupo México's San Luis Potosi smelter, to whom all of the ore concentrate from the La Verde mine was sold. The current owner of the La Verde mine, under a new smelter contract with Nexxtrade, SA de CV, a metals trading company based in México City, is planning to re-start mine and mill production in late April, 2003.

Our company is in the process of conducting a due diligence review of the mine, the corporate books and records of Minera Real de Cosalá SA de CV and the land and improvements owned by Ms. Ana Lucia Guinea Hernandez and Ms. Laura Cecilia Guinea Hernandez.

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Principal Products:

Silver

Silver is both an industrial and precious metal. As an industrial metal, demand is driven by global industrial production, particularly in high-tech industries where its superb heat and electrical conductivity give it many applications in computers, batteries and cell phones.

Sterling silver contains 92.5% silver. It is commonly alloyed with gold or copper for manufacture of jewellery and silverware. As a precious metal, silver is also used in coinage programs in many countries. The US Strategic Defence Stockpile contained approximately 2 billion ounces of silver after World War II. The last of this silver was delivered to the US Mint in 2001. Silver for future US coinage programs will be sourced from open market purchases.

One of the most promising properties of silver is its bactericidal quality. In ionic form, silver kills bacteria by breaking down their cell walls, yet it is inert in the human body. No silver-resistant bacterial strains are known to exist. Besides the more commonly known silver medicinal uses in eye drops, nasal spray and burn ointments, silver is replacing the use of chlorine, which is now suspected to have long-term toxic effects, in water filtration systems for hospitals, apartments, pools, schools and municipalities.

Silver has the highest electrical conductivity of all metals. In fact silver defines conductivity - all other metals are compared against it. Silver possesses the unique ability to not spark, making its use in electrical contacts irreplaceable. Silver has the unique ability to "wet" (join) many metals. It is this quality that consumes silver in many soldering and brazing applications. Silver is replacing tin/lead solders in many applications -- for its higher conductivity and to eliminate the use of lead for environmental reasons. Silver tape is a critical component of high temperature superconductive wires, which can carry more electrical current than conventional wire bundles, with far less resistance and in a fraction of the space.

A primary factor affecting the price of silver is the available supply versus fabrication demand. In recent years, fabrication demand has greatly outpaced mine production forcing market participants to draw down existing stocks to meet demand. As these available sources continue to decline, silver's fundamentals continue to strengthen. However, silver's price can also be affected by changes in things such as the gold price, inflation (real or perceived), changing values of paper currencies, and fluctuations in deficits and interest rates.

Silver is a commodity that is traded 24 hours a day in the world's market centres - London, Zurich, New York, Chicago and Hong Kong.

México is the largest silver producer in the world, contributing approximately 17% of the world's annual silver production.

Copper

Copper is one of the oldest metals ever used and has been one of the important materials in the development of civilisation. Because of its properties, singularly or in combination, of high ductility, malleability, and thermal and electrical conductivity, and its resistance to corrosion, copper has become a major industrial metal, ranking third after iron and aluminium in terms of annual consumption. The versatility of this metal makes it one of the world's most useful natural resources. Alloyed with other metals, it can acquire additional invaluable characteristics such as hardness, tensile strength and still greater resistance to corrosion.

Building construction is the single largest market for copper, followed by electronics and electronic products, transportation, industrial machinery, and consumer and general products. Electrical uses of copper, including power transmission and generation, building wiring, telecommunication, and electrical and electronic products, account for about three quarters of total copper use. Copper piping is used for supplying water in residential, commercial and public buildings. It can help inhibit the growth of bacteria, viruses and fungi, thus contributing to the quality of water. The metal's long-established use for roofing and cladding buildings is accentuated in the modern architect's renewed interest in copper for its natural properties and, perhaps especially, for its excellent resistance to atmospheric corrosion. Copper by-products from manufacturing and obsolete copper products are readily recycled and contribute significantly to copper supply.

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Copper is an internationally traded commodity, and its price is effectively determined by the two major metals exchanges -- the New York Commodity Exchange ("COMEX") and the London Metal Exchange ("LME").

Significant Customers

We are in the very preliminary stages of identifying purchasers for the ore concentrate. So far, we have identified Glencore International AG, Trafigura and Teck-Cominco Ltd.

Glencore is a privately-owned Swiss company involved in mining, smelting, refining, processing and marketing of metals and minerals, energy products and agricultural products. Glencore trades commodities on a global basis, purchasing as principal from producers and selling to industrial consumers.

Trafigura, established in 1993, is a private group of companies trading in crude oil, petroleum products, natural gas, metals, minerals, electricity and other commodities.

Teck Cominco Limited is a Canadian-based integrated natural resource group whose principal activities are mining, smelting and refining.

Competition:

The La Verde copper-silver mine is the only copper-silver mine in the state of Sinaloa, Mexico, and it is a very small producer when compared with other producers. If we complete our acquisition of the mine and we complete all of our proposed upgrades and expansions to the mine and the mill, the mine will produce approximately 600 tonne per day and the mill will produce 2,025,502 ounces of silver a year and 3,922,127 pounds of copper. By way of contrast, the Apex Silver mine located in San Cristobal, Colombia, produces 40,000 tons of silver ore per day, and 27,000,000 ounces of silver per year and global production of silver concentrate is approximately 590,000,000 ounces (of which mines in Mexico are responsible for approximately 17%).

At present smelter operators in South Korea, China, the United States and Europe are purchasing all available silver concentrates and it does not appear that production from the La Verde mine will impact current supply and demand. We believe that production from the La Verde mine can be easily sold to smelters at attractive prices. We believe that production from the La Verde mine will not have any impact on the price of copper or silver on world markets, nor will the mine compete in any material way with any other producers.