OMB Number: 3235-0416 
Expires: April 30, 2010

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

QQuarterly Report Under Section 13 or
15(d) of the Securities Exchange Act of 1934

For the quarterly period ended: July 31, 2008

or

£Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934

For the transition
period from ____ to ____

Commission File Number 000-51790

ICP SOLAR TECHNOLOGIES, INC.

|NEVADA                                                             | 20-0643604                              
|------------------------------------------------------------------ | ----------------------------------------
|(State
    of other jurisdiction of incorporation or organization) | (IRS
    Employer Identification Number)

7075 Place Robert-Joncas Montreal, Quebec, Canada H4M 2Z2(Address of principal executive
offices)

(514) 270-5770(Registrants telephone number,
including area code)

Securities registered under
Section 12(b) of the Exchange Act: None

Securities registered under
Section 12(g) of the Exchange Act:Common Stock, $0.00001 par value

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.

Yes Q

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer or a non-accelerated filer. See
definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of
the Exchange Act.

Large accelerated filer £           
Accelerated filer £           
Non-accelerated filer £           
Smaller reporting company

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY 
PROCEEDS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13, or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.

Yes £            No
£

APPLICABLE TO CORPORATE ISSUERS:

34,135,995 shares of the issuers common shares, par value
$.00001 per share, were issued and outstanding as of September 15, 2008.

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|                  |                                                                                       |   
|----------------- | ------------------------------------------------------------------------------------- | --
|TABLE OF CONTENTS
|                  |                                                                                       |   
|                  | PART I. FINANCIAL INFORMATION                                                         |   
|Item 1.           | Financial Statements                                                                  | i 
|                  | Consolidated Balance Sheet                                                            | 1 
|                  | Statement of Operations and
    Comprehensive Loss                                    | 4 
|                  | Statement of Cash Flows                                                               | 5 
|                  | Notes to Financial Statements                                                         | 7 
|                  |                                                                                       |   
|Item 2.           | Managements Discussion and Analysis of Financial Condition and Results of Operations | 25
|                  |                                                                                       |   
|Item 3.           | Controls and Procedures                                                               | 32
|                  |                                                                                       |   
|                  |                                                                                       |   
|                  | PART II. OTHER INFORMATION                                                            |   
|Item 1.           | Legal Proceedings                                                                     | 33
|Item 1a.          | Risk factors                                                                          | 33
|Item 2.           | Unregistered
    Sales of Equity Securities and Use of Proceeds                       | 34
|Item 3.           | Defaults upon Senior Securities                                                       | 34
|Item 4.           | Submission of Matters to a
    Vote of Security Holders                               | 34
|Item 5.           | Other Information                                                                     | 34
|Item 6.           | Exhibits                                                                              | 35
|                  |                                                                                       |   

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PART I

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited balance
sheets of ICP Solar Technologies Inc. as at July 31, 2008 and January 31, 2008,
related unaudited statements of operations and comprehensive loss, and cash
flows for the three months and six months ended July 31, 2008 and 2007 have been
prepared by management in conformity with accounting principles generally
accepted in the United States. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature. Operating results for the period ended July 31, 2008, are not
necessarily indicative of the results that can be expected for the fiscal year
ending January 31, 2009 or any other subsequent period.



i

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ICP Solar Technologies Inc.





ii

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ICP Solar Technologies Inc.



|                                                   |       
|-------------------------------------------------- | ------
|Contents                                           |       
|                                                   |       
|Balance Sheet                                      | 1 - 2 
|                                                   |       
|Statement of Shareholders' Equity                  | 3     
|                                                   |       
|Statement of Operations and
    Comprehensive Loss | 4     
|                                                   |       
|Statement of Cash Flows                            | 5     
|                                                   |       
|Notes to Financial Statements                      | 7 - 24

iii

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|                                      
|--------------------------------------
|ICP Solar Technologies Inc.           
|                                      
|Consolidated Interim Balance
    Sheet
|As At                                 
|(Unaudited)                           
|(Expressed in U.S. Funds)             

|                                                                                    |   |           |             |          
|----------------------------------------------------------------------------------- | - | --------- | ----------- | ---------
|                                                                                    |   | July 31,  | January 31,
|                                                                                    |   | 2008      |             | 2008     
|                                                                                    |   |           |             |          
|Assets                                                                              |   |           |             |          
|                                                                                    |   |           |             |          
|Current                                                                             |   |           |             |          
|                                                                                    |   |           |             |          
|Cash                                                                                | $ | 108,427   | $           | 20,967   
|Restricted cash (note 5)                                                            |   | 1,145,849 |             | -        
|Term deposit                                                                        |   | -         |             | 505,301  
|Accounts receivable                                                                 |   | 1,488,951 |             | 873,976  
|Inventories                                                                         |   | 2,136,640 |             | 2,426,177
|Prepaid expenses                                                                    |   | 17,787    |             | 86,898   
|Current portion of loan receivable                                                  |   | 405,585   |             |          
|                                                                                    |   | 5,303,239 |             | 3,913,319
|Property and
    Equipment(note 6)                                                  |   | 93,568    |             | 85,478   
|                                                                                    |   |           |             |          
|Unallocated Purchase Price Difference (note 7)                                      |   | 229,678   |             | -        
|                                                                                    |   |           |             |          
|Investment in EPOD
    Solar (Wales) Ltd. (note 8)                                  |   | -         |             | 1        
|                                                                                    |   |           |             |          
|Loan Receivable,less unamortized discount of $97,800 (2008 - $299,842)
    (note 8) |   | 397,216   |             | 2,200,158
|                                                                                    |   |           |             |          
|Investment in Convertible Debenture(note 8)                                         |   | 1,156,400 |             | -        
|                                                                                    |   |           |             |          
|                                                                                    | $ | 7,180,101 | $           | 6,198,956

See accompanying notes

- 1 -

---

|                                                                                                          |   |              |            
|--------------------------------------------------------------------------------------------------------- | - | ------------ | -----------
|                                                                                                          |   | July 31,     | January 31,
|                                                                                                          |   | 2008         |            
|                                                                                                          |   |              |            
|Liabilities                                                                                               |   |              |            
|                                                                                                          |   |              |            
|Current                                                                                                   |   |              |            
|                                                                                                          |   |              |            
|Bank indebtedness (note 9)                                                                                | $ | -            | $          
|Accounts payable and accrued liabilities                                                                  |   | 1,307,982    |            
|Current portion of government grants payable                                                              |   | 39,499       |            
|                                                                                                          |   |              |            
|                                                                                                          |   | 1,347,481    |            
|                                                                                                          |   |              |            
|Convertible Notes,less unamortized discount of $Nil
    (2008 - $167,492)                                 |   | -            |            
|                                                                                                          |   |              |            
|Senior Secured Convertible Debentures,less
    unamortized discount of $3,086,419 (2008 - $Nil) (note 10) |   | 246,914      |            
|                                                                                                          |   |              |            
|Put Warrants(note 10)                                                                                     |   | 3,560,667    |            
|                                                                                                          |   |              |            
|Deferred Income Taxes                                                                                     |   | 850,000      |            
|                                                                                                          |   |              |            
|Contingencies(note 11)                                                                                    |   |              |            
|                                                                                                          |   |              |            
|Shareholders' Equity                                                                                      |   |              |            
|                                                                                                          |   |              |            
|Capital Stock(note
    12)                                                                                |   | 342          |            
|                                                                                                          |   |              |            
|Additional Paid-In Capital(note 13)                                                                       |   | 15,365,579   |            
|                                                                                                          |   |              |            
|Accumulated Other
    Comprehensive Loss                                                                  |   | (798,469)    |            
|                                                                                                          |   |              |            
|Accumulated Deficit                                                                                       |   | (13,392,413) |            
|                                                                                                          |   | 1,175,039    |            
|                                                                                                          | $ | 7,180,101    | $          

See accompanying notes

- 2 -

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ICP Solar Technologies Inc.

Consolidated Interim Statement of Shareholders' Equity 
For the Six Month Period Ended July 31, 2008 
(Unaudited) 
(Expressed in U.S. Funds)

|                                  |              |        |              | Accumulated     |               |              
|--------------------------------- | ------------ | ------ | ------------ | --------------- | ------------- | -------------
|                                  |              |        | Additional   | Other           |               | Total        
|                                  | Common Stock |        | Paid-In      | Comprehensive   | Accumulated   | Shareholders'
|                                  | Number       | Amount | Capital      | Loss            | Deficit       | Equity       
|                                  |              |        |              |                 |               |              
|Balance - January 31, 2008        | 32,719,445   | $ 328  | $ 13,105,085 | $
    (798,469) | $(8,840,239)  | $3,466,705   
|Common stock issued               | 566,550      | 6      | 145,974      | -               | -             | 145,980      
|Stock-based compensation          | -            | -      | 701,417      | -               | -             | 701,417      
|Warrants issued                   | -            | -      | 258,679      | -               | -             | 258,679      
|Modification of warrants          | -            | -      | 160,700      | -               | -             | 160,700      
|Modification of stock
    options | -            | -      | 143,732      | -               | -             | 143,732      
|Conversion of debentures          | 850,000      | 8      | 849,992      | -               | -             | 850,000      
|Net loss                          | -            | -      | -            | -               | (4,552,174)   | (4,552,174)  
|Balance - July 31, 2008           | 34,135,995   | $ 342  | $ 15,365,579 | $ (798,469)     | $(13,392,413) | $1,175,039   

See accompanying notes

- 3 -

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ICP Solar Technologies Inc.

Consolidated Statement of Operations and Comprehensive Loss
(Unaudited) 
(Expressed in U.S. Funds)

|                                                         | For the Three-Month Period | For the Six-Month Period
|-------------------------------------------------------- | -------------------------- | ------------------------
|                                                         | Ended July 31,             | Ended July 31,          
|                                                         | 2008                       | 2007                    
|                                                         |                            |                         
|Net Sales                                                | $ 1,946,943                | $ 1,690,536             
|Cost of Sales                                            | 1,469,462                  | 844,902                 
|Gross Profit                                             | 477,481                    | 845,634                 
|                                                         |                            |                         
|Expenses                                                 |                            |                         
|                                                         |                            |                         
|Selling, general and administrative                      | 1,772,783                  | 1,918,998               
|Depreciation                                             | 6,946                      | 10,669                  
|Research and development                                 | 117,025                    | 10                      
|Foreign exchange loss (gain)                             | 7,759                      | 75,216                  
|                                                         | 1,904,513                  | 2,004,893               
|                                                         |                            |                         
|Operating Loss                                           | (1,427,032)                | (1,159,259)             
|                                                         |                            |                         
|Interest expense                                         | (64,308)                   | (142,146)               
|Interest income                                          | 851                        | 5,827                   
|Forgiveness of loan receivable                           | -                          | -                       
|Write-down of loan
    receivable                        | -                          | -                       
|Accretion of discount on convertible notes               | (137,573)                  | (16,319)                
|Discount on loan
    receivable                          | -                          | (618,658)               
|Discount on convertible debentures                       | (246,914)                  | -                       
|Interest expense on
    put warrants                     | (560,667)                  | -                       
|Financing costs                                          | (382,761)                  | -                       
|Accretion of discount
    on loan receivable             | 26,367                     | 89,840                  
|Gain on disposition of subsidiary                        | 9                          | 2,818,207               
|                                                         |                            |                         
|Net Earnings (Loss)
    Before Income Taxes              | (2,792,028)                | 977,492                 
|Deferred income taxes                                    | 850,000                    | -                       
|Net Earnings (Loss)                                      | (3,642,028)                | 977,492                 
|Other Comprehensive Income (Loss)                        |                            |                         
|Foreign currency translation
    adjustment              | -                          | 12,093                  
|Comprehensive Income (Loss)                              | $ (3,642,028)              | $ 989,585               
|Basic Weighted Average Number of
    Shares Outstanding  | 33,724,100                 | 20,000,000              
|Basic and Diluted Earnings (Loss)
    Per Share(note 14) | (0.11)                     | 0.03                    

See accompanying notes

- 4 -

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ICP Solar Technologies Inc.

Consolidated Statement of Cash Flows 
(Unaudited) 
(Expressed in U.S. Funds)

|                                                          | For the Three-Month Period | For the Six-Month Period
|--------------------------------------------------------- | -------------------------- | ------------------------
|                                                          | Ended July 31,             | Ended July 31,          
|                                                          | 2008                       | 2007                    
|                                                          |                            |                         
|Funds Provided (Used)                                     |                            |                         
|                                                          |                            |                         
|Operating Activities                                      |                            |                         
|                                                          |                            |                         
|Net earnings (loss)                                       | $ (3,642,028)              | $ 977,492               
|Deferred income taxes                                     | 850,000                    | -                       
|Depreciation                                              | 6,946                      | 10,669                  
|Write-down of property and equipment                      | -                          | -                       
|Foreign exchange (gain) loss                              | 7,759                      | 75,216                  
|Gain on disposal of subsidiary                            | (9)                        | (2,818,207)             
|Forgiveness of loan receivable                            | -                          | -                       
|Write-down of loan receivable                             | -                          | -                       
|Stock-based compensation                                  | 316,628                    | 153,701                 
|Warrants issued                                           | 177,241                    | 499,201                 
|Modification of warrants                                  | -                          | -                       
|Modification of stock options                             | 24,676                     | -                       
|Discount on loan receivable                               | -                          | 618,658                 
|Interest expense on put warrants                          | 560,667                    | -                       
|Accretion of discount on loan receivable                  | (26,367)                   | 16,319                  
|Accretion of discount on convertible debenture            | 246,914                    | -                       
|Accretion of discount on convertible notes                | 137,573                    | (89,840)                
|                                                          | (1,340,000)                | (556,791)               
|Changes in non-cash operating elements of working capital | (71,524)                   | 271,611                 
|                                                          | (1,411,524)                | (285,180)               
|                                                          |                            |                         
|Financing Activities                                      |                            |                         
|                                                          |                            |                         
|Bank indebtedness                                         | (1,057,904)                | (413,229)               
|Issuance of convertible debentures                        | 3,333,334                  | -                       
|Discount of convertible debentures                        | (333,334)                  | -                       
|Long-term debt                                            | -                          | (160,987)               
|Loan payable, director                                    | -                          | (270,399)               
|Obligation under capital lease                            | -                          | (36,228)                
|Government grants payable                                 | (32,255)                   | (6,209)                 
|Common shares issued                                      | -                          | -                       
|Warrants exercised, shares not issued                     | -                          | 550,000                 
|                                                          | 1,909,841                  | (337,052)               

See accompanying notes

- 5 -

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ICP Solar Technologies Inc.

Consolidated Statement of Cash Flows 
(Unaudited) 
(Expressed in U.S. Funds)

|                                                | For the Three-Month Period | For the Six-Month Period
|----------------------------------------------- | -------------------------- | ------------------------
|                                                | Ended July 31,             | Ended July 31,          
|                                                | 2008                       | 2007                    
|                                                |                            |                         
|Investing Activities                            |                            |                         
|                                                |                            |                         
|Restricted cash                                 |                            |                         
|                                                | $ (1,145,849)              | $ -                     
|Additions to property and equipment             | (11,541)                   | (668)                   
|Loan receivable                                 | 248,007                    | 150,000                 
|Proceeds from disposition of subsidiary         | 10                         | 1                       
|Loan receivable employees                       | (11,367)                   | -                       
|Acquisition of WES Power Technology Inc.        | -                          | -                       
|Term deposit                                    | 509,925                    | 5,547                   
|                                                | $ (410,815)                | $ 154,880               
|                                                |                            |                         
|Effect of Foreign Exchange on Cash
    Balances | -                          | 339,381                 
|Increase (Decrease) in
    Cash                 | 87,502                     | (127,971)               
|Cash, Beginning of Period                       | 20,925                     | 136,274                 
|Cash, End of Period                             | $ 108,427                  | $ 8,303                 

See accompanying notes

- 6 -

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ICP Solar Technologies Inc. 
Notes to Consolidated Interim
Financial Statements 
July 31,2008 
(Unaudited) 
(Expressed in U.S. Funds)

1.

The accompanying unaudited financial statements have been
prepared in accordance with U.S. generally accepted accounting principles for
interim financial information and Article 10 of Regulation S-X and are prepared
using the same accounting policies as outlined in note 3 of ICP Solar
Technologies Inc. ("ICP Solar") financial statements for the years ended January
31, 2008 and 2007. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six months ended July 31,
2008 are not necessarily indicative of the results that may be expected for the
year ended January 31, 2009. The unaudited financial statements should be read
in conjunction with the financial statements and notes thereto included in the
ICP Solar audited financial statements for the years ended January 31, 2008 and
2007.

2. Going Concern

The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As at July 31, 2008, the
Company has reported an accumulated deficit of $13,392,413 ($8,840,239 as at
January 31, 2008) and a net loss of $4,552,174 ($4,222,738 as at January 31,
2008). To date, these losses have been financed principally through capital
stock, long-term debt and debt from related parties. Additional capital and/or
borrowings will be necessary in order for the Company to continue in existence
until attaining and sustaining profitable operations.

Management has continued to develop a strategic plan to
develop a management team, maintain reporting compliance and establish contracts
with clients. Management anticipates generating revenue through manufacturing
and commercializing its products during the next year. The Company has commenced
the process of raising additional capital. Should the Company be unable to
continue as a going concern, it may be unable to realize the carrying value of
its assets and to meet its liabilities as they become due.

3.

Recently Issued Accounting Pronouncements

In March 2008, the Financial Accounting Standards Board
issued SFAS Statement No. 161, "Disclosures about Derivative Instruments and
Hedging Activities" ("SFAS 161"). This standard is intended to improve financial
reporting about derivative instruments and hedging activities by requiring
enhanced disclosures to enable investors to better understand their effects on
an entity's financial position, financial performance, and cash flows. It is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early application encouraged. The
Company is currently evaluating the impact, if any, that this statement will
have on its disclosures related to derivative instruments and hedging
activities.

- 7 -

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ICP Solar Technologies Inc. 
Notes to Consolidated Interim
Financial Statements 
July 31,2008 
(Unaudited) 
(Expressed in U.S. Funds)

3.

The FASB issued SFAS 162, "The Hierarchy of Generally
Accepted Accounting Principles". The new standard is intended to improve
financial reporting by identifying a consistent framework, or hierarchy, for
selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles (GAAP) for nongovernmental entities. Statement 162 is effective 60
days following the Securities and Exchanges Commission's approval of the Public
Company Accounting Oversight Board Auditing amendments to AU Section 411, The
Meaning of Present Fairly in Conformity with Generally Accepted Accounting
Principles. The Company is currently evaluating the impact of this Statement on
its consolidated financial statements.

The FASB issued FSP APB-14-1, Accounting for Convertible
Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial
Cash Settlement). FSP APB 14-1 clarifies that convertible debt instruments
that may be settled in cash upon conversion (including partial cash settlement)
are not addressed by paragraph 12 of APB Opinion No. 14, Accounting for
Convertible Debt and Debt Issued with Stock Purchase Warrants. Additionally,
this FSP specifies that issuers of such instruments should separately account
for the liability and equity components in a manner that will reflect the
entity's nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. This FSP is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within those
fiscal years. Early adoption is not permitted. The Company is currently
evaluating the impact of this Statement on its consolidated financial
statements.

The FASB issued SFAS 163, Accounting for Financial Guarantee
Insurance Contracts. Statement 163 clarifies how FASB Statement No. 60,
Accounting and Reporting by Insurance Enterprises, applies to financial
guarantee insurance contracts issued by insurance enterprises, including the
recognition and measurement of premium revenue and claim liabilities. It also
requires expanded disclosures about financial guarantee insurance contracts.
Statement 163 is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and all interim periods within those fiscal
years, except for disclosures about the insurance enterprise's risk-management
activities, which are effective the first period beginning after May 23, 2008.
The Company is currently evaluating the impact of this Statement on its
consolidated financial statements.

The FASB issued FSP FAS 142-3, Determination of the Useful
Life of Intangible Assets. This FSP amends the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under FASB Statement No. 142, Goodwill and
Other Intangible Assets. This FSP is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. The Company is currently evaluating the impact of this
Statement on its consolidated financial statements.

The FASB issued FSP SOP 90-7-a, An Amendment of AICPA
Statement of Position 90-7 Financial Reporting by Entities in Reorganization
under the Bankruptcy Code. This FSP states that an entity emerging from
bankruptcy that uses fresh-start reporting would only follow the accounting
standards in effect at the date of emergence as opposed to within the 12 months
following the adoption of fresh-start reporting. This FSP is effective for
financial statements issued subsequent to April 24, 2008. The adoption of SOP
90-7-a is expected to have the following impact on the consolidated financial
statements

- 8 -

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ICP Solar Technologies Inc. 
Notes to Consolidated Interim
Financial Statements 
July 31,2008 
(Unaudited) 
(Expressed in U.S. Funds)

3. Summary of Significant Accounting Policies (Contd)

The FASB issued FSP EITF 03-6-1, Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating
Securities. This FSP states that unvested share-based payment awards that
contain nonforfeitable rights to dividends or dividend equivalents (whether paid
or unpaid) are participating securities and shall be included in the computation
of earnings per share pursuant to the two-class method. The FSP is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those years. The Company is currently evaluating the
impact of this Statement on its consolidated financial statements.

EITF 07-5, Determining Whether an Instrument (or Embedded
Feature) Is Indexed to an Entity's Own Stock was ratified by the FASB. This EITF
addresses the determination of whether an instrument (or an embedded feature) is
indexed to an entity's own stock. This EITF is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years. The Company is currently evaluating
the impact of this Statement on its consolidated financial statements.

EITF 08-3, Accounting by Lessees for Nonrefundable
Maintenance Deposits was ratified by the FASB. This EITF prescribes the
accounting for all nonrefundable maintenance deposits. This EITF is effective
for financial statements issued for fiscal years beginning after December 15,
2008, and interim periods within those fiscal years. The Company is currently
evaluating the impact of this Statement on its consolidated financial
statements.

EIT 08-4, Transition Guidance for Conforming Changes to Issue
No. 98-5, 'Accounting for Convertible Securities with Beneficial Conversion
Features or Contingently Adjustable Conversion Ratios was ratified by the FASB.
This EITF Integrates the requirements of EITF 00-21 into EITF 98-5. This EITF is
effective for financial statements issued for fiscal years ending after December
15, 2008. The Company is currently evaluating the impact of this Statement on
its consolidated financial statements.

Valuation of Put Warrant

The valuation of the put warrant liability is determined by
the Black-Scholes option pricing model. A warrant liability is determined in
accordance with FAS 150, "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity" ("FAS 150"). Based on FAS 150,
warrants which are determined to be classified as liabilities are
marked-to-market each reporting period, with a corresponding non-cash gain or
loss charged to the current period.

4.

Fair Value Measurements

SFAS 157 is effective for financial assets and liabilities in
fiscal years beginning after November 15, 2007, and for non-financial assets and
liabilities in fiscal years beginning after November 15, 2008. The Company
adopted SFAS 157 for financial assets and liabilities in the first quarter of
fiscal 2009 with no material impact to the consolidated financial statements.
The Company is currently evaluating the potential impact of the application of
SFAS 157 on the non-financial assets and liabilities found on its consolidated
financial statements.

- 9 -

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ICP Solar Technologies Inc. 
Notes to Consolidated Interim
Financial Statements 
July 31,2008 
(Unaudited) 
(Expressed in U.S. Funds)

4. Adoption of New Accounting Standards (Contd)

SFAS No. 157 applies to all assets and liabilities that are
being measured and reported on a fair value basis. SFAS No. 157 requires new
disclosure that establishes a framework for measuring fair value in GAAP, and
expands disclosure about fair value measurements. This statement enables the
reader of the financial statements to assess the inputs used to develop those
measurements by establishing a hierarchy for ranking the quality and reliability
of the information used to determine fair values. The statement requires that
assets and liabilities carried at fair value be classified and disclosed in one
of the following three categories:

Level 1:     Quoted market prices in
active markets for identical assets or liabilities.

Level 2:     Observable market based
inputs or unobservable inputs that are corroborated by market data.

Level 3:     Unobservable inputs that are
not corroborated by market data.

In determining the appropriate levels, the Company performs a
detailed analysis of the assets and liabilities that are subject to SFAS No.
157. At each reporting period, all assets and liabilities for which the fair
value measurement is based on significant unobservable inputs are classified as
Level 3.

Fair Value of Financial Instruments

The table below presents the carrying value and fair value of
Companys financial instruments. The disclosure excludes leases.

The fair value represents managements best estimates based
on a range of methodologies and assumptions. The carrying value of receivables
and payables arising in the ordinary course of business, the term deposit and
the government grants payables approximate fair value because of the relatively
short period of time between their origination and expected realization.

-10-

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ICP Solar Technologies Inc.

4. Adoption of New Accounting Standards (Contd)

|                               |   | July 31, 2008 |  | January 31, 2008
|------------------------------ | - | ------------- |  | ----------------
|                               |   | Carrying      |  | Estimated       
|                               |   | Value         |  | Fair Value      
|                               |   |               |  |                 
|Financial assets               |   |               |  |                 
|Cash                           | $ | 108,427       |  | $ 108,427       
|Restricted cash                |   | 1,145,849     |  | 1,145,849       
|Term deposit                   |   | -             |  | -               
|Loan receivable                |   | 802,801       |  | 802,801         
|Investment in convertible debt |   | 1,156,400     |  | 1,156,400       
|Financial liabilities          |   |               |  |                 
|Bank indebtedness              |   | -             |  | -               
|Government grants payable      |   | 39,499        |  | 39,499          
|Convertible notes              |   | -             |  | -               
|Convertible debentures         |   | 246,914       |  | 2,408,044       
|Put warrants                   |   | 3,560,667     |  | 3,560,667       



|                                        | Fair Value Measurement at July 31, 2008 Using
|--------------------------------------- | ---------------------------------------------
|                                        | Quoted Prices in                             
|                                        | Active Markets                               
|                                        | For
    Identical                            
|                                        |                                              
|Description                             |                                              
|                                        |                                              
|Investment in
    convertible debenture | $                                            
|Convertible notes                       |                                              
|Put warrants                            |                                              

The convertible notes use significant unobservable inputs and
thus are shown as Level 3 hierarchy items. The fair value of the convertible
notes is calculated by discounting the stream of future payments of interest and
principal at the prevailing market rate for a similar liability that does not
have an associated equity component. Results of discounted cash flow
calculations may be adjusted, as appropriate, to reflect other market conditions
or the perceived changes in credit risk of the borrower.

-11-

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ICP Solar Technologies Inc.

4. Adoption of New Accounting Standards (Contd)

The following summarizes the changes in the fair value of the convertible
notes for the six month period ending July 31, 2008:

|Opening Balance - January 31, 2008                           | $ | 682,508  
|------------------------------------------------------------ | - | ---------
|Interest accretion                                           |   | 167,492  
|Conversion of notes to 850,000 common shares on May 22, 2008 |   | (850,000)
|Ending Balance  July 31, 2008                               | $ | Nil      

The loan receivable uses significant unobservable inputs and
thus are shown as Level 3 hierarchy items. The fair value of the loan receivable
is calculated by discounting the stream of future receipts of interest and
principal at the prevailing market rate for a similar receivable. Results of
discounted cash flow calculations may be adjusted, as appropriate, to reflect
other market conditions or the perceived changes in the credit risk of the
lender.

The following summarizes the changes in the fair value of the
loan receivable for the six month period ending July 31, 2008:

|Opening Balance - January 31, 2008                  | $ | 2,200,158  
|--------------------------------------------------- | - | -----------
|Modification of balance due to Second
    Amendment |   | (1,299,557)
|Discount net of interest accretion                  |   | (97,800)   
|Ending Balance  July 31, 2008                      | $ | 802,801    

-12-

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ICP Solar Technologies Inc.

5. Restricted Cash

The Company as proceeds of its issuance of Senior Secured
Convertible Debentures (note 10) has received a portion of the proceeds to be
held in Escrow of $1,348,058. The amounts to be disbursed pursuant to the Escrow
Agreement dated June 13, 2008 are as follows:

|Date of Disbursement | % of Net Amount to be disbursed | Amount to be disbursed
|-------------------- | ------------------------------- | ----------------------
|June 19, 2008        | 15                              | $                     
|August 1, 2008       | 23                              |                       
|November 1, 2008     | 23                              |                       
|February 1, 2009     | 15                              |                       
|May 1, 2009          | 3                               |                       
|August 1, 2009       | 9                               |                       
|November 1, 2009     | 6                               |                       
|February 1, 2010     | 6                               |                       
|                     |                                 | $                     

The amount of cash held in Escrow as at July 31, 2008 is $1,145,849. The cash
held in Escrow bears interest at 1.5% per annum.

6. Property and Equipment

|                        |   |         |              |              | July 31, 2008 | January 31, 2008
|----------------------- | - | ------- | ------------ | ------------ | ------------- | ----------------
|                        |   |         | Accumulated  | Net Carrying | Net Carrying 
|                        |   | Cost    | Amortization | Amount       | Amount       
|Machinery and equipment | $ | 579,383 | $            | 534,769      | $             | 44,614          
|Furniture and fixtures  |   | 142,173 |              | 118,406      |               | 23,767          
|Computer equipment      |   | 188,795 |              | 163,608      |               | 25,187          
|                        | $ | 910,351 | $            | 816,783      | $             | 93,568          

On May 9, 2007, property and equipment with a net book value of $399,081 was
disposed of as part of the disposition of net assets of U.K. factory as
disclosed in note 8.

- 13 -

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ICP Solar Technologies Inc.

7. Acquisition of WES Power Technology Inc. ("WES")

On March 5, 2008, the Company executed a Share Purchase
Agreement ("Agreement") with the majority shareholders of WES Power Technology
Inc. ("WES Majority Shareholders"), pursuant to which the Company purchased from
the WES Majority Shareholders all of the issued and outstanding shares of WES.
This Agreement supersedes and annuls the share purchase agreement signed between
the parties on August 27, 2007.

Under the terms of the Agreement, the Company acquired 100%
of all of the shares of WES for the following consideration:

(a) A cash consideration of $1;

(b) Issuance by the Company of
104,050 shares of its common shares;

(c) Issuance by the Company of
250,000 warrants to purchase common shares of the Company. The warrants will
expire on March 5, 2013 and have an exercise price of $0.50;

(d) Execution of employment
agreements by the Company with each of the WES Majority Shareholders.

The total consideration to acquire the net assets of WES,
with a book value of $34,286, was for a total of $134,831 including transaction
costs. The excess consideration paid over the purchase price of $100,545 is
accounted for as an unallocated purchase price difference. Total transactions
costs of $25,000 have been included as part of the cost of acquisition.

The assigned values of the assets and liabilities purchased
based on our preliminary allocation are as follows:

|Assets Acquired:                      |   |        
|------------------------------------- | - | -------
|                                      |   |        
|Other current assets                  | $ | 29,658 
|Property and equipment                |   | 9,891  
|Unallocated purchase price difference |   | 229,678
|Total Assets                          | $ | 269,227
|                                      |   |        
|Liabilities Assumed:                  |   |        
|Current liabilities                   | $ | 77,551 
|Long-term debt                        |   | 56,845 
|Total Liabilities                     |   | 134,396
|Net Assets Value                      | $ | 134,831

-14-

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ICP Solar Technologies Inc.

7.

|Consideration:                    |   |        
|--------------------------------- | - | -------
|                                  |   |        
|                                  |   |        
|Cash                              | $ | 1      
|Issuance of 104,050 common shares |   | 45,980 
|Issuance of 250,000
    warrants  |   | 63,850 
|Transaction costs                 |   | 25,000 
|Total Consideration               | $ | 134,831

The common shares were attributed a fair value of $0.44 per
share which represents the average of the closing price two days before and two
days after the date of acquisition.

The warrants were accounted for at their fair value as
determined by the Black-Scholes-Merton valuation model, using the following
assumptions:

|Expected volatility                                       | 75%     
|--------------------------------------------------------- | --------
|Expected life                                             | 5 years 
|Risk-free interest rate                                   | 2.59%   
|Dividend yield                                            | Nil     
|Weighted average fair value
    of warrants at grant date | $ 0.2554

8. Sale of 100% of Shares of ICP UK

On May 9, 2007, the Company signed a Share Purchase Agreement
(the "Agreement") with ISE LLC ("ISE"). Under the terms of the Agreement, the
Company sold 85% of the shares of ICP UK (name changed to Epod Solar (Wales)
Ltd. ("EPOD") on June 26, 2007) for an aggregate amount of $3,000,000. On May
10, 2007, the Company and ISE signed an Amendment to the Agreement, revising the
modalities of payment. These modalities were subsequently changed on April 18,
2008, when the Company and ISE signed a second Amendment to the Agreement
("Second Amendment"), and the remaining 15% interest of the Company in EPOD was
transferred to ISE for $10 on July 30, 2008. Based on the Second Amendment, ISE
is to pay the Company an amount equivalent to $3,000,000 as follows:

a) $150,000 paid upon
signing of the original Agreement and $350,000 in kind in the form of solar
panels (amounts both paid as at April 30, 2008);

b) An additional
$150,000 upon signing the Second Amendment and $19,827 in kind in the form of
solar panels;

c) The outstanding
balance of the loan is forgiven by $88,973;

- 15 -

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ICP Solar Technologies Inc.

8. Sale of 100% of Shares of ICP UK (Contd)

The remaining amount due to ICP Solar Technologies Inc. of
$2,241,200 has the following terms:

i)

$1,060,600 shall
be paid in cash on a monthly basis of $40,000 per month commencing on the Second
Amendment date until the balance is fully paid.

The non-interest bearing portion of
the loan receivable ($1,060,600) has been discounted to a fair value of $927,162
based on an effective interest rate of 12% (see note 8). As at April 30, 2008,
$9,272 of the discount has been amortized.

ii)

ICP shall
participate in EPOD's convertible debenture financing round and receive 1,180
units in lieu of the remaining $1,180,000 CDN owing. Each unit consists of a
$1,000 face value 12% convertible debenture and 667 warrants.

The 667 warrants are convertible into 667 common shares of
EPOD at an exercise price of $3 per share. The warrants expire in one year after
EPOD files for an initial public offering on the TSX or TSX Venture Exchange
("IPO").

The convertible debenture will automatically convert into
common shares of EPOD at a rate of $1.50 per share, one year after EPOD files an
IPO. The Company has the option to convert after EPOD files its IPO but prior to
the one year automatic conversion date at a conversion price of the lesser of
$1.20 per share and an amount calculated based on a formula. The convertible
debenture matures on February 12, 2011.

The investment in the convertible debenture ($1,180,600) has
been classified as available for sale and is recorded at its fair value. A fair
value has not been allocated to the warrants as it has been determine that their
value is nominal. The determination of the fair value of the warrants used
insignificant unobservable inputs and therefore would be categorized as a level
2 hierarchy item in note 4.

9. Bank Indebtedness

The Company paid off its bank indebtedness on June 19, 2008.
At that time all security held by the bank was released.

10. Senior Secured Convertible Debentures

On June 13, 2008 the Company entered into convertible
debenture agreements with investors for amounts totalling $3,333,333. The
debentures were issued with a 10% discount. The terms of the debenture require
capital repayments to commence November 1, 2008 and will be repaid in 18 equal
monthly instalments. The convertible debentures bear interest at the rate of 11%
per annum and are repayable on June 13, 2010. Interest is payable monthly. The
Company may, at its option, elect to pay the interest by the issuance of shares
of common stock. The number of shares is to be determined by dividing the amount
of the interest payment by $0.50. The full face value of the debentures is
convertible into common stock of the Company, at the option of the holders, at a
rate of $0.50 per share.

- 16 -

---

ICP Solar Technologies Inc.

10. Senior Secured Convertible Debentures (Contd)

The Company also issued to the holders:

- 

The Series A and B warrants are exercisable immediately;
however, the Series C warrants are only exercisable once the Series A and B
warrants have been fully exercised.

The Company paid approximately $383,000 in cash consideration
for transaction costs. In addition, transaction costs were incurred through the
issuance of warrants (note 13). These transaction costs were expensed.

The warrants contain a put feature which enables the holder
to require the Company to redeem the warrants for cash. The Company accounted
for the warrants issued to the investors as a liability under the provisions of
FAS 150, "Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity" ("FAS 150"). The fair value of the warrants,
$3,560,667 exceeded the notional amount of the convertible debentures net of the
10% discount, as such the excess amount of, approximately $560,667 was expensed
as interest.

The Black-Scholes Model was used to calculate the fair value
of the warrants. The underlying assumptions included in the Black-Scholes Model
were as follows:

|Expected volatility     | 82.86% 
|----------------------- | -------
|Contractual life        | 6 years
|Risk-free interest rate | 3.73 % 
|Dividend yield          | Nil    
|Fair value of warants   | $ 0.469

Substantially all of the assets of the Company have been
pledged as security of the convertible notes. As at July 31, 2008, approximately
$49,000 of interest has been paid, and $247,000 of the discount on the debt has
been accreted.

- 17 -

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ICP Solar Technologies Inc.

10. Senior Secured Convertible Debentures (Contd)

Registration Rights

In connection with the issuance of the Convertible Debentures, the Company is
required to file a Registration Statement to register the shares of common stock
issuable upon the conversion of the Debentures and the exercise of the Debenture
Warrants. The Company will be obligated to pay the holders of the Debentures
certain liquidation damages in the event the shares are not registered within
ninety days of the date of issuance. Liquidation damages would amount to 2% of
the aggregate purchase price paid by the debenture holders. The Company has
filed the Registration Statement and therefore Is not required to pay the
holders of the Debentures liquidation damages.

11. Contingencies

Litigation

The Company is a defendant in a claim instituted by a former officer for a
severance payment of approximately $150,000. Management believes the claim is
without merit and no provision for the claim has been made in the accounts.

The Company has been issued a claim by a former customer for returned
merchandise totaling approximately $14,000. No provision for the claim has been
made in the accounts.

The Company has been issued a claim for approximately $28,000 for product
liability which will be covered through the Companys product liability
insurance. Accordingly no provision for the claim has been made in the accounts.

12. Capital Stock

|                                                                | July 31, | January 31,
|--------------------------------------------------------------- | -------- | -----------
|                                                                |          | 2008       
|Authorized without limit as to number -                         |          |            
|100,000,000 common shares authorized,
    $0.00001 par value    |          |            
|100,000,000 preferred
    shares authorized, $0.00001 par value |          |            
|Issued -                                                        |          |            
|34,135,995 (2008  32,719,445) common shares                    | $        | 342        

- 18 -

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ICP Solar Technologies Inc.

12

On March 5, 2008, the Company issued 104,050 common shares as
part of the consideration to acquire all of the issued and outstanding shares of
WES Power Technology Inc. (note 7).

On April 15, 2008, the Company issued 200,000 common shares
from treasury as a result of the exercise of 200,000 warrants on April 15, 2008
for cash consideration of $100,000.

On April 15, 2008, the Company issued 262,500 common shares
from treasury as a result of the cashless exercise of 525,000 warrants with an
exercise price of $0.50 and a fair value of $1.00. These warrants were initially
granted and the resulting expense was recognized as consulting fees to a
Director and former CFO of the Company on May 18, 2007.

On May 22, 2008 850,000 common shares were issued on
conversion of $850,000 of convertible notes.

13. Share-Based Arrangements

Stock Options

During the second quarter of 2009, the Company recognized
$289,195 in stock-based compensation for stock options granted in 2008 (2008 -
$Nil). As at July 31, 2008, the Company has $868,238 (2008 - $Nil) of
unrecognized stock-based compensation on these options.

a) Modification of Exercise Price

On February 14, 2008, the Board of Directors of the Company,
authorized the modification of the exercise price of the options issued and
outstanding pursuant to the Companys 2006 Stock Incentive Plan from $2.25 -
$2.35 to $0.50. This modification of the options to purchase common stock of the
Company was applied to a total of 1,415,000 options issued to employees and
Directors between May 18, 2007 and February 13, 2008.

This modification will be accounted for by recording, over
the vesting period, the difference between the fair value immediately prior to
the modification and the fair value determined at the date of modification. As a
result of this modification, the Company recorded an incremental compensation
expense of $24,676 in the quarter ending July 31, 2008 and $74,099 will be
expensed over the remaining vesting period. The fair value was determined by the
Black-Scholes-Merton valuation model using the following weighted average
assumptions:

|Expected volatility                                         | 76%       
|----------------------------------------------------------- | ----------
|Expected life                                               | 5.38 years
|Risk-free interest rate                                     | 2.71 %    
|Dividend yield                                              | Nil       
|Weighted average fair value of options at modification date | $ 0.30    

- 19 -

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ICP Solar Technologies Inc.

13. Share-Based Arrangements (Contd)

b) Grant

On February 14, 2008, the Company issued a total of 45,000
stock purchase options to current employees and 190,000 options to current
Directors, vesting over a two year period, 25% every six months and vesting on
August 14, 2008 respectively. These options have an exercise price of $0.50, and
expire on February 14, 2018 with the exception of 100,000 options which expire
on August 14, 2018. As a result of the grant, the Company recorded a
compensation expense of $24,616 in the quarter ending July 31, 2008, and $12,424
will be expensed over the remaining vesting period.

The options were accounted for at their fair value as
determined by the Black-Scholes-Merton valuation model, using the following
weighted average assumptions:

|Expected volatility                                  | 76%       
|---------------------------------------------------- | ----------
|Expected life                                        | 5.65 years
|Risk-free interest rate                              | 2.81%     
|Dividend yield                                       | Nil       
|Weighted average fair value of options at grant date | $ 0.306   

On May 6, 2008, the Company issued a total of 75,000 stock
purchase options to the CFO, vesting over a two year period, 25% every six
months. The options have an exercise price of $0.50 and expire on May 6, 2013.
The Company will recognize the expense of $22,542 over the vesting period.

The options were accounted for at their fair value as
determined by the Black-Scholes-Merton valuation model, using the following
assumptions:

|Expected volatility                                  | 76%       
|---------------------------------------------------- | ----------
|Expected life                                        | 3.25 years
|Risk-free interest rate                              | 4.58%     
|Dividend yield                                       | Nil       
|Weighted average fair value of options at grant date | $ 0.376   

- 20 -

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ICP Solar Technologies Inc.

13. Share-Based
Arrangements (Contd)

The following summarizes the Plan position for the quarter:

|                                 |           | Weighted |                        
|-------------------------------- | --------- | -------- | -----------------------
|                                 |           | Average  |                        
|                                 |           | Exercise | Weighted Average       
|                                 | Options   | Price    | Maturity Period (Years)
|Balance - April 30, 2008         | 1,650,000 | $0.50    | 9.11                   
|Forfeitures                      | (125,000) | $0.50    | 10.00                  
|Granted                          | 75,000    | $0.50    | 5.00                   
|Balance - July 31, 2008          | 1,600,000 | $0.50    | 8.84                   
|Options that can be exercised at |           |          |                        
|July 31, 2008                    | 607,500   | $0.50    | 9.04                   

Warrants

a) Modifications of Exercise Price

On February 14, 2008, the Board of Directors of the Company,
authorized the modification of the exercise price from $2.25 to $0.50 of the
common stock purchase warrants issued on May 18, 2007, as consulting fees, to a
member of the immediate family of the President and CEO of the Company (100,000
warrants) and to a Director and former CFO of the Company (525,000 warrants).

This modification will be accounted for by recording the
difference between the fair value immediately prior to the modification and the
fair value determined at the date of modification. As a result of this
modification, the Company recorded an incremental compensation expense of
$110,000 in the quarter ending April 30, 2008 as determined by the Black-Scholes-Merton
valuation model using the following assumptions:

|Expected volatility                                          | 76%       
|------------------------------------------------------------ | ----------
|Expected life                                                | 2.63 years
|Risk-free interest rate                                      | 2.01 %    
|Dividend yield                                               | Nil       
|Weighted average fair value of warrants at modification date | $ 0.2161  

On March 25, 2008, the Board of Directors of the Company,
authorized the modification of the exercise price from $1.00 to $0.50 of the
remaining 3,000,000 common share purchase warrants issued in 2006.

- 21 -

---

ICP Solar Technologies Inc.

13. Share-Based Arrangements (Contd)

This modification will be accounted for by recording the
difference between the fair value immediately prior to the modification and the
fair value determined at the date of modification. As a result of this
modification, the Company recorded an incremental compensation expense of
$50,700 in the quarter ending April 30, 2008 as determined by the Black-Scholes-Merton
valuation model using the following assumptions:

|Expected volatility                                          | 104%    
|------------------------------------------------------------ | --------
|Expected life                                                | 4 months
|Risk-free interest rate                                      | 1.24 %  
|Dividend yield                                               | Nil     
|Weighted average fair value of warrants at modification date | $ 0.0196

b) Grant

On February 27, 2008, the Company granted as consulting fees
a total of 335,000 common share purchase warrants at $0.50 per share, vesting
over a four year period, 20% annually and 20% vesting immediately. The warrants
expire on February 27, 2013. As a result of the grant of warrants, the Company
recorded a consulting fee expense of $3,769 in the quarter ended July 31, 2008,
and $54,019 will be expensed over the remaining vesting period.

The warrants accounted for at their fair value as determined
by the Black-Scholes-Merton valuation model, using the following assumptions:

|Expected volatility                  | 75%      
|------------------------------------ | ---------
|Expected life                        | 3.6 years
|Risk-free interest rate              | 2.25 %   
|Dividend yield                       | Nil      
|Fair value of warrants at grant date | $ 0.225  

On April 15, 2008, the Company received $100,000 for the
exercise of 200,000 warrants granted on July 11, 2006. These shares were issued
from treasury on April 15, 2008.

On April 15, 2008, the Company received $Nil for the exercise
of 525,000 warrants granted on May 18, 2007. These shares were subsequently
issued on May 8, 2008 (note 10). An amount of $3 was credited to capital stock
from additional paid-in capital.

On June 20, 2008, the Company granted as fees in the
placement of the Senior Secured Convertible Debentures, 240,000 common share
purchase warrants to Joel Cohen a director of the Company, and 240,000 common
share purchase warrants to Bennu Capital both at $0.50 per share, vesting
immediately. The warrants expire on June 20, 2010. As a result of the grant of
warrants, the Company recorded a consulting fee expense of $173,472 in the
quarter ended July 31, 2008.

- 22 -

---

ICP Solar Technologies Inc.

13. Share-Based Arrangements (Contd)

The warrants accounted for at their fair value as determined by the Black-Scholes-Merton
valuation model, using the following assumptions:

|Expected volatility                  | 99.5%    
|------------------------------------ | ---------
|Expected life                        | 2.0 years
|Risk-free interest rate              | 2.88 %   
|Dividend yield                       | Nil      
|Fair value of warrants at grant date | $ 0.0225 

A summary of the activity in the Company's warrants during the period is
presented below:

|                                    | Weighted      
|----------------------------------- | --------------
|                                    | Average       
|                                    | Exercise Price
|Outstanding, as at January 31, 2008 | 3,935,000     
|Transactions during the period:     |               
|Issued                              | 20,479,998    
|Exercised                           | -             
|Expired                             | (2,800,000)   
|                                    |               
|Outstanding, as at July 31, 2008    | 21,614,998    

- 23 -

---

ICP Solar Technologies Inc.

13. Share-Based Arrangements (Contd)

The following table provides additional information with respect to
outstanding warrants at July 31, 2008:

|                        |               |            | Weighted      
|----------------------- | ------------- | ---------- | --------------
|                        |               | Number of  | Average       
|Grant Date              | Expiry Date   | Warrants   | Exercise Price
|May 18, 2007            | May 2012      | 100,000    | $ 0.50        
|August 21, 2007         | August 2009   | 250,000    | 1.80          
|October 25, 2007        | October 2009  | 200,000    | 1.00          
|February 27, 2008       | February 2013 | 335,000    | 0.50          
|March 5, 2008           | March 2013    | 250,000    | 0.50          
|June 13, 2008           | June 2014     | 19,999,998 | 0.83          
|June 20, 2008           | June 2010     | 480,000    | 0.50          
|Balance  July 31, 2008 |               | 21,614,998 |               

14. Loss Per Share

Basic loss per share is calculated based on the weighted
average number of shares outstanding during the year. The warrants, share-based
compensation and convertible notes have been excluded from the calculation of
diluted loss per share since they are anti-dilutive.

15. Related Party Transactions

Included in selling, general and administrative expenses are
$585,262 (2008 - $1,470,854) for options granted to the CEO, CFO, and directors
under the 2006 Stock Option Plan.

The above related party transaction has been measured at the
exchange amount which is the amount of the consideration established and agreed
to by the related parties.

- 24 -

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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

The Managements Discussion and Analysis (MD&A) is designed to assist investors in understanding the nature and the importance of the changes and trends, as well as the risks and uncertainties associated with the Companys operations and financial position. Some sections of this report contain forward-looking statements that, because of their nature, necessarily involve a number of known and unknown risks and uncertainties, including statements regarding our capital needs, business strategy and expectations, and the factors described under Risk Factors contained in Item 1 of the Companys Form 10KSB Annual Report for the period ended January 31, 2008, which are incorporated herein by reference.  Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as may, will, should, expect, plan, intend, anticipate, believe, estimate, predict, potential or continue, the negative of such terms or other comparable terminology. The Companys actual and future results could therefore differ materially from those indicated or underlying these forward-looking statements.

Although the Company deems the expectations reflected in these forward-looking statements to be reasonable, the Company cannot provide any guarantee as to the materialization of the expectations reflected in these forward-looking statements.

The following information should be read in conjunction with the unaudited consolidated financial statements for the three month and six month period ended July 31, 2008 and 2007 and notes thereto. Unless otherwise indicated or the context otherwise requires, the "Company," ICP, we," "us," and "our" refer to ICP Solar Technologies Inc. and its subsidiaries.

Compliance with Generally Accepted Accounting Principles

Unless otherwise indicated, the financial information presented below, including tabular amounts, is expressed in US dollars and prepared in accordance with accounting principles generally accepted in the United States (GAAP).

Use of Estimates

The preparation of financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Critical items of the financial statements that require the use of estimates include the determination of the allowance for doubtful accounts, the determination of the allowance for inventory obsolescence, the determination of the useful life of fixed and intangible assets for amortization calculation purposes, the assumptions for fixed asset impairment tests, the determination of the allowance for guarantees, the determination of the allowance for income taxes, the assumptions used for the purposes of calculating the stock-based compensation expense, the determination of the fair value of financial instruments, the determination of the fair value of the assets and liabilities acquired on business acquisitions and the implicit fair value of goodwill.

The financial statements include estimates based on currently available information and managements judgment as to the outcome of future conditions and circumstances.

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Changes in the status of certain facts or circumstances could result in material changes to the estimates used in the preparation of the financial statements and actual results could differ from the estimates and assumptions.

Changes in Accounting Principles

No accounting changes were adopted during fiscal 2007 and 2008 and the first six months ended July 31, 2008 except for the adoption of FAS 157 (see Note 5 of Consolidated Interim Financial Statements at July 31, 2008).

Overview

Company Background

Headquartered in Montreal, Canada, ICP Solar operates in the renewable energy industry. ICP Solar develops, markets, and sells solar energy based products to the consumer goods, Original Equipment Manufacturers ("OEM"), residential and commercial markets through its distribution channels in over 100 countries.

We develop and market solar power products that provide reliable and environmentally clean electric power throughout the world. Solar power products use interconnected photovoltaic cells to generate electricity from sunlight. Solar power products can provide a cost-competitive, reliable alternative for powering highway call boxes, microwave stations, portable highway road signs, remote street or billboard lights, vacation homes, rural homes in developed and developing countries, water pumps and battery chargers for recreational vehicles and other consumer applications. Furthermore, solar power products can provide on-grid customers with a clean, renewable source of alternative or supplemental electricity.

Our plan of operation for the next twelve months is to engage in our marketing, product development and sales channel efforts. We plan to expand our current distribution depth within the markets of North America, Europe and Japan for our consumer goods segment through the marketing of our internal brand Sunsei TM , as well as licensed brand Coleman®.  We will launch our next generation metering products for both grid and off-grid RE applications.

Our immediate goal is the development of our thin film amorphous solar rooftop tile which can be seamlessly integrated into roofing lines for homes, buildings and other structures. We are currently developing a distribution channel and technology partnerships to launch products based on the thin film amorphous solar cell technology in 2009. Although there can be no assurances, we plan to deliver on a sustainable growth strategy across each of our main targets. We also intend to increase our addressable markets, further sales and solidify our brand through strategic partnerships with best practice distribution partners worldwide. Strategic partnerships for both distribution channel and technology are expected to be key drivers of our expansion plans.

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Reorganization of the Corporation

On September 29, 2006, ICP Solar Technologies Inc. ("ICP") entered into a share exchange agreement with ICP Solar Technologies Inc. (formerly FC Financial Services Inc.) ("ICP Solar"), an inactive public shell company, for the acquisition by ICP Solar of all the issued and outstanding shares of ICP.

On December 12, 2006, ICP Solar Technologies Inc. (formerly FC Financial Services Inc.) changed its year end from November 30 to January 31.

Under accounting principles generally accepted in the United States, the share exchange is considered to be a capital transaction in substance, rather than a business combination.  That is, the share exchange is equivalent to the issuance of stock by ICP for the net monetary assets of ICP Solar accompanied by a recapitalization, and is accounted for as a change in capital structure.  Accordingly, the accounting for the share exchange is identical to that resulting from a reverse acquisition, except no goodwill is recorded.  Under reverse takeover accounting, the post reverse acquisition comparative historical financial statements of the legal acquirer, ICP Solar are those of the legal acquiree, ICP, which is considered to be the accounting acquirer.

We structured the acquisition of ICP to enable ICP Stockholders to receive tax-rollover treatment in Canada.  Under Canadian law, when a stockholder disposes of shares, the disposal is considered to be a deemed disposition of the shares and therefore is a taxable event unless the shares are exchanged for the shares of an equal value in another Canadian company.

All of the ICP shares, through a series of transaction, were exchanged for exchangeable shares of ICP Solar's wholly-owned subsidiary (1260491 Alberta Inc.).  The exchangeable shares are exchangeable for an equivalent number of common shares of ICP Solar, common shares transferred simultaneously to a trustee as the exchangeable shares were issued.  Until such time as the holders of the exchangeable shares wish to exchange their shares for ICP Solar shares, the ICP Solar shares are held in trust by a trustee on behalf of the exchangeable shareholders.  The trustee shall be entitled to the voting rights in ICP Solar as stated in the terms of the exchange and voting agreement and shall exercise these voting rights according to the instructions of the holders of the exchangeable shares on a basis of one vote for every exchangeable share held.

These financial statements reflect the accounts of the balance sheets, the results of operations and the cash flows of ICP at their carrying amounts, since it is deemed to be the accounting acquirer.

The results of operations, the cash flows and the assets and liabilities of ICP Solar have been included in these consolidated financial statements since September 29, 2006, the acquisition date.  Amounts reported for the periods prior to September 29, 2006 are those of ICP.

Cash
  
  $ 67,285Accounts receivable
  
  2,148Prepaid expenses
  
  70Loan receivable
  
  4,964,524Property and equipment
  
  4,887Accounts payable and accrued liabilities
  
  (131,655)Convertible notes
  
  (1,642,391)Net Assets Acquired
  
  $ 3,264,868


As a condition to the closing of the transaction, ICP Solar (formerly FC Financial) committed to raising $5 million of financing.  The loan receivable represents advances made pre-closing to ICP for working capital by ICP Solar (formerly FC Financial) as funds were received from the capital raise.

The transaction costs related to the above share exchange amounted to $271,466 and were charged to additional paid-in capital.



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Seasonality

ICPs business is subject to certain seasonal cycles, especially during the summer period corresponding to the part of the second quarter and part of the third quarter, traditionally the slowest of the Companys fiscal year, and the month of December as a result of the end-of-year holidays.

Operating Results for the Three Month Period Ended July 31, 2008

Net Sales

During the second quarter ended July 31, 2008 ICPs consolidated net sales posted an increase of 15% or $256 thousand to $1.95 million, up from $1.69 million for the three month period ended July 31, 2007. The increase in sales in the second quarter of 2008 is due to an increase in demand from our North American consumer market for our new product line.

By geographic location, sales in North America accounted for approximately 79% of total sales, Europe 22%, and Asia 0%.

Gross Margin

The gross margin decreased by 43% or $368 thousand from $846 thousand to $477 thousand for the quarter. The gross profit margin as a percentage of sales worked out to 25%, compared to 50% the previous year. This decrease reflects the increase in costs of our manufactured products as new sources of supply had to be found after disposal of our UK manufacturing facility in May 2007. There were also additional costs of air freighting our shipments to customers from our production facilities in order to meet shipping deadlines.

Operating expenses

Selling and general and administrative expenses decreased by 8% to $1.8 million from $1.9 million a year earlier. Research and development expenses were $117 thousand for the quarter compared to $10 in the corresponding period a year earlier, as the Company increased its R&D efforts on commercializing several new products.

Including depreciation of $7 thousand and foreign exchange loss of $8 thousand, operating losses amounted to $1.40 million compared to losses of $1.16 million for the three month period ended July 31, 2007. The increased loss is due to the reduced gross margin this quarter.

Net interest expense for the quarter decreased by $78 thousand to $64 thousand from $142 thousand in the same quarter last year. This decrease is due to  lower interest on the convertible notes due to conversion of convertible notes the prior year. The accretion of the discount on convertible notes for the three month period of $138 thousand compared $16 thousand was due to an elimination of  the discount when the remaining $850 thousand in notes were converted to common shares this quarter. The accretion of discount on the loan receivable went from $89 thousand to $26 thousand due to the renegotiation of terms with Epod Solar (see note 8 in Notes to Financial Statements).There was also a charge on recognition of a 618 K discount for the quarter ended July 31,2008. The issuance of the Senior Secured Convertible Debentures (see note 10 in Notes to Financial Statements) this quarter resulted in a discount charge of $ 247 thousand and financing costs of $383 thousand In addition on the warrants included with these debentures there was interest on put warrants of $561 thousand. The difference between the accounting and tax basis of this item resulted in future income taxes of $850 thousand. For the same period last year the company recorded a one time gain on disposition of subsidiary $2.82 million. After giving effect to these items, the net loss for the three month period ended July 31, 2008 amounted to $3.62 million compared to net earnings of $977 thousand for the corresponding period a year earlier.

The earnings (loss) per Class A share - basic and diluted amounted to ($0.11) on a weighted average of 33,724,100 outstanding shares for the quarter, compared with a gain per share (basic and diluted) of $0.03 on 20,000,000 shares the previous year.

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Principal Cash Flows for the Three Month Period Ended July 31, 2008

Operating activities before net change in non-cash working capital items used cash flows of $1.34 million during the period compared to $557 thousand a year earlier. Net change in non-cash working capital items related to operations generated a use of cash flows in the amount of $71 thousand for the three months ended July 31, 2008 compared to a source of cash of $272 thousand for the second quarter ended July 31, 2007. After net changes in non-cash working capital balances, operating activities used net cash flows of $1.41 million, compared with a use of cash of $285 thousand for the corresponding period the previous year.

Financing activitiesfor the second quarter increased cash flows of $1.91 million compared to a $337 decrease in the prior years quarter primarily as a result of issuance of convertible debentures of $3.33 million and repayment of bank indebtedness of $1.06 million. Also, discount on convertible debentures of $333 thousand for the quarter compared to nil for the same quarter last year.

Investing activities for the second quarter used cash of $411 thousand due to an investment in restricted cash of $1.15 million as a result of the convertible debenture financing offset by the proceeds of the term deposit of $ 510 thousand. The repayment of the loan receivable of $247 thousand related to an in-kind receipt of goods for this period compared to cash received of $150 thousand for the three months ended July 31,2007. Repayment of government grants payable used $32 thousand compared to 6 thousand the prior year.

The aggregate cash inflows and outflows for the three month period ended July 31, 2008 saw an increase in net cash flows of $88 thousand compared to decrease of $128 thousand for the same period last year. ICP ended the period with cash of $108 thousand , up $100 thousand from $8 thousand as at July 31, 2007.

Operating Results for the fist Six Months Ended July 31, 2008

Net Sales

During the six months ended July 31, 2008, ICPs consolidated net sales posted a decrease of 11% or $472 thousand to $3.84 million, down from $4.31 million for the six month period ended July 31, 2007. The reduction in sales reflects the reduction of OEM factory customers and reduction from the European market due to the summer holiday period.

By geographic location for the first six months ended July 31, 2008, sales in North America accounted for approximately 73% of total sales, Europe 22%, Asia 5%

Gross Margin

The gross margin decreased by 42.5% or $871 thousand to $1.18 million during the first six months of fiscal 2008. The gross profit margin as a percentage of sales was 31%, compared to 48% for the first six months of the previous year. This decrease reflects the increase in costs of our manufactured products as new sources of supply had to be found after disposal of our UK manufacturing facility in May 2007. There were also additional costs of air freighting our shipments to customers from our production facilities in order to meet shipping deadlines.

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Operating expenses

Selling and general and administrative expenses for the six month period ended July 31,2008 increased by  $210 thousand or 7% to $3.35 million from $3.14 million a year earlier. The increase is primarily due to selling expenses increase of $156 k and warehousing increase of $ 85 thousand offset by cumulative net decreases in other accounts. Research and development expenses increased to $155 thousand for the quarter, as the Company increased its R&D efforts on commercializing several new products.

Including depreciation of $13 thousand and the foreign exchange loss of $14 thousand, operating losses amounted to $2.36 million compared to losses of $1.17 million for the six month period ended July 31, 2007.

Net interest expense for the period decreased by $83 thousand to $101 thousand compared to $184 thousand in the same period last year due to  lower interest on the convertible notes because of the  conversion of convertible notes the prior year . The accretion of the discount on convertible notes for the six month period $167 thousand compared to $94 thousand was due to an elimination of the discount when the remaining $850 thousand in notes were converted to common shares this quarter. The accretion of discount on the loan receivable went from $89 thousand last period to $35 thousand due to the renegotiation of terms with Epod Solar (see note 8 in Notes to Financial Statements). The renegotiation of these terms led to a gain of $164 thousand on elimination on the discount on the old loan where there was an amortization charge of $618 thousand the prior years period. The issuance of the Senior Secured Convertible Debentures (see note 10 in Notes to Financial Statements) this quarter resulted in a discount charge of $ 247 thousand and financing costs of $383 thousand In addition on the warrants included with these debentures there was interest on put warrants of $561 thousand. The difference between the accounting and tax basis of this item resulted in future income taxes of $850 thousand. For the same period last year the company recorded a one time gain on disposition of subsidiary $2.82 million. receivable. After giving effect to these items, the net loss for the six month period ended July 31, 2008 amounted to $4.55 million compared to net earnings of $626 thousand for the corresponding period a year earlier.

The earnings (loss) per Class A share - basic and diluted amounted to ($0.13) on a weighted average of 33,724,100 outstanding shares compared with a gain per share (basic and diluted) of $0.02 on 20,000,000 shares the previous year.



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Principal Cash Flows for the Six Month Period Ended July 31, 2008

Operating activities before net change in non-cash working capital items used cash flows of $1.61 million during the period compared to $607 thousand a year earlier. Net change in non-cash working capital items related to operations generated cash flows of $183 thousand for the six months ended July 31, 2008 compared to a use of cash of $211 thousand for the first six months ended July 31, 2007. After net changes in non-cash working capital balances, operating activities used net cash flows of $1.43 million, compared with a use of cash of $397 thousand for the corresponding period the previous year.

Financing activities for the six months ended July 31, 2008 generated cash flows of $1.96 million compared to  a $70 thousand usage for the prior years period primarily as a result of repayment of bank indebtedness of $1.11 million and issuance of convertible debentures of $3.33 million. Also, discount on convertible debentures of $333 thousand for this period compared to nil for the same period last year. There were common shares issued for $100,000 this period.

Investing activities used cash flows of $440  thousand due to an investment in restricted cash of $1.15 million as a result of the convertible debenture financing offset by the proceeds of the term deposit of $505 thousand. The repayment of the loan receivable of $248 thousand related to an in-kind receipt of goods for this period compared to cash received of $150 thousand in the six months ended July 31, 2007.

The aggregate cash inflows and outflows for the six month period ended July 31, 2008 generated cash flows of $87 thousand compared to usage of $230 thousand for the same period last year. ICP ended the period with cash of $108 thousand  up from $8 thousand as at July 31, 2007.

Financial Position as at July 31, 2008

Total assets amounted to $7.2 million as at July 31, 2008, compared to $6.2 million as at January 31, 2008. The major increase is due to the investment in restricted cash of $1.15 million.

Working capital totaled $3.95 million as at July 31, 2008 for a current ratio of 3.9:1 compared with working capital of $1.86 million as at January 31, 2008 for a current ratio of 1.9:1.

Capital resources and liquidity:The Company will meet its cash requirements on a short term basis through the proceeds of the convertible debenture that will be released in accordance with note 5 (July 31, 2008 Notes to Interim Consolidated Financial Statements). On a long-term basis the company will be looking to raise additional capital by securing financing or issuing common shares.

Liabilities:  The liability component of the convertible notes amounted to nil as at July 31, 2008, compared with $682 thousand at the end of January 31, 2008. Senior Secured Convertible Debentures totaled $246 million, Put Warrants $3.56 million and Future Income taxes $850 thousand, compared to nil for the same period last year.

Shareholders equity amounted to $1.2 million, compared to $3.5 million as at January 31, 2008. The decrease is attributable to the net loss for the period of $4.5 million and the increase in paid-in capital of $2.2 million related to issuance of stock options and warrants.

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ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act) as of the end of the period covered by this quarterly report on Form 10-QSB.  Based on that evaluation, our principal executive officer and principal financial officer have concluded that, as of that date, our disclosure controls and procedures were designed to ensure that the information required to be disclosed in reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms were effective.

Changes in Internal Controls over Financial Reporting

There have been no significant changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Securities Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





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PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is a defendant in a claim instituted by a former officer for a severance payment of approximately $150,000.  Management believes the claim is without merit and no provision for the claim has been made in the accounts.

The Company has been issued a claim by a former customer for returned merchandise totaling approximately $14,000. No provision for the claim has been made in the accounts.

The Company has been issued a claim for approximately $28,000 for product liability which will be covered through the Companys product liability insurance.  Accordingly no provision for the claim has been made in the accounts.

Item 1A.  RISK FACTORS

Except as set forth below, there have been no material changes to the risk factors contained in Item 1A of our Annual Report on Form 10-KSB for the fiscal year ended January 31, 2008.

The conversion of convertible debentures and the exercise of warrants issued in our recent private placement could result in a substantial number of additional shares of our common stock being issued in the event that we fail to achieve certain milestones.

On June 13, 2008, we closed a private placement involving the issuance of (i) 11% senior secured convertible debentures in the Company issued at a 10% discount with an aggregate face value of $3,333,333, convertible into shares of common stock of the Company at an initial conversion price of US $0.50 (subject to adjustment) (the Debentures); (ii) 6,666,666 Series A purchase warrants each exercisable to purchase one share of common stock of the Company, at an initial exercise price of US $0.50 per share (subject to adjustment);  (iii) 6,666,666 Series B purchase warrants, each exercisable to purchase one share of common stock of the Company at an initial exercise  price of US $1.00 per share (subject to adjustment) and (iv) 6,666,666 Series C purchase warrants, each exercisable to purchase one share of common stock of the Company at an initial exercise  price of US $1.00 per share warrants (subject to adjustment).

The conversion price for the Debentures and the exercise price for the warrants issued in the private placement are subject to adjustment at a floating rate tied to our achieving certain milestones tied to trailing revenues and earnings before interest, taxes, depreciation and amortization (EBITDA).  In the event that we fail to achieve these milestones, the conversion price for the Debentures and the exercise for the warrants will be reduced (but not increased) to equal the lesser of (a) the conversion price then in effect, (b) the market price (equal to the volume weighted average price of our common stock during the immediately preceding five (5) consecutive trading days) for shares of our common stock, as determined on the applicable milestone date, or (c) the market price, as determined on the date that is five (5) trading days after the date that Company files its next periodic report with the Securities and Exchange Commission following the end of the applicable milestone period.

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Holders of convertible debentures and warrants may convert such debentures or exercise such warrants immediately. In addition, we may make payments of interest or principal under the Debentures in the form of shares of common stock; provided, generally, that we are not in default under the Debentures at such time and we have met certain equity conditions described in the Debentures. If we make payments of interest in the form of shares of common stock, such shares must be registered and free-trading. If the Company elects to make principal payments in shares of common stock, the conversion rate will be the lesser of (a) the conversion price then in effect, or (b) 85% of the average of the three (3) lowest closing bid prices of the common shares over the twenty (20) trading day period ending on the trading day ending immediately preceding the applicable monthly redemption date. If we fail to achieve the milestones described above, or if we elect to make payments of principal on the Debentures in the form of shares of our common stock, the outstanding Debentures and warrants will be exercisable for a greater number of shares.  This could decrease the price of our common stock and encourage short selling which, in turn, could produce additional downward pressure on the market price of our common stock.  Any resulting lower market prices could result in further downward adjustment to the prevailing conversion and/or exercise prices described herein, meaning that we could be required to issue an increasingly greater number of shares of our common stock to holders of Debentures and warrants upon conversion or exercise thereof, further depressing the market price for our common stock.

The conversion of the outstanding Debentures and the exercise of outstanding warrants, and any interest or principal payments on the Debentures made by us in the form of shares of common stock, may result in substantial dilution to the interests of other holders of our common stock.  Even though no selling stockholder may convert its Debentures if upon such conversion the selling stockholder, together with its affiliates, would acquire a number of shares of common stock exceeding 4.99% of our then outstanding common stock, excluding for purposes of such determination shares of common stock issuable upon conversion of any portion of the Debentures which have not been converted and upon exercise of warrants which have not been exercised, this restriction does not prevent a selling stockholder from selling a substantial number of shares in the market or from unilaterally choosing to raise the 4.99% limit. By periodically selling shares into the market, an individual selling stockholder could eventually sell more than 4.99% of our outstanding common stock while never holding more than 4.99% at any specific time.  In the event we receive a tender offer or an offer to merge with another entity in a transaction in which we are not the surviving entity, or in the event we are in default under the Debentures, this percentage is automatically increased to 9.99%.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

This Item is not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

This Item is not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted during the first quarter ended July 31, 2008, to a vote of security holders, through the solicitation of proxies or otherwise.

ITEM 5. OTHER INFORMATION

This Item is not applicable.

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ITEM 6. EXHIBITS

|Exhibit Number | Description of Exhibits                                                                                                                                                                                                                                                                     
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            | Amended Articles of Incorporation. (1)                                                                                                                                                                                                                                                      
|3.2            | Bylaws, as amended. (2)                                                                                                                                                                                                                                                                     
|4.2            | Form of 11% Senior Secured Convertible Debenture Due June 13, 2010. (3)                                                                                                                                                                                                                     
|10.1           | Securities Purchase Agreement, dated June 13, 2008, between ICP Solar Technologies, Inc., BridgePointe Master Fund Ltd., Gemini Master Fund, Ltd., and Platinum Long Term Growth VI, LLC. (3)                                                                                               
|10.2           | Subsidiary Guarantee, dated June 13, 2008, by ICP Solar Technologies, Inc., 1260491 Alberta, Inc., ICP Solar Technologies, ICP Global Technologies, Inc., and WES Power Technology, Inc. (3)                                                                                                
|10.3           | Form of Series A Warrant to Purchase Common Stock (3)                                                                                                                                                                                                                                       
|10.4           | Form of Series B Warrant to Purchase Common Stock (3)                                                                                                                                                                                                                                       
|10.5           | Form of Series C Warrant to Purchase Common Stock (3)                                                                                                                                                                                                                                       
|10.6           | Registration Rights Agreement, dated June 13, 2008, between ICP Solar Technologies, Inc., BridgePointe Master Fund Ltd., Gemini Master Fund, Ltd., and Platinum Long Term Growth VI, LLC. (3)                                                                                               
|10.7           | Security Agreement, dated June 13, 2008, between ICP Solar Technologies, Inc., 1260491 Alberta, Inc., ICP Solar Technologies, ICP Global Technologies, Inc., WES Power Technology, Inc., BridgePointe Master Fund Ltd., Gemini Master Fund, Ltd., and Platinum Long Term Growth VI, LLC. (3)
|10.8           | Form of Intellectual Property Security Agreement, dated June 13, 2008. (3)                                                                                                                                                                                                                  
|10.9           | Escrow Agreement, dated June 13, 2008, between ICP Solar Technologies, Inc., BridgePointe Master Fund Ltd., Gemini Master Fund, Ltd., Platinum Long Term Growth VI, LLC, and Burns & Levinson, LLP. (3)                                                                                     
|10.10          | Voting Agreement Letter, dated June 13, 2008, issued by Sass Peress to BridgePointe Master Fund Ltd., Gemini Master Fund, Ltd., and Platinum Long Term Growth VI, LLC.(3)                                                                                                                   
|10.11          | Form of Lockup Agreement, dated June 13, 2008. (3)                                                                                                                                                                                                                                          
|10.12          | Employment Agreement dated November 6, 2006 between ICP Solar Technologies Inc. and Leon Assayag. (5)                                                                                                                                                                                       
|10.13          | Employment Agreement dated April 23, 2007 between ICP Solar Technologies Inc. and Sass Peress.(5)                                                                                                                                                                                           
|10.14          | Employment Agreement dated May 6, 2008 between ICP Solar Technologies Inc. and Sheldon Reinhart.(5)                                                                                                                                                                                         
|31.1           | Certification of C.E.O. Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                          
|31.2           | Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                    
|32.1           | Certification of C.E.O. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                           
|32.2           | Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                     
|99.1           | Audit Committee Charter. (4)                                                                                                                                                                                                                                                                
|99.2           | Disclosure Committee Charter. (4)                                                                                                                                                                                                                                                           

(1) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on December 1, 2005.

(2) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on September 5, 2006.

(3) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on June 17, 2008.

(4) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on February 7, 2006.

(5)  Filed with the SEC as an exhibit to our Registration Statement on Form S-1 filed July 15, 2008.

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