UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-QSB



[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF
THE SECURITIES EXCHANGE ACT OF 1934



[
] TRANSITION REPORT PURSUANT TO SECTION 13 OR

15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934



For
the quarterly period ended: September 30, 2003



Commission
file number 000-27853



SUN
POWER CORPORATION

(Exact
name of registrant as specified in its charter)



|Nevada                                   | 86-0913555            
|---------------------------------------- | ----------------------
|(State
or other jurisdiction of          | (I.R.S.
Employer      
|incorporation
or organization)           | Identification
Number)
|                                        
|414 Viewcrest Road                      
|Kelowna, British Columbia, Canada        | V1W 4J8               
|(Address
of Principal Executive Offices) | (Zip
Code)            



(800)
537-4099

(Registrant's
telephone number, including area code)



Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the last 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 ____



The
number of shares of Common Stock, $0.001 par value, outstanding on November 8,
2003 was 32,681,000 shares, held by approximately 75 shareholders.



Transitional
Small Business Disclosure Format (check one):



Yes 
No X

---



TEM 1.
FINANCIAL STATEMENTS

Sun
Power Corporation

(A
Development Stage Enterprise)

Consolidated
Balance Sheets

(Expressed
in United States dollars)



|                                                                       | September
      30, 2003     | December
      31, 2002     
|---------------------------------------------------------------------- | ---------------------------- | ----------------------------
|                                                                       | (unaudited)                  |                             
|Assets                                                                 |                              |                             
|                                                                       |                              |                             
|Current
      assets:                                                  |                              |                             
|Cash                                                                   | $                   
      - | $                 
      14 
|Accounts
      receivable and other                                    | -                            | 100                         
|Prepaids
      and deposits                                            | -                            | 8,009                       
|Total
      current assets                                             | -                            | 8,123                       
|                                                                       |                              |                             
|Investment                                                             | 1                            | 1                           
|                                                                       |                              |                             
|Fixed
      assets (note 3)                                            | 13,674                       | 17,644                      
|                                                                       |                              |                             
|Deferred
      financing costs                                         | -                            | 17,433                      
|Total
      assets                                                     | $          
      13,675     | $          
      43,201    
|                                                                       |                              |                             
|Liabilities
      and Stockholders' Deficiency                         |                              |                             
|                                                                       |                              |                             
|Current
      liabilities:                                             |                              |                             
|Bank
      indebtedness                                                | $               
      465   | $                   
      -
|Accounts
      payable                                                 | 158,778                      | 228,604                     
|Accrued
      liabilities                                              | -                            | 10,000                      
|Promissory
      notes                                                 | 93,700                       | 30,000                      
|Loans
      from related party                                         | -                            | 145,722                     
|Accounts
      payable to be settled by common shares (note 5(c))      | 1,031,658                    | 450,054                     
|Loans
      from related party to be settled by common shares (note 4) | 1,549,201                    | 1,350,050                   
|                                                                       | 2,833,802                    | 2,214,430                   
|Stockholders'
      deficiency:                                        |                              |                             
|Capital
      stock (note 5):                                          |                              |                             
|Authorized:                                                            |                              |                             
|100,000,000
      common shares with a par value of $0.01              |                              |                             
|25,000,000
      preference shares with a par value of $0.01           |                              |                             
|Issued:                                                                |                              |                             
|32,681,000
      common shares (2002 - 31,681,000)                     | 566,810                      | 316,810                     
|1,554,562
      preference shares                                      | 1,554,562                    | 1,554,562                   
|Issuable
      common shares                                           | -                            | 250,000                     
|Additional
      paid-in capital (note 5(a))                           | 1,135,857                    | 1,135,857                   
|Deficit
      accumulated during the development stage                 | (6,077,356)                  | (5,428,458)                 
|Total stockholders' deficiency                                         | (2,820,127)                  | (2,171,229)                 
|Total
      liabilities and stockholders' deficiency                   | $          
      13,675     | $          
      43,201    
|                                                                       |                              |                             
|Future
      operations (note 1(a))                                    |                              |                             
|Commitments
      (note 7)                                             |                              |                             



See
accompanying notes to interim consolidated financial statements.



2

---

Sun
Power Corporation

(A
Development Stage Enterprise)

Consolidated
Statements of Operations and Deficit

(Unaudited)

(Expressed
in United States dollars)



|                                                                            | Three
      month period ended September 30, 2003 | Three
      month period ended September 30, 2002 | Nine
      month period ended September 30, 2003 | Nine
      month period ended September 30, 2002 | Period
      from inception on November 24, 1994 to September 30, 2003
|--------------------------------------------------------------------------- | ------------------------------------------------- | ------------------------------------------------- | ------------------------------------------------ | ------------------------------------------------ | ----------------------------------------------------------------------
|Revenue                                                                     | $                      
      -                   | $                       
      -                  | $                    
      -                    | $                 
      223                     | $            
      88,357                                            
|                                                                            |                                                   |                                                   |                                                  |                                                  |                                                                       
|Expenses:                                                                   |                                                   |                                                   |                                                  |                                                  |                                                                       
|Consulting
      fees                                                       | 36,294                                            | 128,741                                           | 173,660                                          | 552,890                                          | 2,049,011                                                             
|Professional
      fees                                                     | 66,094                                            | 6,157                                             | 134,461                                          | 190,529                                          | 703,111                                                               
|Product
      research and development costs                                | 1,760                                             | 77,708                                            | 143,814                                          | 324,871                                          | 1,079,239                                                             
|Administrative
      and other expenses                                     | 36,598                                            | 129,447                                           | 144,566                                          | 388,824                                          | 996,386                                                               
|I 
      nterest                                                            | 14,933                                            | 85,562                                            | 48,427                                           | 206,362                                          | 346,289                                                               
|Mineral
      property option                                               | -                                                 | -                                                 | -                                                | -                                                | 250,000                                                               
|Amortization                                                                | 2,326                                             | 3,854                                             | 3,970                                            | 10,024                                           | 24,626                                                                
|                                                                            | 158,005                                           | 431,469                                           | 648,898                                          | 1,673,500                                        | 5,448,662                                                             
|                                                                            |                                                   |                                                   |                                                  |                                                  |                                                                       
|Loss
      before undernoted                                                | (158,005)                                         | (431,469)                                         | (648,898)                                        | (1,673,277)                                      | (5,360,305)                                                           
|                                                                            |                                                   |                                                   |                                                  |                                                  |                                                                       
|Loss
      on disposal of Camden-Agro Systems Inc.                          | -                                                 | -                                                 | -                                                | -                                                | (244,536)                                                             
|Gain
      on disposal of Renewable Energy Corp.                            | -                                                 | -                                                 | -                                                | -                                                | 162,900                                                               
|Gain
      on disposal of Sunspring, Inc.                                   | -                                                 | -                                                 | -                                                | -                                                | 62,494                                                                
|                                                                            |                                                   |                                                   |                                                  |                                                  |                                                                       
|Loss
      for the period                                                   | (158,005)                                         | (431,469)                                         | (648,898)                                        | (1,673,277)                                      | (5,379,447)                                                           
|                                                                            |                                                   |                                                   |                                                  |                                                  |                                                                       
|Deficit
      accumulated during the development stage, beginning of period | (5,709,657)                                       | (4,618,909)                                       | (5,218,764)                                      | (3,167,407)                                      | -                                                                     
|                                                                            |                                                   |                                                   |                                                  |                                                  |                                                                       
|Charge
      to deficit                                                     | -                                                 | -                                                 | -                                                | -                                                | (488,215)                                                             
|                                                                            |                                                   |                                                   |                                                  |                                                  |                                                                       
|Deemed
      dividends on preferred stock                                   | (209,694)                                         | -                                                 | (209,694)                                        | (209,694)                                        | (209,694)                                                             
|                                                                            |                                                   |                                                   |                                                  |                                                  |                                                                       
|Deficit,
      accumulated during the development stage, end of period      | $     
      (6,077,356)                          | $      
      (5,050,378)                         | $     
      (6,077,356)                         | $    
      (5,050,378)                          | $    
      (6,077,356)                                               
|                                                                            |                                                   |                                                   |                                                  |                                                  |                                                                       
|Basic
      and diluted loss per share                                      | $              
      (0.01)                      | $               
      (0.02)                     | $             
      (0.02)                      | $             
      (0.05)                      | $             
      (0.22)                                           
|Weighted
      average number of shares outstanding                         | 32,681,000                                        | 31,595,130                                        | 32,347,666                                       | 31,580,934                                       | 24,285,926                                                            



See
accompanying notes to interim consolidated financial statements.



3

---

Sun
Power Corporation

(A
Development Stage Enterprise)

Consolidated
Statements of Cash Flows

(Unaudited)

(Expressed
in United States dollars)



|                                                                                 | Nine
      month period ended September 30, 2003 | Nine
      month period ended September 30, 2002 | Period
      from inception on November 24, 1994 to September 30, 2003
|-------------------------------------------------------------------------------- | ------------------------------------------------ | ------------------------------------------------ | ----------------------------------------------------------------------
|                                                                                 |                                                  |                                                  |                                                                       
|Cash
      flows from (used in) operating activities:                            |                                                  |                                                  |                                                                       
|Loss
      for the period                                                        | $        
      (648,898)                        | $     
      (1,673,277)                         | $     
      (5,379,447)                                              
|Items
      not involving the use of cash:                                       |                                                  |                                                  |                                                                       
|Amortization                                                                     | 3,970                                            | 8,990                                            | 24,626                                                                
|Stock
      based compensation                                                   | -                                                | 203,345                                          | 826,726                                                               
|Shares
      issued as a financing fee                                           | -                                                | -                                                | 5,000                                                                 
|Mineral
      property option payment                                            | -                                                | -                                                | 250,000                                                               
|Loss
      on disposal of Camden-Agro Systems Inc.                               | -                                                | -                                                | 244,536                                                               
|Gain
      on disposal of Renewable Energy Corp.                                 | -                                                | -                                                | (162,900)                                                             
|Gain
      on disposal of Sunspring, Inc.                                        | -                                                | -                                                | (62,494)                                                              
|Amortization
      of deferred financing costs                                   | 17,433                                           | 67,333                                           | 112,766                                                               
|Changes
      in non-cash operating working capital:                             |                                                  |                                                  |                                                                       
|Accounts
      receivable and other                                              | 100                                              | 25,000                                           | 9,193                                                                 
|Prepaids
      and deposits                                                      | 8,009                                            | 11,276                                           | -                                                                     
|Accounts
      payable and accrued liabilities                                   | (79,826)                                         | 392,511                                          | 740,432                                                               
|Accounts
      payable to be settled by common shares                            | 581,604                                          | -                                                | 581,604                                                               
|Loans
      from related party to be settled by common shares                    | 199,151                                          | -                                                | 199,151                                                               
|                                                                                 | 81,543                                           | (964,822)                                        | (2,610,807)                                                           
|Investments:                                                                     |                                                  |                                                  |                                                                       
|Capital
      expenditures                                                       | -                                                | (43,115)                                         | (47,341)                                                              
|Cash
      on disposal of Camden-Agro Systems Inc.                               | -                                                | -                                                | (208)                                                                 
|Cash
      of acquired business                                                  | -                                                | -                                                | 107,568                                                               
|Reduction
      in cash on disposal of Sunspring, Inc.                           | -                                                | -                                                | (5,854)                                                               
|Reduction
      in cash on disposal of Renewable Energy Corp.                    | -                                                | -                                                | (7,001)                                                               
|Advances
      to Sunspring Inc. and Renewable Energy Corp. prior to acquisition | -                                                | -                                                | (175,000)                                                             
|                                                                                 | -                                                | (43,115)                                         | (127,836)                                                             
|Financing:                                                                       |                                                  |                                                  |                                                                       
|Bank
      indebtedness                                                          | 465                                              | -                                                | 465                                                                   
|Promissory
      notes                                                           | 63,700                                           | 28,500                                           | 93,700                                                                
|Issuance
      of common shares for cash                                         | -                                                | 100,000                                          | 100,657                                                               
|Loans
      (including accrued interest)                                         | (145,722)                                        | 674,350                                          | 2,524,389                                                             
|                                                                                 | (81,557)                                         | 802,850                                          | 2,719,211                                                             
|Effect
      of exchange rate changes on foreign currency cash balances          | -                                                | -                                                | 19,432                                                                
|Decrease
      in cash                                                           | (14)                                             | (205,087)                                        | -                                                                     
|Cash,
      beginning of period                                                  | 14                                               | 217,830                                          | -                                                                     
|Cash,
      end of period                                                        | $                       
      -                 | $             
      12,743                      | $                       
      -                                      
|                                                                                
|Cash
      is defined as cash less bank indebtedness.                           



4

---

Sun
Power Corporation

(A
Development Stage Enterprise)

Consolidated
Statements of Cash Flows, Continued

(Unaudited)

(Expressed
in United States dollars)



|                                                 | Nine
      month period ended September 30, 2003 | Nine
      month period ended September 30, 2002 | Period
      from inception on November 24, 1994 to September 30, 2003
|------------------------------------------------ | ------------------------------------------------ | ------------------------------------------------ | ----------------------------------------------------------------------
|                                                 |                                                  |                                                  |                                                                       
|Supplementary
      information:                 |                                                  |                                                  |                                                                       
|Interest
      paid                              | $                       
      -                 | $                      
      -                  | $                      
      -                                       
|Income
      taxes paid                          | -                                                | -                                                | -                                                                     
|                                                 |                                                  |                                                  |                                                                       
|Issuance
      of common shares:                 |                                                  |                                                  |                                                                       
|For
      investment in Camden Agro-Systems Inc. | -                                                | -                                                | 270,590                                                               
|As
      a financing fee                         | -                                                | 112,766                                          | 117,766                                                               
|On
      acquisition of Sunspring                | -                                                | -                                                | 20,000                                                                
|On
      acquisition of Renewable Energy Corp.   | -                                                | -                                                | 20,000                                                                
|Stock-based
      compensation                   | -                                                | 203,345                                          | 786,263                                                               
|Issuance
      of preference shares:             |                                                  |                                                  |                                                                       
|On
      acquisition of Sunspring Inc.           | -                                                | -                                                | 80,000                                                                
|On
      acquisition of Renewable Energy Corp.   | -                                                | -                                                | 80,000                                                                
|For
      retirement of debt                     | -                                                | 1,554,562                                        | 1,554,562                                                             
|Deemed
      dividends on preferred shares       | -                                                | -                                                | 209,694                                                               



See
accompanying notes to interim consolidated financial statements.



5

---

Sun
Power Corporation

(A
Development Stage Enterprise)



Notes
to Consolidated Financial Statements

(Unaudited)

(Expressed
in United States dollars)



Nine
month period ended September 30, 2003 and 2002

Period
from inception on November 24, 1994 to September 30, 2003



1.   
Nature and continuance of operations:



> Sun
>     Power Corporation (the "Company") was incorporated pursuant to the
>     laws of the State of Nevada on August 20, 1996. It is listed on the National
>     Association of Securities Dealers Over-The-Counter Bulletin Board under the
>     symbol "SNPW". Effective December 31, 2001, the Company held a
>     100% interest in Sunspring, Inc. ("Sunspring") and Renewable
>     Energy Corp. ("REC").
>     
>     On
>     November 20, 2002, Solar Energy Limited exercised their right to exchange
>     their 8,000,000 shares of the Company's Series A Preferred Stock for the
>     return of all of the issued and outstanding shares of Sunspring.
>     Concurrently, Renewable Energy Limited exercised their right to exchange
>     their 8,000,000 shares of the Company's Series B Preferred Stock for the
>     return of all of the issued and outstanding shares of REC. As a result, on
>     December 6, 2002 and effective as of December 30, 2002, the Company
>     exchanged all of the shares of Sunspring and REC for all of its issued and
>     outstanding Series A and Series B preferred stock.
>     
>     On
>     December 16, 2002, the Company executed an Agreement (the
>     "Agreement") with Securities Trading Services Inc.
>     ("STS") in which STS agreed to assign to the Company its rights to
>     purchase the shares of Minera Real de Cosala SA de CV ("Minera
>     Real"), a Mexican company that holds title to certain mining claims and
>     related assets, as well as certain real property owned by one of the
>     shareholders of Minera Real and a family member (collectively "the
>     Property") located in Sinaloa, Mexico.
>     
>     The
>     terms of the Assignment of Purchase Option Agreement required the Company to
>     pay within ten days after the execution of the Agreement the sum of
>     $250,000, payable in 1,000,000 restricted common shares at a deemed value of
>     $0.25 per common share. These shares had not been issued at
>     December 31, 2002 but were issued in February 2003 and are reflected as
>     issued common shares in stockholders' deficiency at September 30,
>     2003.
>     
>     The
>     Purchase Option Agreement between STS and the vendors dated November 27,
>     2002 expired on August 29, 2003 and thus, the Company no longer has the
>     right to acquire the property.

6

---

Sun
Power Corporation

(A
Development Stage Enterprise)



Notes
to Consolidated Financial Statements

(Unaudited)

(Expressed
in United States dollars)



Nine
month period ended September 30, 2003 and 2002

Period
from inception on November 24, 1994 to September 30, 2003



> (a)   
> Future operations:
>   These
>         consolidated financial statements have been prepared on the basis of a
>         going concern, which contemplates the realization of assets and the
>         satisfaction of liabilities in the normal course of business. The
>         Company has suffered recurring losses and has not generated profitable
>         operations since inception. In addition, at September 30, 2003, the
>         Company has a working capital deficiency of $2,833,802 and a
> stockholders' deficiency of $2,820,127.
>         
>         The
>         continuance of the Company as a going concern is dependent on the
>         continued forebearance of its creditors, obtaining financing for
>         continued operations and the attainment of profitable operations.
>         Management is in the process of identifying sources for additional
>         financing to fund the ongoing development of the Company's business.
>         
>         The
>         Company will depend almost exclusively on outside capital to fund
>         operations. Such outside capital may include the sale of additional
>         stock and/or commercial borrowing. There can be no assurance that
>         capital will be available as necessary or, if the capital is available,
>         it will be on terms acceptable to the Company. The issuances of
>         additional equity securities by the Company would result in a
>         significant dilution in the equity interests of its current
>         stockholders. Obtaining commercial loans, assuming those loans would be
>         available, will increase the Company's liabilities and future cash
>         commitments. If the Company is unable to obtain financing in the amounts
>         and on terms deemed acceptable, the business and future success may be
>         adversely affected.
>         
>         Given
>         the Company's limited operating history, lack of sales, and the
>         continued operating losses, there can be no assurance that it will be
>         able to achieve or maintain profitability.
>         (b)   
>         Development stage enterprise:
>   For
>         U.S. accounting purposes the Company is considered to be a development
>         stage enterprise from inception on November 24, 1994 to
>         September 30, 2003 as its efforts have been and continue to be
>         primarily directed towards the development of new products. The
>         identification of an entity as a development stage enterprise does not
>         impact the measurement and recognition principles applied in these
>         consolidated financial statements but does require the disclosure of
>         specified cumulation from inception and other information.

7

---

Sun
Power Corporation

(A
Development Stage Enterprise)



Notes
to Consolidated Financial Statements

(Unaudited)

(Expressed
in United States dollars)



Nine
month period ended September 30, 2003 and 2002

Period
from inception on November 24, 1994 to September 30, 2003



2.   
Significant accounting policies:



> The
>     consolidated financial statements have been prepared in accordance with
>     generally accepted accounting principles in the United States.
>     
>     The
>     interim consolidated financial statements do not include all information and
>     footnote disclosures required under generally accepted accounting principles
>     in the United States for a complete set of annual financial statements.
>     
>     In
>     the opinion of management, these interim consolidated financial statements
>     reflect all adjustments (consisting solely of normal recurring accruals)
>     considered necessary for a fair presentation of the financial position as at
>     September 30, 2003, results of operations and cash flows for the three and
>     nine month periods ended September 30, 2003 and 2002.
>     
>     Interim
>     results of the three and nine month periods ended September 30, 2003 are not
>     necessarily indicative of the results that may be expected for the fiscal
>     year as a whole or for any other period. These financial statements should
>     be read in conjunction with the financial statements and notes thereto
>     included in the Company's annual report on Form 10-KSB for the fiscal year
>     ended December 31, 2002.
>     
> (a)   
> Principles of presentation:
>   These
>         consolidated financial statements include the accounts of Sun Power
>         Corporation ("Sun Power" or the "Company") and its
>         wholly owned subsidiaries, Sunspring, Inc. ("Sunspring") and
>         Renewable Energy Corp. ("REC"), from their respective date of
>         acquisition to their respective dates of disposition. All material
>         intercompany balances and transactions have been eliminated.
> (b)   
> Fixed assets:
>   Fixed
>         assets are recorded at cost. Amortization is calculated from the date of
>         acquisition using the following methods and rates:

Asset
    Basis
    RateComputer
      equipment
    declining-balance
    30%




8

---

Sun
Power Corporation

(A
Development Stage Enterprise)



Notes
to Consolidated Financial Statements

(Unaudited)

(Expressed
in United States dollars)



Nine
month period ended September 30, 2003 and 2002

Period
from inception on November 24, 1994 to September 30, 2003



> (c)   
> Loss per share:
>   Loss
>         per share is calculated using the weighted average number of shares
>         outstanding during the fiscal period. This average includes as
>         outstanding common shares, shares issued in a reporting period from the
>         date of their issuance. Diluted per share amounts do not differ from
>         basic per share amounts as the effect of stock options outstanding
>         during the periods presented is anti-dilutive.
> (d)   
> Stock option plan:
>   The
>         Company has a stock-based compensation plan. For grants to employees,
>         officers and directors (collectively, "employees"),
>         compensation expense is recognized over the vesting period in an amount
>         equal to the difference, if any, between the market value of the Company's
>         common shares at that measurement date and the exercise price. The value
>         recognized for option grants is expensed in the consolidated statements
>         of operations. Options granted to non-employees are recorded at their
>         fair value as the services are provided and the options earned. No
>         options were granted in the nine month period ended September 30, 2003.
>         
>         Set
>         out below is loss and loss per share information as if the Company had
>         determined compensation expense based on the fair value at the grant
>         date for its employee stock options:

2003
    2002Loss
      for the period, as reported
    $            
      (648,898)
    $         
      (1,673,277)Stock-based
      compensation expense included in net loss as reported
    -
    -Pro
      forma stock-based compensation expense
    (19,413)
    (248,805)Loss
      for the period, pro forma
    $             
      (668,311)
    $          
      (1,922,082)Basic
      and diluted loss per share:As
      reported
    $                  
      (0.02)
    $                  
      (0.05)Pro
      forma
    (0.02)
    (0.06)




9

---

Sun
Power Corporation

(A
Development Stage Enterprise)



Notes
to Consolidated Financial Statements

(Unaudited)

(Expressed
in United States dollars)



Nine
month period ended September 30, 2003 and 2002

Period
from inception on November 24, 1994 to September 30, 2003



> The
>         fair value of stock options granted during 2001, and vesting during 2002
>         and 2003, was estimated using the Black-Scholes option-pricing model
>         with the following weighted average assumptions: expected dividend yield
>         of 0%, risk-free interest rate of 4.74%, an expected life equal to their
>         maximum term, and a volatility of 59.6%.
> (e)   
> Mineral property costs:
>   Mineral
>         property costs incurred prior to the property having a bankable
>         feasibility study are expensed as incurred.
> (f)   
> Foreign currency translation:
>   These
>         consolidated financial statements are presented in U.S. dollars which is
>         the Company's currency. Transactions denominated in other currencies
>         are translated at exchange rates in effect at the date of the
>         transactions with exchange gains and losses included in the
>         determination of income. To date exchange gains and losses have been
>         nominal.
> (g)   
> Use of estimates:
>   Management
>         of the Company has made a number of estimates and assumptions relating
>         to the reporting of assets, liabilities, revenues and expenses and the
>         disclosure of contingent assets and liabilities in preparing these
>         financial statements in conformity with accounting principles generally
>         accepted in the United States. Actual results could differ from those
>         estimates. In these consolidated financial statements, significant areas
>         requiring the use of management estimates relate to the recoverability
>         of fixed assets and patents and rates for amortization.

3.
Fixed assets:



|2003                     | Cost                    | Accumulated
      amortization | Net
      book value    
|------------------------ | ----------------------- | ------------------------------ | ------------------------
|Computer
      equipment | $         
      21,964 | $           
      8,290       | $          
      13,674
|                         |                         |                                |                         
|2002                     | Cost                    | Accumulated
      amortization | Net
      book value    
|Computer
      equipment | $         
      21,964 | $            
      4,320      | $          
      17,644



10

---

Sun
Power Corporation

(A
Development Stage Enterprise)



Notes
to Consolidated Financial Statements

(Unaudited)

(Expressed
in United States dollars)



Nine
month period ended September 30, 2003 and 2002

Period
from inception on November 24, 1994 to September 30, 2003



4.   
Related party transactions and balances:



> (a)   
> Loans from related party:

> The
>         loans from related party, who is a shareholder of the Company, bear
>         interest at a rate of 20% per annum with no specific terms of repayment.
>         
>         On
>         January 9, 2002, the Board approved the conversion of a loan of
>         $1,554,562 from Mr. Bullock into 1,554,562 Series C convertible
>         preferred shares have a stated value of $1 per share. The preference
>         shares have no voting rights and receive no dividends. On
>         January 27, 2003, an agreement was reached with Mr. Bullock to
>         exchange the preferred shares for 1,554,562 common shares at the deemed
>         value of $1 per share plus $50,000 in cash payable in 150 days. As at
>         November 18, 2003, the common shares have not been issued. The
>         remaining loans from Mr. Bullock do not bear interest and have no
>         specific terms of repayment.
>         
>         In
>         January 2003, the Company entered into an agreement with Mr. Bullock to
>         issue 5,400,204 common shares to settle a loan in the amount of
>         $1,350,051. The number of common shares to be issued are in the process
>         of being renegotiated to be 13,500,510 common shares. In addition, the
>         Company is in the process of negotiating with Mr. Bullock to issue a
>         further 1,991,502 common shares to settle a loan in the amount of
>         $199,150. As these liabilities, aggregately $1,549,201, are to be
>         settled by equity instruments, they have been classified as a separate
>         line item in current liabilities for financial reporting purposes. As at
>         November 18, 2003, the common shares have not been issued.
> (b)   
> Accounts payable:
>   Included
>         in accounts payable is $9,591 (December 31, 2002 - $188,900) payable to
>         private companies controlled by a significant shareholder or by a
>         director of the Company.
> (c)   
> Fees:
>   The
>         Company has been charged administrative, management and consulting fees
>         aggregating $199,000 (nine months ended September 30, 2002 - $171,000)
>         by certain officers, directors and private companies controlled by them.

11

---

Sun
  Power Corporation

(A
Development Stage Enterprise)



Notes
to Consolidated Financial Statements

(Unaudited)

(Expressed
in United States dollars)



Nine
month period ended September 30, 2003 and 2002

Period
from inception on November 24, 1994 to September 30, 2003

5.   
Capital stock:

> (a)   
> Issued:

|                                                                            | Number
      of shares | Value
      per share        | Share
      capital           | Additional
      paid-in capital
|--------------------------------------------------------------------------- | ---------------------- | ---------------------------- | ----------------------------- | --------------------------------
|Issued
      for cash at inception, November 24, 1994                       | 1,000                  | $               
      0.657 | $                  
      657 | $                       
      -
|Issued
      and outstanding at all period ends prior to September 30, 1998 | 1,000                  |                              | 657                           | -                               
|                                                                            |                        |                              |                               |                                 
|Issued
      during the year ended December 31, 1998:                       |                        |                              |                               |                                 
|For
      investment in CASI                                                | 27,058,000             | 0.01                         | 270,590                       | -                               
|For
      financing fee                                                     | 500,000                | 0.01                         | 5,000                         | -                               
|Issued
      and outstanding, December 31, 1998                             | 27,559,000             |                              | 276,247                       | -                               
|                                                                            |                        |                              |                               |                                 
|Adjustments
      resulting in an increase in additional paid-in capital:   |                        |                              |                               |                                 
|Shares
      cancelled                                                      | (3,000)                | 0.01                         | (30)                          | 687                             
|Authorized
      par value change                                           | -                      |                              | (657)                         | -                               
|Stock
      based compensation options                                      | -                      |                              | -                             | 222,500                         
|Issued
      and outstanding, December 31, 1999 and 2000                    | 27,556,000             |                              | 275,560                       | 223,187                         
|                                                                            |                        |                              |                               |                                 
|Issued
      during the year ended December 31, 2001:                       |                        |                              |                               |                                 
|For
      investment in REC (note 4)                                        | 2,000,000              | 0.01                         | 20,000                        | -                               
|For
      investment in Sunspring (note 3)                                  | 2,000,000              | 0.01                         | 20,000                        | -                               
|For
      stock based compensation (note 9(c))                              | -                      |                              | -                             | 270,000                         
|Stock
      based compensation options                                      | -                      |                              | -                             | 75,165                          
|Issued
      and outstanding, December 31, 2001                             | 31,556,000             |                              | 315,560                       | 568,352                         
|                                                                            |                        |                              |                               |                                 
|Issued
      during the year ended December 31, 2002:                       |                        |                              |                               |                                 
|For
      cash                                                              | 100,000                | 0.01                         | 1,000                         | 99,000                          
|In
      settlement of obligation                                           | 25,000                 | 2.39                         | 250                           | 59,500                          
|Stock-based
      compensation options                                      | -                      |                              | -                             | 199,311                         
|Deemed
      dividend on preferred stock                                    | -                      |                              | -                             | 209,694                         
|Issued
      and outstanding, December 31, 2002                             | 31,681,000             |                              | 316,810                       | 1,135,857                       
|                                                                            |                        |                              |                               |                                 
|Issued
      during the period ended September 30, 2003:                    |                        |                              |                               |                                 
|To
      settle Purchase Option Agreement                                   | 1,000,000              | 0.25                         | 250,000                       | -                               
|Issued
      and outstanding, September 30, 2003                            | 32,681,000             |                              | $           
      566,810    | $         
      1,135,857      



12

---

Sun
Power Corporation

(A
Development Stage Enterprise)



Notes
to Consolidated Financial Statements

(Unaudited)

(Expressed
in United States dollars)



Nine
month period ended September 30, 2003 and 2002

Period
from inception on November 24, 1994 to September 30, 2003



> (b)   
>     Issuance of shares for non-monetary consideration:
>   Shares
>         issued to consultants for services rendered (including shares
>         transferred by a principal shareholder), settlement of debt and the
>         acquisition of assets or businesses are recorded based upon the fair
>         market value of the shares at the date of the related agreements to
>         issue the shares.
> (c)   
> Commitments to issue common shares:

> In
>         January 2003, the Company entered into agreements to issue 1,800,217
>         common shares to settle accounts payable aggregating $450,054. On June
>         30, 2003, an agreement was reached whereby accounts payable of $25,000
>         owing to a supplier were to be settled by the issuance of 100,000 common
>         shares. The number of common shares to be issued per the agreements are
>         in the process of being renegotiated to be 4,500,524 common shares and
>         250,000 common shares respectively. In addition, the Company is in the
>         process of negotiating to issue a further 7,557,553 common shares to
>         settle accounts payable aggregating $556,604. As these liabilities,
>         aggregating $1,031,658, are intended to be settled by equity
>         instruments, they have been classified as a separate line item in
>         current liabilities for financial reporting purposes. As at
>         November 18, 2003, the common shares have not been issued.
> (d)   
> Preferred stock offerings:

> As
>         the Preferred stock was issued in settlement of an outstanding loan
>         (note 5(a)) at a conversion price that was less than the market price of
>         the Company's common shares at the date of agreement for issuance, the
>         difference resulting from the allocation of the proceeds to the
>         beneficial conversion feature of $209,694 was recorded as a deemed
>         dividend or return to the preferred shareholders.
>         
>         On
>         January 20, 2003, the Company entered into an agreement with Mr. Bullock
>         to remove the contingent liability and agreed to exchange all of the
>         series C preferred shares for 1,554,562 common shares at the deemed
>         value of $1.00 per share and $50,000 in cash payable within 150 days.
>         The common shares will not have been registered under the Securities Act
>         of 1933 but the Company agreed to commence registration encompassing the
>         shares on or before six months of the date of their issuance. As at
>         November 18, 2003, the common shares have not been issued.

13

---

Sun
Power Corporation

(A
Development Stage Enterprise)



Notes
to Consolidated Financial Statements

(Unaudited)

(Expressed
in United States dollars)



Nine
month period ended September 30, 2003 and 2002

Period
from inception on November 24, 1994 to September 30, 2003



6.   
Financial instruments:



> (a)   
> Fair value:

> The
>         fair values of financial instruments included in current assets and
>         liabilities (excluding related party amounts) are equal to their
>         carrying values due to their ability for prompt liquidation or the
>         short-term to their settlement.
>         
>         The
>         fair value of loans from related parties cannot be reasonably estimated
>         due to the nature of the amounts due and their relationship between the
>         liable party and the Company and the lack of a ready independent market
>         for such amounts payable.
> (b)   
> Currency fluctuation risk:

> The
>         Company has not entered into any material foreign exchange contracts to
>         minimize or mitigate the effects of foreign exchange fluctuations on the
>         Company's operations or these financial statements. Management does
>         not believe it faces any significant foreign currency fluctuation risk.

7.   
Commitments and contingencies:



> Effective as of April 24, 2002, the Company entered into a consulting
>         agreement for administrative, marketing and management services, which
>         expired April 23, 2003. Under the terms of the agreement, the consultant
>         received $8,000 per month plus reimbursement for pre-authorized
>         expenses. At September 30, 2003, accounts payable includes $9,691
>         related to this arrangement.On
>         April 30, 2003, the Company entered into a consulting agreement for
>         administrative, marketing and management services, which is effective
>         until further notice and for a minimum period of 12 months. Under the
>         terms of the agreement the consultant will receive $7,000 per month plus
>         reimbursement for pre-authorized expenses.
>       On April 20 2001, the Company entered into an advisory agreement for a
>         two year term in which the advisor acted as its international strategic
>         planner and assisted the Company to secure financing new business
>         opportunities. The advisor received $10,000 per month and was reimbursed
>         for all reasonable pre-approved expenses.

14

---

Sun
Power Corporation

(A
Development Stage Enterprise)



Notes
to Consolidated Financial Statements

(Unaudited)

(Expressed
in United States dollars)



Nine
month period ended September 30, 2003 and 2002

Period
from inception on November 24, 1994 to September 30, 2003



> On
>         April 29, 2003, the Company entered into an advisory agreement for a one
>         year term in which the advisor will assist Sun Power in introducing
>         their common stock for trading in Europe. The advisor will receive
>         $1,500 per month and be reimbursed for all reasonable pre-approved
>         expenses. The agreement may be terminated at any time after 30 days by
>         the Board of Directors of the Company.
>       As set out in note 1, during 2003, the
>           Company's rights under the
>         purchase option related to certain Mexican properties expired. In
>         September 2003, the Company received a letter from a former officer of
>         the Company's Mexican subsidiary claiming unpaid amounts for
>         professional services and related matters aggregating approximately
>         $115,000. The Company has responded to this letter with a demand for
>         reimbursement of $424,000, representing compensation for the Company's
>         loss of benefit of expenditures made with respect to the potential
>         acquisition. The outcome of these claims is currently uncertain. No
>         amounts have been recognized in the financial statements with respect to
>         them.

15

---

Item
  2. Plan of Operation.



This
quarterly report contains forward-looking statements. 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, 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 quarterly report, the terms "we", "us",
"our", and "Sun Power" mean Sun Power Corporation.



All
dollar amounts refer to US dollars unless otherwise indicated.



The
following discussion should be read in conjunction with our consolidated
financial statements and the related notes that appear elsewhere in this
quarterly report. The following discussion contains forward-looking statements
that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed below and elsewhere in this quarterly report.



General



Sun
Power Corporation, a Nevada corporation, was 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".



We
were operating as a development stage company without an operating business
until we acquired 100% of the shares of Sunspring, Inc., a Nevada company, and
Renewable Energy Corporation, a New Mexico company, on December 10, 2001.
Subsequent to our inability to meet certain financing conditions as defined
within the acquisition agreements for the development of the technologies owned
by Sunspring Inc. and Renewable Energy Corporation, on December 6, 2002, we
returned all of the issued and outstanding shares of Sunspring, Inc. and
Renewable Energy Corporation in return for all of our Series A and Series B
Preferred Stock, which had been issued as a part of the purchase price.



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 granted to our company an option to
purchase all of the issued and outstanding shares of Minera Real de Cosala SA
de CV, a copper-silver mine located in the state of Sinaloa, Mexico. On October
15, 2003 we announced in a Form 8-K and Press Release that the option to
purchase the La Verde Silver Mine had expired and that the Company had not been
able to successfully complete the sale of its rated debenture. Accordingly, we
are seeking to either identify a suitable business opportunity or enter into a
viable business combination able to provide positive cash flow. Until we secure
a suitable business opportunity or combination, we will operate as a "blank
check" company.



16

---

Plan
of Operation



We
will continue to seek a new business opportunity or business combination. Once a
business opportunity or business combination has been identified, we will
investigate and evaluate the business opportunity or business combination.
Should our company wish to pursue any specific business opportunity or business
combination, we will have to comply with all applicable corporate and securities
laws in order to complete the acquisition of or merger with any such business
opportunity.



In
conjunction with the acquisition of the La Verde Mine, our company had proposed
a name change to "Cardinal Minerals". Given that the purchase option
has now expired, we will retain our current name until such time as a new
business direction can be identified and a name change becomes warranted.
Similarly, we had formed a Mexican company to hold the assets and titles for the
mine acquisition, called Recursos Minerales Cardenal, S. de R.L. de
C.V.("MINERALES CARDENAL") which is a direct wholly owned subsidiary
of Sun Power. This holding company shall be sold or disposed of to minimize
Mexican taxes and future liabilities.



We
have yet to generate revenues from operating activities and there is a
substantial going concern issue as to whether we will ever be able to meet our
current operating and capital expenses. Since inception we have been dependent
on the sale of our equity securities and loans from affiliates to satisfy our
working capital requirements. We continue to have a working capital deficiency
that raises substantial concern regarding our ability to continue as a going
concern.



We
are in the process of negotiating with certain of our creditors for the exchange
of shares of our common stock for current debt held by those creditors. We
intend to convert the debt a per share price of $0.10.



Satisfaction
of our cash obligations for the next 12 months. Presently, we have no
revenues and we cannot meet operating and capital expenses. We have incurred
operating losses since inception, and this is likely to continue into fiscal
2004. Once we locate a suitable business opportunity or business combination, we
may seek to obtain equity and/or debt financing from third parties to facilitate
and complete the acquisition of such a business opportunity or a suitable
business combination. We may also issue shares of our common stock as
consideration for the acquisition of a suitable business opportunity or a
suitable business combination.



Summary
of any product research and development that we will perform for the term of our
plan of operation. We do not anticipate that we will expend any
significant monies on research and development until such time as we have
initiated a new business direction or the requirements for due diligence in that
regard.



17

---

Expected
purchase or sale of plant and significant equipment. We do not
anticipate the purchase or sale of any plant or significant equipment, as such
items are not required by us at this time or in the next 12 months.



Significant
changes in the number of employees. We do not currently have any
employees. We have 4 key consultants on retainer including our president and the
various professionals who are assisting us with our due diligence, securities
compliance and accounting requirements. We anticipate hiring employees only if
we identify and complete the acquisition of a business opportunity or enter into
a business combination. Such employment may significantly increase our monthly
burn rate and such increase in the monthly burn rate depends on the number of
employees we ultimately hire, if any.



New
Business Opportunities



We
will not acquire or merge with any entity, which cannot provide audited
financial statements at or within a reasonable period of time after closing of
the proposed transaction. We are subject to all the reporting requirements
included in the Exchange Act. Included in these requirements is our duty to file
audited financial statements as part of our Form 8-K to be filed with the
Securities and Exchange Commission upon consummation of a merger or acquisition,
as well as our audited financial statements included in our annual report on
Form 10-KSB. If such audited financial statements are not available at closing,
or within time parameters necessary to insure our compliance with the
requirements of the Exchange Act, or if the audited financial statements
provided do not conform to the representations made by the target business, the
closing documents may provide that the proposed transaction will be voidable at
the discretion of our present management.



We
will not restrict our search for any specific kind of businesses, but may
acquire a business, which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its business life. It is
impossible to predict at this time the status of any business in which we may
become engaged, in that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which we may offer.



We
are currently involved in negotiations to acquire a business opportunity;
however it is premature to disclose the details until such time as either a
letter of intent or definitive agreement is executed.



Our
financial report reflects the fact that we have no current source of income.
Further, that without realization of additional capital, it would be unlikely
for the Company to continue as a going concern.



Going
Concern



The
Company's financial statements are prepared using the 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 ability of the Company to continue as a going concern is dependent
upon the ability in its endeavors to seek additional sources of capital, and in
attaining future profitable operations. Management is currently initiating their
business plan and in the process of raising additional capital. The accompanying
financial statements do not include any adjustments that might be necessary
should the company be unable to continue as a going concern.



18

---

Item
3. Controls and Procedures



1. Roland Vetter, President and Chief Financial Officer of the Company
    evaluated the effectiveness of the design and operation of our disclosure
    controls and procedures, as such term is defined under Rule 13a-14(c)
    promulgated under the Securities Exchange Act of 1934, as amended, within 90
    days prior to the filing date of this report. Based on his evaluation, Mr.
    Vetter concluded that our disclosure controls and procedures are effective.
2. There have been no significant changes (including corrective actions with
    regard to significant deficiencies or material weaknesses) in our internal
    controls or in other factors that could significantly affect these controls
    subsequent to the date of the evaluation referenced in paragraph (a) above.

PART
II--OTHER INFORMATION



Item
1. Legal Proceedings.



In
September 2003, we received a letter from a former officer of our Mexican
subsidiary claiming unpaid amounts for professional services and related matters
totaling approximately $115,000. We have responded to this letter with a demand
for reimbursement of $424,000, representing compensation for our losses incurred
with the La Verde acquisition. As of November 18, 2003 we are in direct
negotiations with the parties and believe that we can reach an equitable
settlement. No amount has been recognized in the financial statements
accompanying this report at this time.



We
know of no other material, active or pending legal proceedings against us, nor
are we involved as a plaintiff in any other material proceedings or pending
litigation. There are no other proceedings in which any of our directors,
officers or affiliates, or beneficial shareholder, is an adverse party or has a
material interest adverse to our interest.



Item
2. Changes in Securities.



None



Item
3. Defaults Upon Senior Securities.



None.



Item
4. Submission of Matters to a Vote of Security Holders.



None.



Item
5. Other Information.



None.

19

---

Item
6. Exhibits and Reports on Form 8-K.



(a)   
Exhibits

31.1
      Certification pursuant to Section 302 of the Sarbanes-Oxley Act

32.1
  Certification pursuant to Section 906 of the Sarbanes-Oxley Act



(b)   
Form 8-K



Form
8-K Current Reports



Item
9 - On August 1, 2003 we filed a current report on Form 8-K announcing that
the board of directors of the Company received a feasibility study on the
proposed acquisition of the Minera Real de Cosala and its La Verde silver-copper
mine located in Sinaloa, Mexico.



Form
8-K Subsequent to Quarter End



Item
9 - On October 15, 2003 we filed a current report on Form 8K announcing that
the President of its Mexican subsidiary, Recursos Mineralse Cardenal, S. de R.L.
de C.V., has been advised that the option to purchase the La Verde Silver Mine
has expired.

20

---

SIGNATURES



In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





SUN
POWER CORPORATION





/s/
Roland
Vetter

By:
Roland Vetter

President
and Chief Financial Officer

Date:
November 18, 2003



In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





Signatures







/s/
Andrew
Schwab

By:
Andrew Schwab, Secretary and Director

Date:
November 18, 2003







/s/
Milton Datsopoulos

By:
Milton Datsopoulos, Director

Date:
November 18, 2003







/s/
Dana
Hansen

By:
Dana Hansen, Director

Date:
November 18, 2003