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

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

FORM 10-QSB

(Mark One)

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

For the quarterly period ended September 30, 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)                                                 



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:

31,681,000 common shares, par value $0.01, as at November 18, 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.

DISCLOSURE

To: The Shareholders of Sun Power Corporation

It is the opinion of management that the interim consolidated financial statements for the quarter ended September 30, 2002 include all adjustments necessary in order to ensure that the consolidated financial statements are not misleading.

Kelowna, British Columbia
Date: November 19, 2002

/s/ Andrew Schwab

____________________________
Director of Sun Power Corporation

|Consolidated Financial Statements
(Expressed in United States dollars)
SUN POWER CORPORATION(Formerly Hyaton Organics Inc.)
(A Development Stage Enterprise)
Nine month period ended September 30, 2002 and 2001
Period from inception on November 24, 1994 to September 30, 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                                         
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|Liabilities and Stockholders' Deficiency                            
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|Redeemable preference shares                                        
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|Total liabilities and stockholders' deficiency                      
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|Future operations (note 1(a))                                       
|Commitment (note 5)                                                 
|Subsequent event (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                   
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|Loss before undernoted                                              
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|Loss on disposal of Camden                                          
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|Deficit accumulated during the                                      
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|Deemed dividend on preferred stock                                  
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|Basic and diluted loss per                                          
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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):                         
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|Operations:                                        
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|Investments:                                       
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|Financing:                                         
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|Effect of exchange rate changes on foreign currency
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|Increase (decrease) in cash                        
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|Cash, beginning 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                    
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|Supplementary information:                                          
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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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|Notes to Consolidated Financial Statements                      
|(Expressed in United States dollars)                            
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|Nine month period ended September 30, 2002 and 2001             
|Period from inception on November 24, 1994 to September 30, 2002
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|sun power Corporation                                           
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|(Formerly Hyaton Organics Inc.)                                 
|(A Development Stage Enterprise)                                
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|Notes to Consolidated Financial Statements                      
|(Expressed in United States dollars)                            
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|Nine month period ended September 30, 2002 and 2001             
|Period from inception on November 24, 1994 to September 30, 2002
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|sun power Corporation                                           
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|(Formerly Hyaton Organics Inc.)                                 
|(A Development Stage Enterprise)                                
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|Notes to Consolidated Financial Statements                      
|(Expressed in United States dollars)                            
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|Nine month period ended September 30, 2002 and 2001             
|Period from inception on November 24, 1994 to September 30, 2002
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|sun power Corporation                                           
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|(Formerly Hyaton Organics Inc.)                                 
|(A Development Stage Enterprise)                                
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|Notes to Consolidated Financial Statements                      
|(Expressed in United States dollars)                            
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|Nine month period ended September 30, 2002 and 2001             
|Period from inception on November 24, 1994 to September 30, 2002
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|sun power Corporation                                           
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|(Formerly Hyaton Organics Inc.)                                 
|(A Development Stage Enterprise)                                
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|Notes to Consolidated Financial Statements                      
|(Expressed in United States dollars)                            
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|Nine month period ended September 30, 2002 and 2001             
|Period from inception on November 24, 1994 to September 30, 2002
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|5.                                                              
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|6.                                                              
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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 ("RECO"), a New Mexico company, on November 26, 2001. After these acquisitions, we focused on the commercialization of the technology of our new subsidiaries, through which we eventually intended to sell alternative or "green" electricity.

One of our two subsidiaries, Sunspring, Inc., focuses on the production of potable water from brackish water and sea water through the use of a patented "solar blanket" and reverse osmosis system, which Sunspring has licensed from various individuals. This patented technology should enable Sunspring, Inc. to collect and use solar energy to drive pumps and expanders to push water through conventional reverse osmosis equipment.

Our other subsidiary, Renewable Energy Corporation, has a license to certain technologies that use high intensity solar energy to produce alternative or "green" fuels such as hydrogen, methanol or ethanol from biomass, C02, "dirty" natural gas or coal. This licensed technology generates no air pollution or green-house gasses and represents a cost effective method for producing electricity and commercial fuel.

As a condition of our acquisitions of Sunspring, Inc. and Renewable Energy Corporation, we agreed to provide each of them with certain working capital during each 90-day period during the year following the Closing Date.

A condition contained in the Agreement pursuant to which we acquired the shares of Sunspring, Inc. permits Solar Energy Limited to require, on the one-year anniversary of the Closing Date, that we return all of the shares of Sunspring, Inc. to Solar Energy Limited in exchange for the 8,000,000 Sun Power Series A Preferred Shares that we issued as part of the purchase price. This condition can be exercised by Solar Energy Limited only if we have failed to provide Sunspring, Inc. with the stipulated minimum working capital during that one year period following the Closing Date.

Similarly, a condition contained in the Agreement pursuant to which we acquired the shares of Renewable Energy Corporation permits Renewable Energy Limited to require, on the one-year anniversary of the Closing Date, that we return all of the shares of Renewable Energy Corporation to Renewable Energy Limited in exchange for the 8,000,000 Sun Power Series B Preferred Shares that we issued as part of the purchase price. This condition can be exercised by Renewable Energy Limited only if we have failed to provide Renewable Energy Corporation with the stipulated minimum working capital during that one year period following the Closing Date.

The Closing Date for both the acquisition of Sunspring, Inc. and Renewable Energy Corporation was November 26, 2001. We have recently been advised by Solar Energy Limited that we have failed to provide the stipulated funding to Sunspring, Inc. as required by our Agreement and they therefore intend to exercise their right to exchange their 8,000,000 shares of Sun Power Series A Preferred Stock for all of the issued and outstanding shares of Sunspring, Inc. on or about November 26, 2002. Similarly, we have also been advised by Renewable Energy Limited that we have failed to provide the stipulated funding to Renewable Energy Corporation as required by our Agreement and they therefore intend to exercise their right to exchange their 8,000,000 shares of Sun Power Series B Preferred Stock for all of the issued and outstanding shares of Renewable Energy Corp. on or about November 26, 2002.

Finally, Mr. Finley Foster resigned from his offices as our President and Chief Executive Officer on November 4, 2002. Mr. Stuart Jensen resigned from our Board of Directors effective November 6, 2002, Mr. Joel Dumaresq resigned effective November 7, 2002 and Dr. Noel Brown resigned from our Board of Directors effective November 8, 2002. On November 16, our Board of Directors re-appointed Mr. Andrew Schwab as our President.

If Solar Energy Limited and Renewable Energy Limited exercise their respective rights to exchange their Sun Power Preferred Stock for all of the issued and outstanding shares of Sunspring, Inc., and Renewable Energy Corporation, we will no longer have an operating business that we can pursue. Accordingly, we are seeking to either identify a suitable business opportunity or enter into a suitable business combination. Until we secure a suitable business opportunity or combination, we will operate as a "blank check" company.

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 September 30, 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

We are currently establishing a restructuring program in which we plan to effect a consolidation of our issued and outstanding common shares, a name change, the relocation of our head office and negotiations with our major creditors in an effort to effect an exchange of certain outstanding debt for common shares.

If we are forced to exchange the issued and outstanding shares of Sunspring, Inc. and Renewable Energy Corp. for our Sun Power Preferred Shares, which we currently anticipate will occur on or about November 26, 2002, we will concentrate our efforts over the next three months on seeking new business opportunities. 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.

Employees

We currently do not have any employees. Over the three months ending December 31, 2002, we anticipate an increase in the number of employees we retain as we divest our company of its two subsidiary companies Sunspring, Inc. and Renewable Energy Corp. If we identify and complete the acquisition of a business opportunity or enter into a business combination during the calendar quarter ending December 31, 2002, we may increase or decrease the number of our employees. Any increase in the number of employees may significantly increase our monthly burn rate.

Cash Requirements/Product Research and Development

If we are forced to exchange the issued and outstanding shares of Sunspring, Inc. and Renewable Energy Corp. for our Sun Power Preferred Shares, which we currently anticipate will occur on or about November 26, 2002, we will have no need for research and development in the near term. In the near term, we will concentrate our efforts on seeking new business opportunities. 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.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board ("FASB") finalized SFAS No. 141, Business Combinations,and SFAS No. 142, Goodwill and Other Intangible Assets.SFAS 141 requires the use of the purchase method of accounting and prohibits the use of the pooling-of-interests method of accounting for business combinations initiated after June 30, 2001. SFAS 141 also requires that we recognize acquired intangible assets apart from goodwill if the acquired intangible assets meet certain criteria. SFAS 141 applies to all business combinations initiated after June 30, 2001 and for purchase business combinations completed on or after July 1, 2001. It also requires, upon adoption of SFAS 142, that we reclassify the carrying amounts of intangible assets and goodwill based on the criteria in SFAS 141.

SFAS 142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill for impairment at least annually. In addition, SFAS 142 requires that we identify reporting units for the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life. An intangible asset with an indefinite useful life should be tested for impairment in accordance with the guidance in SFAS 142. SFAS 142 is required to be applied in fiscal years beginning after December 15, 2001 to all goodwill and other intangible assets recognized at that date, regardless of when those assets were initially recognized. SFAS 142 requires us to complete a transitional goodwill impairment test six months from the date of adoption. We are also required to reassess the useful lives of other intangible assets within the first interim quarter after adoption of SFAS 142.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 requires that those long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations. Therefore, discontinued operations will no longer be measured at net realizable value or include amounts for operating losses that have not yet occurred. SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001 and, generally, is to be applied prospectively.

The implementation of these new standards did not have a material effect on our consolidated financial statements.

In July 2002 FASB issued SFAS 146 "Accounting For Costs Associated with Exit or Disposal Activities", which addresses the financial accounting and reporting for costs associated with exit or disposal activities. SFAS 146 requires that a liability be recognized for those costs only when a liability is incurred. SFAS 146 is effective for disposal and exit activities initiated after December 31, 2002.

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.

SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS

If we are forced to exchange all of the issued and outstanding shares of our two subsidiaries, Sunspring, Inc. and Renewable Energy Corporation, which we currently believe we will be required to do on November 26, 2002, we will focus all of our efforts on seeking a suitable business opportunity or business combination. We will be an insignificant participant amongst numerous other companies seeking a suitable business opportunity or business combination. A large number of established and well-financed entities, including venture capital firms, are actively seeking suitable business opportunities or business combinations which may also be desirable target candidates for us. Virtually all such entities have significantly greater financial resources, technical expertise and managerial capabilities than we do. We are, consequently, at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete with numerous other small public companies seeking suitable business opportunities or business combinations.

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 $1,673,277 for the nine months ended September 30, 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

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 September 30, 2002 of $4,352,469. 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 whether or not we retain our shareholdings in our two operating subsidiaries Sunspring, Inc. and Renewable Energy Corporation. If we continue to own these companies, our future capital requirements will depend, among other things, on 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 these businesses before we have established that they 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.

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.

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

We have a limited operating history on which to base an evaluation of our business and prospects. If we retain the shares of our two operating subsidiaries Sunspring, Inc. and Renewable Energy Corporation, our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies whose sole business is in the development stage and who have no identifiable source for financing. If, on the other hand, we are forced to exchange all of the issued and outstanding shares of our two operating subsidiaries, which we currently believe will occur on November 26, 2002, then our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies seeking to acquire or establish a new business opportunity. Some of these risks and uncertainties relate to our ability to identify, secure and complete an acquisition of a suitable business opportunity.

We cannot be sure that we will be successful in addressing any of these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. In addition, our operating results are dependent to a large degree upon factors outside of our control. There are no assurances that we will be successful in addressing these risks, and failure to do so may adversely affect our business.

Because we do not have the funds on hand to complete development of the technologies and prototypes of our operating subsidiaries, it is unlikely that we will generate any revenue from these technologies within the next few months. If, on the other hand, we are required to exchange the shares of these operating subsidiaries on November 26, 2002, it is equally unlikely that we will generate any or significant revenues while we seek a suitable business opportunity or business combination. Our short and long-term prospects in this event depend upon our ability to select and secure a suitable business opportunity or business combination and, in any event, to secure the funding necessary to develop it. In order for us to make a profit, we will need to successfully acquire a new business opportunity in order to generate revenues in an amount sufficient to cover any and all future costs and expenses in connection with any such business opportunity. Even if we become profitable, we may not sustain or increase our profits on a quarterly or annual basis in the future.

We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until we complete a business combination or acquire a business opportunity. This may result in our company incurring a net operating loss which will increase continuously until we complete a business combination or acquire a business opportunity that can generate revenues that result in a net profit to us. There is no assurance that we will identify a suitable business opportunity or complete a business combination.

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

If we retain the shares of our two operating subsidiaries then, 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.

If we retain our shareholdings in our two operating subsidiaries our performance will be 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, would be replaced with a qualified individual. We had appointed Mr. Finley Foster to the position of President and Chief Executive Officer, but he has resigned and Mr. Schwab has been re-appointed. If we retain our operating subsidiaries, it may be difficult to find another sufficiently qualified individual to replace Mr. Schwab and accordingly, our company may not be able to successfully expand our operations until such an individual is located and retained.

If we are forced to exchange all of the issued and outstanding shares of our two subsidiaries, which we currently believe we will be required to do on November 26, 2002, then, although none of our present officers or directors are key to our continuing operations, we will nonetheless rely upon the continued service and performance of these officers and directors, and our future success depends on the retention of these people, whose knowledge of our business and whose technical expertise would be difficult to replace. At this time, none of our officers or directors are bound by employment agreements, and as a result, any of them could leave with little or no prior notice.

If we are unable to hire and retain technical, sales and marketing and operational personnel, any business we acquire could be materially adversely affected. We intend to hire a significant number of additional personnel in the future after we have identified and completed the acquisition of a business opportunity or enter into a business combination. Competition for these individuals may be intense, and we may not be able to attract, assimilate, or retain additional highly qualified personnel in the future. The failure to attract, integrate, motivate and retain these employees could harm our business.

IF WE RETAIN OUR OPERATING SUBSIDIARIES, 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 current business. If we are unable to protect these intellectual property rights, our current 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.

SPECULATIVE NATURE OF OUR PROPOSED OPERATIONS IF WE ARE FORCED TO EXCHANGE ALL OF THE ISSUED AND OUTSTANDING SHARES OF OUR OPERATING SUBSIDIARIES.

If we are forced to exchange all of the issued and outstanding shares of our operating subsidiaries, as we currently believe we will be forced to do on November 26, 2002, then the success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of any identified business opportunity. While management intends to seek business opportunities and/or business combinations with entities which have established operating histories, there is no assurance that we will successfully locate business opportunities meeting such criteria. In the event that we complete a business combination or otherwise acquire a business opportunity, the success of our operations may be dependent upon management of the successor firm or venture partner firm, together with a number of other factors beyond our control.

NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION/NO STANDARDS FOR BUSINESS COMBINATION.

We have no arrangement, agreement, or understanding with respect to acquiring a business opportunity or engaging in a business combination with any private entity. If we are forced to exchange all of the issued and outstanding shares of our operating subsidiaries, as we currently believe we will be forced to do on November 26, 2002, there can be no assurance that we will successfully identify and evaluate suitable business opportunities or conclude a business combination. There is no assurance that we will be able to negotiate the acquisition of a business opportunity or a business combination on terms favorable to us. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which it will require a target business opportunity to have achieved, and without which we would not consider a business combination in any form with such business opportunity. Accordingly, we may enter into a business combination with a business opportunity having no significant operating history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics.

CONTINUED MANAGEMENT CONTROL/LIMITED TIME AVAILABILITY

If we are forced to exchange all of the issued and outstanding shares of our operating subsidiaries, as we currently believe we will be forced to do on November 26, 2002, we will be dependent upon management's personal abilities to evaluate business opportunities that may be presented in the future. While seeking to acquire a business opportunity, management anticipates devoting up to 25% of their time to our business. Management may or may not have prior experience in the technical aspects of the industry or the business within that industry that may be acquired. Our officers have not entered into written employment agreements with us with respect to our proposed plan of operation and are not expected to do so in the foreseeable future. We have not obtained key man life insurance on our officers or directors. Notwithstanding the combined limited experience and time commitment of management, loss of the services of any of these individuals would adversely affect development of our business and our likelihood of continuing operations.

LACK OF DIVERSIFICATION

If we are forced to exchange all of the issued and outstanding shares of our operating subsidiaries, as we currently believe we will be forced to do on November 26, 2002, we will be operating as a blank check company looking for a suitable business opportunity or business combination. In such an event, in all likelihood, our proposed operations, even if successful, may result in a business combination with only one entity. Consequently, the resulting activities will be limited to that entity's business. Our inability to diversify our activities into a number of areas may subject us to economic fluctuations within a particular business or industry, thereby increasing the risks associated with our operations.

REGULATION

Although we will be subject to regulation under the Securities Exchange Act of 1934, management believes that we will not be subject to regulation under the Investment Company Act of 1940, insofar as we will not be engaged in the business of investing or trading in securities. In the event that we engage in business combinations which result in us holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act of 1940, meaning that we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to the status of our company under the Investment Company Act of 1940 and, consequently, any violation of such act would subject us to material adverse consequences.

PROBABLE CHANGE IN CONTROL AND MANAGEMENT

If we are forced to exchange all of the issued and outstanding shares of our operating subsidiaries, as we currently believe we will be forced to do on November 26, 2002, we will be operating as a blank check company looking for a suitable business opportunity or business combination. In such an event a business combination or acquisition of a business opportunity involving the issuance of our common shares may result in new or incoming shareholders obtaining a controlling interest in our company. Any such business combination or acquisition of a business opportunity may require management of our company to sell or transfer all or a portion of the common shares in the capital of our company that they hold or resign as members of our board of directors. The resulting change in our control could result in removal of one or more of our present officers and directors, and a corresponding reduction in or elimination of their participation in the future affairs of our company.

REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION

If we are forced to exchange all of the issued and outstanding shares of our operating subsidiaries, as we currently believe we will be forced to do on November 26, 2002, we will be operating as a blank check company looking for a suitable business opportunity or business combination. In such an event, our primary plan of operation will be based upon the acquisition of a business opportunity or a business combination with a private concern, which, in all likelihood, would result in us issuing common shares to shareholders of such private company. Issuing previously authorized and unissued common shares in our capital will reduce the percentage of common shares owned by present and prospective shareholders and may result in a change in our control and/or management.

Taxation

If we are forced to exchange all of the issued and outstanding shares of our operating subsidiaries, as we currently believe we will be forced to do on November 26, 2002, we will be operating as a blank check company looking for a suitable business opportunity or business combination. In such an event, Canadian and United States tax consequences will, in all likelihood, be major considerations in any business acquisition or combination we may undertake. Typically, these transactions may be structured to result in tax-free treatment pursuant to various Canadian and United States tax provisions. We intend to structure any business combination so as to minimize the tax consequences to both our company, our management, our principal shareholder and the target entity. Management cannot ensure that a business combination will meet the statutory requirements for a tax-free reorganization, or that the parties will obtain the intended tax-free treatment upon a transfer of common shares or assets. A non-qualifying reorganization could result in the imposition of taxes, which may have an adverse effect on both parties to the transaction.

REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS OPPORTUNITY

If we are forced to exchange all of the issued and outstanding shares of our operating subsidiaries, as we currently believe we will be forced to do on November 26, 2002, we will be operating as a blank check company looking for a suitable business opportunity or business combination. In such an event, our management believes that any potential business opportunity or target company must provide audited financial statements for review and for the protection of all parties to the business acquisition or combination. One or more attractive business opportunities may forego a business combination with us rather than incur the expenses associated with preparing audited financial statements.

UNCERTAIN ABILITY TO MANAGE GROWTH

If we are forced to exchange all of the issued and outstanding shares of our operating subsidiaries, as we currently believe we will be forced to do on November 26, 2002, we will be operating as a blank check company looking for a suitable business opportunity or business combination. In such an event, our ability to achieve any planned growth upon the acquisition of a suitable business opportunity or business combination will be dependent upon a number of factors including, but not limited to, our ability to hire, train and assimilate management and other employees and the adequacy of our financial resources. In addition, there can be no assurance that we will be able to manage successfully any business opportunity or business combination. Failure to manage anticipated growth effectively and efficiently could have a materially adverse effect on 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 November 18, 2002, four shareholders beneficially owned approximately 65% 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.

If we do not exchange all of the issued and outstanding shares of our operating subsidiaries, as we currently believe we will be forced to do on November 26, 2002, and 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 will in such an event 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.

If we do not exchange all of the issued and outstanding shares of our operating subsidiaries, as we currently believe we will be forced to do on November 26, 2002, we nonetheless 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 products, 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 products or services. 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 products and services. 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.

If we do not exchange all of the issued and outstanding shares of our operating subsidiaries, as we currently believe we will be forced to do on November 26, 2002, our future revenues and our ability to generate profits in the future will be 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.

SINCE NASDAQ HAS PROPOSED TO PHASE OUT THE OTC BULLETIN BOARD (OTCBB) AND REPLACE IT WITH THE BBX EXCHANGE WHICH HAS QUALITATIVE LISTING REQUIREMENTS, WE MAY NOT QUALIFY FOR LISTING ON THE BBX EXCHANGE AND STOCKHOLDERS MAY HAVE DIFFICULTY SELLING THEIR SHARES.

Nasdaq has proposed phasing out the OTCBB and replacing it with the BBX Exchange. The BBX Exchange will have qualitative listing requirements and we will be required to file a listing application in order to have our shares of common stock listed for trading on the BBX Exchange. If we are unable to obtain a listing on the BBX Exchange and the OTCBB is phased out as planned, then there may be no market for our common stock and you may have difficulty reselling any shares of Sun Power common stock that you may own.

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.

Item 3.	Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to the filing date of this report, our Company carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company's management, including our Company's President, Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Company's President, Chief Executive Officer and Chief Financial Officer concluded that our Company's disclosure controls and procedures are effective. There have been no significant changes in our Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date our Company carried out its evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

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

On August 22, 2002, we issued 100,000 common shares at a price of $1.00 per share to 1 investor, who we had reasonable grounds to believe was an accredited investor, capable of evaluating the merits and risks of this investment, and who acquired the shares for investment purposes The transaction was private in nature, and the shares were issued in reliance upon Regulation S of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities.

We borrowed $25,500 on April 4, 2002 Zmax Capita Corp., evidenced by a promissory note which bears interest at 2% per month. The promissory note matured July 4, 2002 but was not repaid on July 4, 2002. No action has been taken by the lender to realize on the promissory note.

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

None.

Item 5. Other Information.

On June 17, 2002, we appointed Finley Foster our Chief Operating Officer. On September 10, 2002 Mr. Foster was appointed as our President and Chief Executive Officer. Accordingly, Mr. Andrew Schwab resigned as President and Chief Executive Officer on October 1, 2002. Mr. Schwab continues to act as our Secretary and Treasurer and a director of our company.

Mr. Finley Foster resigned from his offices as our President and Chief Executive Officer on November 4, 2002. Mr. Stuart Jensen resigned from our Board of Directors effective November 6, 2002, Mr. Joel Dumaresq resigned effective November 7, 2002 and Dr. Noel Brown resigned from our Board of Directors effective November 8, 2002. On November 16, our Board of Directors re-appointed Mr. Andrew Schwab as our President.

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

Form 8-K Current Reports

On August 14, 2002, we filed a current report on Form 8-K announcing the filing of our Form 10-QSB Quarterly Report for the period ended June 30, 2002 with the United States Securities and Exchange Commission. In connection with the new legislation that requires our Chief Executive Officer and Chief Financial Officer to certify periodic reports that contain financial statements, we attached as exhibit 99.1 to the Form 8-K Current Report the Certification of the President, Secretary and Treasurer.

On September 13 , 2002, we filed a current report on Form 8-K announcing the appointment of Finley B. Foster to the position of President and Chief Executive Officer, effective October 1, 2002. Andrew Schwab, the current President resigned his position effective October 1, 2002 but remained as Secretary, Treasurer and a Director of our company. Mr. Foster has over 30 years of experience in management of energy and high technology public and private companies. He was co-founder, president and CEO of United Energy Services Corporation, a wholly-owned subsidiary of Gilbert Associates Inc., a company which provides a wide range of operations, engineering, construction and consulting services to producers. He was formerly Chief Operating Officer of FutureNext Consulting, President and Chief Operating Officer of SuperDistribution, Inc. and Chief Operating Officer of MicroStar Company Inc. Mr. Foster is currently our Chief Operating Officer.

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. (SUNS)

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
November 19, 2002

/s/ Milton Datsopoulos
By:______________________________
By: Milton Datsopoulos, Director
Date: November 19, 2002

/s/ Dana Hansen
By: ____________________________
By: Dana Hansen, Director
Date: November 19, 2002

CERTIFICATION

I, Andrew Schwab, certify that:

1.	I have reviewed this quarterly report on Form 10-QSB of Sun Power Corporation;

2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 19, 2002

/s/ Andrew Schwab

_______________________________

Andrew Schwab, President,

Chief Executive Officer and
Chief Financial Officer