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

FORM 10-QSB

(Mark One)

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

For the quarterly period ended March 31, 2002

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

For the transition period from 	to

Commission file number 000-27853

|SUN POWER CORPORATION(Exact name of small business issuer as specified in its charter)  
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|Nevada(State or other jurisdiction of incorporation or organization)                    
|112c Longview Drive
Los Alamos, New Mexico 87544(Address of principal executive offices)
|800.537.4099(Issuer's telephone number)                                                 
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant 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 ISSUERS

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

31,556,000 common shares, par value $0.01 as at May 7, 2002

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

Part I - FINANCIAL INFORMATION

Item 1.	Financial Statements.

Our consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.





|Consolidated Financial Statements
(Expressed in United States dollars)

sun power corporation(Formerly Hyaton Organics Inc.)
(A Development Stage Enterprise)

Three month period ended March 31, 2002 and 2001
Period from inception on November 24, 1994 to March 31, 2002
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|Sun Power Corporation                                                      
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|(Formerly Hyaton Organics Inc.)                                            
|(A Development Stage Enterprise)                                           
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|Consolidated Balance Sheets                                                
|(Expressed in United States dollars)                                       
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|Assets                                                                     
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|Current assets:                                                            
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|Investment                                                                 
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|Fixed assets                                                               
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|Patents, net of accumulated amortization of $937 (December 31,
2001 - $246)
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|Total assets                                                               
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|Liabilities and Stockholders' Deficiency                                   
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|Current liabilities:                                                       
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|Redeemable preference shares                                               
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|Stockholders' deficiency:                                                  
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|Total liabilities and stockholders' deficiency                             
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|Future operations (note 1(a))                                              
|Commitment (note 6)                                                        
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|See accompanying notes to interim consolidated financial statements.       

|Sun Power Corporation                                               
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|(Formerly Hyaton Organics Inc.)                                     
|(A Development Stage Enterprise)                                    
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|Consolidated Statements of Operations and Deficit                   
|(Unaudited)                                                         
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|Revenue                                                             
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|Loss before undernoted                                              
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|Loss on disposal of Camden-Agro Systems Inc.                        
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|Loss for the period                                                 
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|Deficit accumulated during the development                          
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|Charge to deficit                                                   
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|Deemed dividends on preferred stock                                 
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|Deficit accumulated during the development                          
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|Basic and diluted loss per share                                    
|Weighted average number of shares                                   
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|See accompanying notes to interim consolidated financial statements.

|Sun Power Corporation                          
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|(Formerly Hyaton Organics Inc.)                
|(A Development Stage Enterprise)               
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|Consolidated Statements of Cash Flows          
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|Cash flows from (used in) operating activities:
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|Cash flows used in investing activities:       
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|Cash flows provided by financing activities:   
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|Effect of exchange rate changes on foreign     
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|Increase (decrease) in cash                    
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|Cash, beginning of period                      
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|Cash, end of period                            
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|Sun Power Corporation                                               
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|(Formerly Hyaton Organics Inc.)                                     
|(A Development Stage Enterprise)                                    
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|Consolidated Statements of Cash Flows, Continued                    
|(Unaudited)                                                         
|(Expressed in United States dollars)                                
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|Supplementary information:                                          
|Interest paid                                                       
|Income taxes paid                                                   
|Non-cash transactions:                                              
|Issuance of common shares:                                          
|For investment in Camden Agro-Systems Inc.                          
|As a financing fee                                                  
|On acquisition of Sunspring                                         
|On acquisition of REC                                               
|Stock based compensation                                            
|Issuance of preference shares:                                      
|On acquisition of Sunspring                                         
|On acquisition of REC                                               
|For retirement of debt                                              
|Deemed dividends on preferred shares                                
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|See accompanying notes to interim consolidated financial statements.

|sun power corporation
(Formerly Hyaton Organics Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in United States dollars)Three month period ended March 31, 2002 and 2001
Period from inception on November 24, 1994 to March 31, 2002
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|sun power corporation
(Formerly Hyaton Organics Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in United States dollars)Three month period ended March 31, 2002 and 2001
Period from inception on November 24, 1994 to March 31, 2002
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|sun power corporation
(Formerly Hyaton Organics Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in United States dollars)Three month period ended March 31, 2002 and 2001
Period from inception on November 24, 1994 to March 31, 2002
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|sun power corporation
(Formerly Hyaton Organics Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in United States dollars)Three month period ended March 31, 2002 and 2001
Period from inception on November 24, 1994 to March 31, 2002
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|sun power corporation
(Formerly Hyaton Organics Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in United States dollars)Three month period ended March 31, 2002 and 2001
Period from inception on November 24, 1994 to March 31, 2002
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Item 2.	Management's Plan of Operation.

FORWARD-LOOKING STATEMENTS

This quarterly 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 quarterly report, the terms "we", "us", "our", and "Sun Power" mean Sun Power Corporation and its wholly-owned subsidiaries, Sunspring, Inc. (SUNS) and Renewable Energy Corporation unless otherwise indicated.

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, particularly in the section entitled "Risk Factors".

General

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".

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. Sunspring, Inc. focuses on the production of potable water from brackish water and from sea water using solar energy to operate reverse-osmosis desalination plants. The technology licensed to Sunspring, Inc. will enable Sunspring, Inc. to collect and use solar energy to drive pumps and expanders to push water through conventional reverse osmosis equipment. Renewable Energy Corporation focuses on the production of liquid fuels, hydrogen and electricity from carbon dioxide.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations, including the discussion of liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments. Actual results could differ from the estimates. We believe the following accounting policy requires significant judgment in the preparation of the consolidated financial statements.

Our consolidated financial statements have been prepared on the going concern basis, which assumes that we will be able to realize our assets and discharge our obligations in the normal course of business. If we were not to continue as a going concern, we would likely not be able to realize on our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements. As described elsewhere in this report, at March 31, 2002, there are certain conditions that currently exist that raise substantial doubt about the validity of this assumption. While we anticipate raising additional private placement funds to remove the substantial doubt, these private placements are not assured. Failure to raise additional funds may result in the curtailing of our operations or writing our assets and liabilities down to liquidation values, or both.

Plan of Operation

Effective January 1, 2002, we engaged David Saltman as our Senior Vice-President of Business Development to assist us in the development and commercialization of our technologies pursuant to an informal letter agreement dated December 12, 2001. Our agreement with Mr. Saltman is subject to the parties entering into a formal agreement that will provide for a three year term, a monthly salary of $14,700, the issuance of 100,000 shares of our common stock and 400,000 stock options.



Sunspring, Inc.

Our plan of operation over the year ending March 31, 2003 includes the construction and testing of an advanced prototype of reverse osmosis desalination system, designed to filter 20,000 gallons of brackish well water per day. The solar collectors for this unit will be approximately 100 square meters. The total estimated cost of this work is projected at $500,000. Once the advanced prototype is finalized, we will deliver a working unit appropriate for a small village or a resort hotel. It is intended to prove out all cost components, from the fixed costs of equipment to operating and maintenance requirements, thus demonstrating the commercial viability of the technology. The actual scope of work for this phase includes the following:

- design and produce full-scale MECH expander, pumps and recover unit;

- design, source and construct large SOLAWATT solar collector arrays;

- source existing reverse osmosis and membrane filtration sub-systems;

- construct entire Sunspring Inc desalination system, run and test all components; and

- modify system for durability and optimization, verifying economic assumptions.

Renewable Energy Corporation

The first project, which is expected to be completed within 12 to 16 months from the date of this quarterly report, involves improving the current prototype at a cost of $975,000 and will concentrate on the following:

- improvement of the converter so that net carbon dioxide dissociation efficiency increases to 12% from 6%;

- thermal balances will also be explored to insure long-term operation of the converter;

- improvement of solar energy concentration in the converter toward 22% from 5% (chemical energy/ total solar energy), involving placing more and better mirrors on the prototype; and

- production of hydrogen.

The second project, which is expected to be completed within 12 months from the date of this quarterly report, involves constructing a 40m2 solar collector dish at a cost of approximately $395,000. In addition to installing a pointing and tracking system, we anticipate that we will gain experience with building a larger scale system, explore scaling issues, such as the sizing and manufacturing of the dish and install a boiler system to produce electricity-generation quality steam.

The third project, which is expected to be completed within 16 to 24 months from the date of this quarterly report, involves the construction of two fully integrated, 100m2 commercial-scale versions of the Solarec system at a cost of approximately $650,000. One dish will be manufactured by Sun Power and the other purchased from a commercial vendor. Reliability and cost data will be compared to determine whether it is best to build or buy the dishes. The units will be full demonstration units able to produce hydrogen/methanol, oxygen and steam in the correct quantity and efficiency.

Roughly 70% of the total costs in the development budget for the Solarec product will be spent on contracting specialists, with the remaining 30% spent on equipment. Most work will be done by temporary specialist contractors; we expect that the average number of permanent staff at any given time will be approximately seven. Overhead costs such as administration, legal and office costs are estimated to total $330,000 over the eight-quarter development cycle.



Cash Requirements

We anticipate that we will require approximately $2.5 million over the twelve months ending March 31, 2003 for the development of the technologies of Sunspring, Inc. and Renewable Energy Corporation and the testing of prototypes to ensure the commercial viability of the technology licensed to Sunspring Inc. and Renewable Energy Corporation. The estimate of $2.5 million is based upon estimates prepared by the management of each of Sunspring, Inc. and Renewable Energy Corporation.

Product Research and Development

We anticipate that we will spend approximately $2.5 million over the twelve months ending March 31, 2003 on the research and development of the technologies of Sunspring and Renewable Energy Corporation. For the 90 day period immediately following the closing of the Sunspring and the Renewable Energy Corporation acquisitions, being March 10, 2002, we directly advanced $297,000 in initial working capital for use in the development of Sunspring's and Renewable Energy Corporation's respective technologies. For each 90 day period thereafter, until the first anniversary of the closing date, we are required to provide working capital equal to a minimum of $150,000 for Sunspring and a minimum of $150,000 for Renewable Energy Corporation, in each case pursuant to an agreed upon budget.

Purchase of Significant Equipment

We anticipate expending approximately $400,000 in equipment related to Sunspring, Inc.'s water desalination technology and $500,000 in equipment related to Renewable Energy Corporation's technology related to the recycling of carbon dioxide to fuel using focused ultraviolet and visible energy from the sun over the twelve months ending March 31, 2003.

Employees

Over the twelve months ending March 31, 2003, we anticipate an increase in the number of employees we retain now that we have finalized the acquisitions of Sunspring, Inc. and Renewable Energy Corporation. Such an increase in the number of employees may significantly increase our monthly burn rate and such increase in the monthly burn rate depends on the number of employees we ultimately retain, if any.

RISK FACTORS

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

Our common shares are considered speculative during the development of our new business operations. Prospective investors should consider carefully the risk factors set out below.

WE ARE A DEVELOPMENT STAGE COMPANY WITH A LIMITED OPERATING HISTORY AND HAS NOT EARNED ANY SIGNIFICANT REVENUES SINCE ITS FORMATION WHICH MAKES IT DIFFICULT TO EVALUATE WHETHER WE WILL OPERATE PROFITABLY.

We are a development stage company involved in the production of potable water from brackish water and from sea water using solar energy and the production of liquid fuels, hydrogen and electricity from carbon dioxide. As a relatively new company involved in solar driven water desalination and pumping technology and the use of solar energy technology in the production of liquid fuels, hydrogen and electricity from carbon dioxide, we do not have a historical record of sales and revenues nor established business track records. We have not earned any revenues since our formation.

Unanticipated problems, expenses and delays are frequently encountered in developing new technologies. Our ability to successfully develop, produce and eventually sell the prototypes built using our technologies and to eventually generate operating revenue will depend on our ability to, among other things:

1.	complete the development of the SOLAWATT and MECH water desalination system and the SOLAREC hydrogen production system;

2.	successfully develop commercial applications for the SOLAWATT and MECH water desalination system and the SOLAREC hydrogen production system;

3.	successfully develop a customer base for and market acceptance of the SOLAWATT and MECH water desalination system and the SOLAREC hydrogen production system; and

4.	obtain the financing needed to enable implementation of our business plan and plan of operations.

Given our limited operating history, lack of sales and operating losses, there can be no assurance that we will be able to achieve any of these goals and achieve or maintain profitability.

THE FACT THAT WE HAVE A HISTORY OF NET LOSSES AND HAVE NOT EARNED ANY SIGNIFICANT REVENUES SINCE INCORPORATION RAISE SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

We incurred a consolidated loss for the year ended December 31, 2001 of $1,116,164 and a loss of $591,877 for the three months ended March 31, 2002. Although we anticipate that we will be able to generate revenues in the future, we also expect development costs and operation costs to increase as well. Consequently, we expect to incur operating losses and negative cash flow until:

1. development and testing of the Sunspring, Inc. and Renewable Energy Corporation prototypes are completed;

2. we gain sufficient market acceptance to generate a commercially viable and sustainable level of sales;

3. additional prototypes designed for commercial application are developed and our systems are finalized and commercially released; and

4. we have achieved a level of sales of the Sunspring, Inc. and Renewable Energy Corporation systems such that we are operating in a profitable manner.

These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditor's opinion on the December 31, 2001 consolidated audited financial statements, which form part of this quarterly report. The consolidated financial statements do not include any adjustments as a result of this uncertainty. To the extent that such expenses are not followed by revenues in a timely manner, our business, results of operations, financial condition and prospects would be materially adversely affected.

WE ARE UNCERTAIN THAT WE WILL BE ABLE TO OBTAIN ADDITIONAL CAPITAL THAT MAY BE NECESSARY TO ESTABLISH OUR BUSINESS.

We incurred a cumulative net loss for the period from November 24, 1994 (inception) to March 31, 2002 of $3,271,069. As a result of these losses and negative cash flows from operations, our ability to continue operations will be dependent upon the availability of capital from outside sources unless and until we achieve profitability.

Our future capital requirements will depend on many factors, including cash flow from operations, progress in developing our technologies and new prototypes and commercial applications, competition and market developments and an ability to successfully market our water desalination and hydrogen production systems. Our recurring operation losses and growing working capital needs will require that we obtain additional capital to operate our business before we have established that our new businesses will generate significant revenue. We do not have sufficient funds on hand to continue the development of our newly acquired technologies and the prototypes that have been recently completed utilizing the Sunspring, Inc. and Renewable Energy Corporation technologies but we believe we have access to funds sufficient to finalize the development of the prototypes. However, there is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that we:

1. incur unexpected costs in the development of our technologies or in completing any prototypes or encounter any unexpected technical or other difficulties;

2. incur delays and additional expenses as a result of the failure of our prototypes;

3. are unable to create a substantial market for our prototypes and systems, once the prototypes have been completely developed; and

4. incur any significant unanticipated expenses.

The occurrence of any of the aforementioned events could adversely affect our ability to meet our business plans.

We will depend almost exclusively on outside capital to pay for the continued development of our technologies and prototypes. Such outside capital may include the sale of additional stock and/or commercial borrowing. There can be no assurance that capital will continue to be available if necessary to meet these continuing development costs or, if the capital is available, it will be on terms acceptable to our company. The issuances of additional equity securities by our 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 our company's liabilities and future cash commitments. If we are unable to obtain financing in the amounts and on terms deemed acceptable, our business and future success may be adversely affected.

TRANSITION FROM PROTOTYPE TO COMMERCIAL PRODUCT.

Although Sunspring, Inc. and Renewable Energy Corporation have recently completed the construction and successful testing of proof of theory prototypes that harness the power of the sun to desalinate water and recycle carbon dioxide to fuel using focused light from the sun respectively, there is no guarantee that we can transition these proof of theory prototypes into effective or commercially feasible and competitive processes.

Similarly, although Renewable Energy Corporation is working on three solar driven methods for the environmentally friendly production of hydrogen using atmospheric or industrially produced carbon dioxide or coal, there is no guarantee that it can produce hydrogen in this manner in an effective and commercially feasible and competitive process.

Although Sunspring Inc.'s licensed technology is intended to minimize the cost of converting sea or brackish water to potable water, there is no guarantee that we can produce potable water in commercial quantities at or near its identified target of less than $0.50 per 1000 gallons or that we can produce potable water in commercial quantities and applications that are competitive in the market. At present, our desalination system is capable of producing fresh water from sea water at prices of between $2.25 and $4.50.

NEED FOR ADDITIONAL FINANCING.

We anticipate that we will require approximately $2.5 million in additional financing over the year ended March 31, 2003. We will likely secure any additional financing necessary through the further issuance of our equity securities or by debt financing. There can be no assurance that, if required, any such financing will be available upon terms and conditions acceptable to us, if at all. Our inability to obtain additional financing in a sufficient amount when needed and upon terms and conditions acceptable to us could have a materially adverse effect upon our company. Although we believe that we have funds sufficient to meet our immediate needs, we may require further funds to finance the development of the technologies of our newly acquired businesses. There can be no assurance that such funds will be available or available on terms satisfactory to us. If additional funds are raised by issuing equity securities, further dilution to existing or future shareholders is likely to result. If adequate funds are not available on acceptable terms when needed, we may be required to delay, scale back or eliminate the development of the technologies of our newly acquired businesses. Inadequate funding could also impair our ability to compete in the marketplace, which may result in the dissolution of our company.

WE EXPECT TO EXPERIENCE SIGNIFICANT AND RAPID GROWTH IN THE SCOPE AND COMPLEXITY OF OUR BUSINESS AS WE PROCEED WITH THE DEVELOPMENT AND SALE OF OUR PRODUCTS. IF WE ARE UNABLE TO HIRE STAFF TO HANDLE SALES AND MARKETING OF OUR PRODUCTS AND MANAGE OUR OPERATIONS, OUR GROWTH COULD HARM OUR FUTURE BUSINESS RESULTS AND MAY STRAIN OUR MANAGERIAL AND OPERATIONAL RESOURCES.

As we proceed with the development of our technologies and the eventual marketing of the systems constructed based on the prototypes built using our technologies, we expect to experience significant and rapid growth in the scope and complexity of our business. We will need to add staff to assist with the development of our technologies and with the building of prototypes utilizing the technologies, manage operations, handle sales and marketing efforts and perform finance and accounting functions. We will be required to hire a broad range of additional personnel in order to successfully advance our operations. This growth is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a materially adverse effect on our business and financial conditions.

IF WE ARE UNABLE TO ACHIEVE MARKET ACCEPTANCE FOR OUR TECHNOLOGIES AND OUR PROTOTYPES WE WILL BE UNABLE TO BUILD OUR BUSINESSES.

To some extent, our success will depend on the acceptance of our systems by the companies and individuals who could potentially utilize our prototypes prior to production of our systems for sale to the public. Achieving such acceptance may require a significant marketing investment. We cannot assure you that our marketing efforts will achieve this desired result, nor can we assure you that our existing prototypes or future systems will be accepted at sufficient levels to support our operations and build our businesses.

THE LOSS OF OUR KEY TECHNICAL INDIVIDUALS WOULD HAVE AN ADVERSE IMPACT ON FUTURE DEVELOPMENT AND COULD IMPAIR OUR ABILITY TO SUCCEED.

Our performance is substantially dependent on the technical expertise of Dr. Melvin Prueittand Dr. Reed Jensen and our ability to continue to hire and retain qualified personnel to assist them. The loss of Dr. Prueitt or Dr. Jensen or any other key employees or officers could have a materially adverse effect on our business, development, financial condition, and operating results. We do not maintain "key person" life insurance on any of our directors or senior executive officers and we do not have life insurance on Dr. Prueitt or Dr. Jensen.

Our current President, Andrew Schwab, spends approximately 70% of his working time on our company. It is understood by our board of directors that our current President, who was appointed to assist us with our initial restructuring and the acquisitions of Sunspring, Inc. and Renewable Energy Corporation, will be replaced in the near future with a qualified individual. It may be difficult to find a sufficiently qualified individual to fill this role and accordingly, our company may not be able to successfully expand our operations until such an individual is located and retained.

THE RECENT TERRORIST ATTACKS MAY HAVE AN ADVERSE EFFECT ON OUR BUSINESS.

The terrorist attacks in New York and Washington, D.C. on September 11, 2001 appear to be having an adverse effect on business, financial and general economic conditions. These effects may, in turn, have an adverse effect on our business and results and operations. At this time, however, we are not able to predict the nature, extent and duration of these effects on overall economic conditions or on our business and operating results.

OUR PROPRIETARY PRODUCTS RELY ON OUR INTELLECTUAL PROPERTY, AND ANY FAILURE BY US TO PROTECT OUR INTELLECTUAL PROPERTY COULD ENABLE OUR COMPETITORS TO MARKET PRODUCTS WITH SIMILAR FEATURES THAT MAY REDUCE DEMAND FOR OUR PRODUCTS, WHICH WOULD ADVERSELY AFFECT OUR NET SALES.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our proprietary technology. We believe the protection of our proprietary technology is important to our business. If we are unable to protect our intellectual property rights, our business could be materially adversely affected. We currently rely on a combination of patent, copyright, trademark and trade secrets laws to protect our proprietary rights. In addition, we generally enter into confidentiality agreements with our employees to control access to intellectual property. We have applied for the registration of some, but not all, of our trademarks. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. In addition, the laws of some foreign countries, and the enforcement of those laws, do not protect proprietary rights to as great an extent as do the laws of the United States. We cannot assure you that our means of protecting our proprietary rights will be adequate or that our competitors will not independently develop similar technology, duplicate our products or design around any patent issued to us or other intellectual property rights of ours.

In addition, we may initiate claims or litigation against third parties for infringement of our proprietary rights to establish the validity of our proprietary rights. This litigation, whether or not it is resolved in our favour, could result in significant expense to us and divert the efforts of our technical and management personnel.

WE MAY FROM TIME TO TIME BE SUBJECT TO CLAIMS OF INFRINGEMENT OF OTHER PARTIES' PROPRIETARY RIGHTS OR CLAIMS THAT OUR OWN TRADEMARKS, PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS ARE INVALID, AND IF WE WERE TO SUBSEQUENTLY LOSE OUR INTELLECTUAL PROPERTY RIGHTS, OUR BUSINESS WOULD BE MATERIALLY ADVERSELY AFFECTED.

We may from time to time receive claims that we are infringing third parties' intellectual property rights or claims that our own trademarks, patents or other intellectual property rights are invalid. We expect that companies in our markets will increasingly be subject to infringement claims as the number of products and competitors in our industry segment grows and the functionality of products in different industry segments overlaps. The resolution of any claims of this nature, with or without merit, could be time-consuming, result in costly litigation, cause product shipment delays, require us to redesign our products or require us to enter into royalty or licensing agreements, any of which could harm our operating results. Royalty or licensing agreements, if required, might not be available on terms acceptable to us or at all. The loss of access to any key intellectual property right could harm our business.

TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

The U.S. Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors." The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.

INSIDER CONTROL OF COMMON STOCK.

As of March 1, 2002, three shareholders beneficially owned approximately 63% of our outstanding common shares. As a result, these shareholders will be able to influence all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. Such control may have the effect of delaying or preventing a change in control.

WE DO NOT EXPECT TO DECLARE OR PAY ANY DIVIDENDS.

We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future.

BECAUSE OF OUR LIMITED OPERATING HISTORY, IT IS DIFFICULT TO PREDICT OUR FUTURE REVENUES.

As a result of our limited operating history and the new technologies and prototypes that we will seek to introduce into the markets in which we will compete, we are unable to accurately forecast our revenues. Our current and future expense levels are based largely on our plan of operation and estimates of future revenues and are to a large extent fixed.

Future sales and operating results generally depend on our ability to develop a base of customers and businesses. We may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, any significant shortfall in estimated revenues in relation to our planned expenditures would have an immediate adverse effect on our business, prospects, financial condition and results of operations.

Further, as a strategic response to changes in the competitive environment, we may from time to time make certain pricing, service or marketing decisions that could have a materially adverse effect on our business and financial condition and results of operations.

WE EXPECT FLUCTUATIONS IN OUR QUARTERLY OPERATING RESULTS IN THE FUTURE.

We expect to experience significant fluctuations in our future quarterly operating results due to a variety of factors, many of which are outside our control. Factors that may adversely affect our quarterly operating results include but are not limited to:

1. our ability to develop a base of businesses and individuals willing to utilize our prototypes for the production of potable water and liquid fuels, hydrogen and electricity respectively;

2. the announcement or introduction of new prototypes and systems by us and by our competitors;

3. consumer acceptance of our prototypes and systems;

4. our ability to attract new personnel in a timely and effective manner;

5. the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations and infrastructure;

6. governmental regulation;

7. general economic conditions; and

8. economic conditions specific to the water desalination and hydrogen production industries.

WE WILL HAVE TO EXPEND SUBSTANTIAL FUNDS ON ADVERTISING, SALES AND MARKETING IN THE FUTURE.

We have not incurred significant advertising, sales and marketing expenses to date. Eventually, we will need to increase awareness of our technologies and our prototypes, and as a result, we expect to spend significantly more on advertising, sales and marketing in the future. If our marketing strategy is unsuccessful, we may not be able to recover these expenses or even generate any revenues. We will be required to develop a marketing and sales campaign that will effectively demonstrate the advantages of our technologies and prototypes. To date, our experience with respect to marketing is very limited. We may also elect to enter into agreements or relationships with third parties regarding the promotion or marketing of our technologies and prototypes. There can be no assurance that we will be able to establish adequate sales and marketing capabilities, that we will be able to enter into marketing agreements or relationships with third parties on financially acceptable terms or that any third parties with whom we enter into such arrangements will be successful in marketing and promoting our technologies and prototypes.

OUR FUTURE REVENUES ARE DEPENDENT ON THE ACCEPTANCE OF OUR TECHNOLOGIES AND PROTOTYPES.

Our future revenues and our ability to generate profits in the future are substantially dependent upon the widespread acceptance and use of the prototypes built using our technologies. There can be no assurance that the prototypes built using our technologies will become widely accepted or that a sufficiently broad base of consumers will use the machinery based on our prototypes.

The prototypes may not be accepted as a viable alternatives to traditional means utilized for the production of potable water or for the production of liquid fuels, electricity and hydrogen for a number of reasons, including potentially inadequate development of the necessary infrastructure or delayed development of related technologies and performance improvements.

SINCE OUR SHARES ARE THINLY TRADED, AND TRADING ON THE OTC BULLETIN BOARD MAY BE SPORADIC BECAUSE IT IS NOT AN EXCHANGE, STOCKHOLDERS MAY HAVE DIFFICULTY RESELLING THEIR SHARES.

Our common shares are currently listed for public trading on the Over the Counter Bulletin Board and the Berlin Stock Exchange. The trading price of our common shares has been subject to wide fluctuations. Trading prices of our common shares may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common shares will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common shares, regardless of our operating performance.

In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management's attention and resources.

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS.

Our by-laws contain provisions with respect to the indemnification of our officers and directors against all expenses (including, without limitation, attorneys' fees, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that the person is one of our officers or directors) incurred by an officer or director in defending any such proceeding to the maximum extent permitted by Nevada law.

FUTURE DILUTION

Our constating documents authorize the issuance of 100,000,000 common shares and 25,000,000 preferred shares. In the event that we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in our control.

ANTI-TAKEOVER PROVISIONS

We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors.

ENFORCEABILITY OF CIVIL LIABILITIES AGAINST US

Our principal businesses are located outside the United States. In addition, a majority of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our company or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

Part II - OTHER INFORMATION

Item 1.	Legal Proceedings.

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

Item 2.	Changes in Securities.

Recent Sales of Unregistered 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.

Garry Lavold, one of our directors, resigned from our board effective April 30, 2002. Mr. Lavold has also resigned effective April 30, 2002 as a director and officer of each of Sunspring, Inc. and Renewable Energy Corporation.

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

Form 8-K Current Reports

On January 16, 2002, we filed a current report on Form 8-K announcing the acquisition by Kenneth Swaisland of 8,000,000 shares of our common stock as of December 27, 2001. The transaction was effected pursuant to a share purchase agreement dated December 18, 2001 between A. Richard Bullock and Kenneth Swaisland for the purchase price of $1.10 per common share for total proceeds of $8,800,000. Mr. Swaisland's obligation to pay the purchase price is evidenced by a transferable promissory note dated as of December 18, 2001, in the principal amount of $8,800,000. On the same date, Kenneth Swaisland also acquired 3,000,000 shares of our common stock indirectly through his wholly-owned Yukon holding company, Avion Holdings Inc., for the purchase price of $1.10 per common share for total proceeds of $3,300,000. The transaction was also effected pursuant to a share purchase agreement dated December 18, 2001 between A. Richard Bullock and Avion Holdings. Avion Holdings' obligation to pay the purchase price is evidenced by two transferable promissory notes dated as of December 18, 2001. The purchase of 8,000,000 shares of our common stock acquired by Kenneth Swaisland, together with the 3,000,000 shares of our common stock acquired by Avion Holdings and held indirectly by Mr. Swaisland and 1,000,000 shares of our common stock previously acquired by Mr. Swaisland, forms a controlling interest representing 38.02% of the issued and outstanding common shares in the capital stock of Sun Power. As of December 27, 2001, Jacqueline Swaisland, Mr. Swaisland's wife, also acquired 8,000,000 shares of our common stock. The transaction was also effected pursuant to a share purchase agreement dated December 18, 2001 between A. Richard Bullock and Jacqueline Swaisland for the purchase price of $1.10 per common share for total proceeds of $8,800,000. Mrs. Swaisland's obligation to pay the purchase price is evidenced by a transferable promissory note dated as of December 18, 2001, in the principal amount of $8,800,000. The purchase of 8,000,000 shares of our common stock acquired by Jacqueline Swaisland represents 25.35% of the issued and outstanding shares of our common stock.

On January 24, 2002, we filed a current report on Form 8-K announcing that effective January 4, 2002, our common stock was listed and posted for trading on the Berlin Stock Exchange under the trading symbol "SJP". The German CUSIP number is 807354.

On February 11, 2002, we filed a current report on Form 8-K announcing the completion of the formal share exchange with Solar Energy Limited, a public company listed on the OTC Bulletin Board, and three of its subsidiaries as first announced on July 13, 2001.

Consolidated Financial Statements Filed as Part of the Quarterly Report

Our consolidated financial statements include:

Consolidated Balance Sheets

Consolidated Statements of Operations and Deficit

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

Exhibits Required by Item 601 of Regulation S-B

Exhibit Number and Description

(3)	Articles of Incorporation/Bylaws

3.1	Amended and Restated Articles of Incorporation, filed April 30, 1999 (incorporated by reference from our Registration Statement on form 10-SB filed on October 28, 1999)

3.2	Amended and Restated Bylaws (incorporated by reference from our Registration Statement on Form 10-SB filed on October 28, 1999)

3.3	Certificate of Amendment to Articles of Incorporation, filed October 20, 1999 (incorporated by reference from our Registration Statement on Form 10-SB filed on October 28, 1999)

3.4	Certificate of Amendment to Articles of Incorporation, filed November 1, 2001 (incorporated by reference from our Form 10-QSB filed on November 14, 2001)

(21) Subsidiaries

21.1	Sunspring, Inc.

21.2	Renewable Energy Corp.





SIGNATURES

In accordance with the requirements 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/ Andrew Schwab
By:___________________________
Andrew Schwab, President, Secretary,
Treasurer and Director
May 15, 2002

/s/ Milton Datsopoulos
______________________________
By: Milton Datsopoulos, Director
Date: May 15, 2002

/s/ Joel Dumaresq
_____________________________
By: Joel Dumaresq, Director
Date: May 15, 2002

/s/ Dana Hansen
____________________________
By: Dana Hansen, Director
Date: May 15, 2002

/s/ Stuart Jensen
____________________________
By: Stuart Jensen, Director
Date: May 15, 2002

/s/Dr. Noel Brown
____________________________
By: Dr. Noel Brown, Director
Date: May 15, 2002