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

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION

FORM 10-QSB

[ X ]           
Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2007

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

Check whether the
Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.YES [ X ]         NO [     ]

Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [    
]         No [ X ]

Number of shares outstanding of the
registrants class of common stock, as of December
17, 2007 was 32,650,000.

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

-1-

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TABLE OF CONTENTS

|                                                                                          |   
|----------------------------------------------------------------------------------------- | --
|PART I. FINANCIAL
    INFORMATION                                                         |   
|                                                                                          |   
|Financial Statements                                                                      | 4 
|                                                                                          |   
|Consolidated Balance
    Sheet                                                            | 5 
|                                                                                          |   
|Statement of
    Shareholders Equity                                                     | 6 
|                                                                                          |   
|Statement of
    Operations and Comprehensive Loss                                        | 7 
|                                                                                          |   
|Statement of Cash
    Flows                                                               | 8 
|                                                                                          |   
|Notes to Financial
    Statements                                                         | 9 
|                                                                                          |   
|Managements
    Discussion and Analysis of Financial Condition and Results of Operations | 19
|                                                                                          |   
|Controls and
    Procedures                                                               | 28
|                                                                                          |   
|PART II. OTHER
    INFORMATION                                                            |   
|                                                                                          |   
|Legal Proceedings                                                                         | 29
|                                                                                          |   
|Unregistered Sales of
    Equity Securities and Use of Proceeds                           | 29
|                                                                                          |   
|Defaults upon Senior
    Securities                                                       | 29
|                                                                                          |   
|Submission of Matters
    to a Vote of Security Holders                                   | 29
|                                                                                          |   
|Other Information                                                                         | 29
|                                                                                          |   
|Exhibits                                                                                  | 30

- 2 -

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PART I

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited balance
sheets of ICP Solar Technologies Inc. as at October 31, 2007 and January 31,
2007, related unaudited statements of operations and comprehensive loss, and
cash flows for the three and nine months ended October 31, 2007 and 2006 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 October 31, 2007, are
not necessarily indicative of the results that can be expected for the fiscal
year ending January 31, 2008 or any other subsequent period.

- 3 -

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ICP Solar Technologies Inc.

Consolidated Interim Financial Statements 
October 31, 2007 
(Expressed in U.S. Funds) 
(Unaudited)

- 4 -

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ICP Solar Technologies Inc.

Consolidated Interim Balance Sheet 
As At 
(Unaudited) 
(Expressed in U.S. Funds)

|                                                                    |   | October 31, 2007 |   | January 31, 2007
|------------------------------------------------------------------- | - | ---------------- | - | ----------------
|                                                                    |   |                  |   |                 
|Assets                                                              |   |                  |   |                 
|                                                                    |   |                  |   |                 
|Current                                                             |   |                  |   |                 
|                                                                    |   |                  |   |                 
|Cash                                                                | $ | 456,083          | $ | 238,509         
|Term deposit                                                        |   | 510,911          |   | 505,301         
|Accounts receivable                                                 |   | 1,763,494        |   | 1,610,884       
|Income taxes recoverable                                            |   | -                |   | 573,587         
|Inventories                                                         |   | 2,371,141        |   | 2,405,386       
|Prepaid expenses                                                    |   | 33,289           |   | 228,433         
|Loan receivable                                                     |   | 500,000          |   | -               
|                                                                    |   | 5,634,918        |   | 5,562,100       
|Property and Equipment                                              |   | 85,582           |   | 534,384         
|Investment in EPOD Solar (Wales) Ltd.(note
    7)                   |   | 1                |   | -               
|Loan receivable, less unamortized discount of $403,035
    (note 7) |   | 1,596,965        |   | -               
|                                                                    | $ | 7,317,466        | $ | 6,096,484       
|                                                                    |   |                  |   |                 
|Liabilities                                                         |   |                  |   |                 
|                                                                    |   |                  |   |                 
|Current                                                             |   |                  |   |                 
|                                                                    |   |                  |   |                 
|Bank indebtedness (note 4)                                          |   | 1,332,823        |   | 1,159,689       
|Accounts payable and accrued liabilities                            |   | 1,022,811        |   | 1,285,056       
|Current portion of long-term debt                                   |   | -                |   | 61,493          
|Current portion of government grants payable                        |   | 28,618           |   | 114,480         
|Current portion of obligation under capital
    leases              |   | -                |   | 47,013          
|Loan payable, director                                              |   | 307,976          |   | 501,301         
|                                                                    |   | 2,692,228        |   | 3,169,032       
|Long-Term Debt                                                      |   | -                |   | 116,115         
|Convertible Notes,less unamortized discount of
    $194,604         |   |                  |   |                 
|(January 31,2007 - $753,656)                                        |   | 655,396          |   | 1,746,344       
|                                                                    |   |                  |   |                 
|Shareholders Equity                                                |   |                  |   |                 
|                                                                    |   |                  |   |                 
|Capital Stock (note 5)                                              |   | 313              |   | 290             
|Warrants Exercised, Shares Not Issued
    (note 6)                  |   | 594,990          |   | -               
|Additional Paid-In Capital (note 6)                                 |   | 10,364,511       |   | 6,482,923       
|Accumulated Other Comprehensive Loss                                |   | (798,469)        |   | (800,719)       
|Accumulated Deficit                                                 |   | (6,191,503)      |   | (4,617,501)     
|                                                                    |   | 3,969,842        |   | 1,064,993       
|                                                                    | $ | 7,317,466        | $ | 6,096,484       

- 5 -

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ICP Solar Technologies Inc.

Consolidated Interim Statement of Shareholders Equity 
For the Nine Month Period Ended October 31, 2007 
(Unaudited) 
(Expressed in U.S. Funds)

|                                        |                     | Warrant
    Exercised,
    Shares
    Not Issued | Additional
    Paid-In
    Capital | Accumulated | Accumulated Deficit | Total
    Shareholders Equity
|--------------------------------------- | ------------------- | ------------------------------------------------ | ---------------------------------- | ----------- | ------------------- | ------------------------------
|Other                                  
|Common Stock                            | Comprehen-
    sive
|Shares                                  | Amounts             | Loss                                            
|                                        |                     |                                                  |                                    |             |                     |                               
|Balance - January 31, 2007              | 29,000,000          | $                                                | 290                                | $           | -                   | $                             
|                                        |                     |                                                  |                                    |             |                     |                               
|Common stock issued                     | 2,269,445           |                                                  | 23                                 |             |                     |                               
|                                        |                     |                                                  |                                    |             |                     |                               
|Warrants exercised shares not issued    | -                   |                                                  | -                                  |             | 594,990             |                               
|                                        |                     |                                                  |                                    |             |                     |                               
|Stock options issued                    | -                   |                                                  | -                                  |             | -                   |                               
|                                        |                     |                                                  |                                    |             |                     |                               
|Warrants issued                         | -                   |                                                  | -                                  |             | -                   |                               
|                                        |                     |                                                  |                                    |             |                     |                               
|Foreign currency translation adjustment | -                   |                                                  | -                                  |             | -                   |                               
|                                        |                     |                                                  |                                    |             |                     |                               
|Net loss                                | -                   |                                                  | -                                  |             | -                   |                               
|                                        |                     |                                                  |                                    |             |                     |                               
|Balance - October 31, 2007              | 31,269,445          | $                                                | 313                                | $           | 594,990             | $                             

- 6 -

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ICP Solar Technologies Inc.

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

|                                                    |   | For the three months  |   | For the nine months  
|--------------------------------------------------- | - | --------------------- | - | ---------------------
|                                                    |   | ended October
    31, |   | ended October
    31,
|                                                    |   | 2007                  |   | 2006                 
|                                                    |   |                       |   |                      
|Net Sales                                           | $ | 1,573,335             | $ | 1,731,171            
|                                                    |   |                       |   |                      
|Cost of Sales                                       |   | 1,196,861             |   | 1,221,921            
|                                                    |   |                       |   |                      
|Gross Margin                                        |   | 376,474               |   | 509,250              
|                                                    |   |                       |   |                      
|Expenses                                            |   |                       |   |                      
|                                                    |   |                       |   |                      
|Selling, general and administrative                 |   | 2,077,571             |   | 1,286,201            
|Depreciation                                        |   | 10,423                |   | 80,196               
|Research and development                            |   | 8,907                 |   | 4,320                
|Foreign exchange loss                               |   | 60,020                |   | 22,772               
|                                                    |   | 2,156,921             |   | 1,393,489            
|                                                    |   |                       |   |                      
|Operating Loss                                      |   | (1,780,447)           |   | (884,239)            
|                                                    |   |                       |   |                      
|Interest expense                                    |   | (84,315)              |   | (59,318)             
|Interest income                                     |   | 4,026                 |   | -                    
|Discount given on loan receivable                   |   | -                     |   | -                    
|Write-down of loan receivable                       |   | -                     |   | -                    
|Accretion of discount on convertible notes          |   | (464,768)             |   | (25,988)             
|Accretion of discount on loan receivable            |   | 125,779               |   | -                    
|Gain on disposition of subsidiary (note 7)          |   | -                     |   | -                    
|                                                    |   | (419,278)             |   | (85,306)             
|                                                    |   |                       |   |                      
|Net Loss                                            | $ | (2,199,725)           | $ | (969,545)            
|                                                    |   |                       |   |                      
|Other Comprehensive Income (Loss)                   |   |                       |   |                      
|Foreign currency translation adjustment             |   | -                     |   | (32,351)             
|                                                    |   |                       |   |                      
|Comprehensive Loss                                  | $ | (2,199,725)           | $ | (1,001,896)          
|                                                    |   |                       |   |                      
|Basic Weighted Average Number of Shares Outstanding |   | 29,921,981            |   | 29,000,000           
|Basic and Diluted Loss Per Share (note 8)           |   | (0.07)                |   | (0.03)               

- 7 -

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ICP Solar Technologies Inc.

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

|                                                |   | For the three months  |   | For the nine months  
|----------------------------------------------- | - | --------------------- | - | ---------------------
|                                                |   | ended October
    31, |   | ended October
    31,
|                                                |   | 2007                  |   | 2006                 
|Funds Provided (Used) -                         |   |                       |   |                      
|                                                |   |                       |   |                      
|Operating Activities                            |   |                       |   |                      
|                                                |   |                       |   |                      
|Net loss                                        | $ | (2,199,725)           | $ | (969,545)            
|Stock options issued                            |   | 183,961               |   | -                    
|Warrants issued                                 |   | 789,738               |   | 56,715               
|Depreciation                                    |   | 10,423                |   | 80,196               
|Discount given on loan receivable               |   | -                     |   | -                    
|Write-down of property and equipment            |   | -                     |   | 191                  
|Foreign exchange loss                           |   | 24,252                |   | 22,772               
|Disposition of subsidiary                       |   | -                     |   | -                    
|Write-down of loan receivable                   |   |                       |   | -                    
|Accretion of discount on convertible notes      |   | 464,768               |   | 25,988               
|Accretion of discount on loan receivable        |   | (125,779)             |   | -                    
|                                                |   | (852,362)             |   | (783,683)            
|                                                |   |                       |   |                      
|Changes in non-cash operating elements          |   |                       |   |                      
|of
    working capital                          |   | 665,675               |   | (119,627)            
|                                                |   | (186,687)             |   | (903,310)            
|                                                |   |                       |   |                      
|Financing Activities                            |   |                       |   |                      
|                                                |   |                       |   |                      
|Bank indebtedness                               |   | 190,138               |   | (1,181,884)          
|Long-term debt                                  |   | -                     |   | -                    
|Loan payable, director                          |   | -                     |   | (324,048)            
|Loan payable                                    |   | -                     |   | 3,464,524            
|Obligation under capital lease                  |   | -                     |   | 168,613              
|Government grants payable                       |   | -                     |   | 16,249               
|Transaction costs                               |   | -                     |   | (271,466)            
|Common stock issued                             |   | -                     |   | -                    
|Warrants exercised,shares not issued            |   | 450,000               |   | -                    
|                                                |   | 640,138               |   | 1,871,988            
|                                                |   |                       |   |                      
|Investing Activities                            |   |                       |   |                      
|                                                |   |                       |   |                      
|Acquisition of net assets less cash acquired    |   | -                     |   | 67,285               
|Additions to property and equipment             |   | -                     |   | (3,120)              
|Proceeds from sale of property and equipment    |   | -                     |   | 42,080               
|Loan receivable                                 |   | -                     |   | -                    
|Proceeds from disposition of subsidiary         |   | -                     |   | -                    
|Term deposit                                    |   | (5,671)               |   | -                    
|                                                |   | (5,671)               |   | 106,245              
|                                                |   |                       |   |                      
|Effect of Foreign Exchange on Cash
    Balances |   | -                     |   | (88,324)             
|                                                |   |                       |   |                      
|Increase in Cash                                |   | 447,780               |   | 986,599              
|                                                |   |                       |   |                      
|Cash                                            |   |                       |   |                      
|                                                |   |                       |   |                      
|Beginning of Period                             |   | 8,303                 |   | -                    
|                                                |   |                       |   |                      
|End of Period                                   | $ | 456,083               | $ | 986,599              

- 8 -

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2007 
(Unaudited) 
(Expressed in U.S. Funds)

1. Basis of Presentation

The accompanying unaudited financial
statements have been prepared in accordance with U.S. generally accepted
accounting principles for interim financial information and item 310(b) of
Regulation S-B and are prepared using the same accounting policies as outlined
in note 3 of ICP Solar Technologies Inc. (ICP Solar) financial statements for
the year ended January 31, 2007 except for those discussed in note 3 below.
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 nine months ended October 31, 2007 are not
necessarily indicative of the results that may be expected for the year ended
January 31, 2008. 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, 2007 and
2006.

2. Going Concern

The accompanying financial statements
have been prepared assuming the Company will continue as a going concern. The
Company has reported an accumulated deficit of $6,191,503 as at October 31, 2007
($4,617,501 as at January 31, 2007). To date, these losses have been financed
principally through capital stock, long-term debt and debt from related parties.
In addition, the Company was not in compliance with certain bank covenants (note
4). 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.

- 9 -

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2007 
(Unaudited) 
(Expressed in U.S. Funds)

3.

Income Taxes

On February 1, 2007, the Company
adopted Financial Accounting Standards Board (FASB) Interpretation (FIN) No. 48,
Accounting for Uncertainty in Income Taxes - an Interpretation of FASB
Statement No. 109 (FIN 48), which clarifies the accounting for uncertainty in
tax positions. This Interpretation requires that the Company recognize in its
financial statements, the impact of a tax position, if the position is more
likely than not for being sustained on audit, based on the technical merits of
the position. The adoption of FIN 48 did not have a material impact on our
consolidated financial statements. The Company is currently subject to a four
year statute of limitations by major tax jurisdictions. The Company and its
subsidiaries file income tax returns in Canada, UK, United States, Asia and
Australia.

Investments

The Company records its investments
in which it does not exercise significant influence using the cost method.

Change in Functional Currency

It is managements view that the
United States dollar best portrays the economic results of the worldwide
operations and thereby best achieves the objectives of foreign currency
translation. As a result, effective May 9, 2007 the functional currency was
changed from the Canadian dollar to the United States dollar to reflect the
increased exposure to the US dollar as a result of the sale of 85% of the
Companys share in its UK subsidiary. The method used to translate the results
and financial position for items and transactions denominated in non-US
currencies are as follows:

Monetary items  at exchange rates in
effect at the balance sheet date;

Non-monetary items  at exchange
rates in effect on the dates of the transactions;

Revenue and expenses  at average
exchange rates prevailing during the period, except for inventories and
amortization which are translated at rates prevailing when the related assets
were acquired.

Gains and losses arising from foreign
currency translation are included in income.

The Company applied the functional
currency change on a prospective basis as of May 9, 2007. This change in
functional currency did not have a material effect on the accounts of the
Company for the three months and nine months ended October 31, 2007.

- 10 -

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2007 
(Unaudited) 
(Expressed in U.S. Funds)

4. Bank Indebtedness

The terms of the banking agreement
require the Company to comply with certain financial covenants. At October 31,
2007, the Company was not in compliance with the debt to equity ratio and could
be required to repay on demand all amounts due under the agreement. The Company
has not received any default notice and is seeking to obtain the necessary
waivers or changes to the agreement. As security for this credit facility the
Company has pledged substantially all of its assets.

5. Capital Stock

|                                                            | October 31, 2007 | January 31, 2007
|----------------------------------------------------------- | ---------------- | ----------------
|                                                            |                  |                 
|100,000,000 shares authorized, $0.00001 par
    value       |                  |                 
|Issued -                                                    |                  |                 
|31,269,445 (January 31, 2007  29,000,000) Class A shares | $ 313            | $ 290           

During the three months ended October
31, 2007, convertible notes in the amount of $1,650,000 were converted into
1,650,000 common shares.

On September 7, 2007, the Company
issued 550,000 common shares from treasury as a result of the exercise of
550,000 warrants on July 26, 2007.

On September 19, 2007, the Company
issued 69,445 common shares from treasury as payment of the interest as per the
terms of the convertible notes.

6.

Stock Options

On May 18, 2007, for the first time,
the Company granted a total of 1,832,500 options to certain of its employees and
directors to purchase common shares. The stock options are exercisable at a
range of $2.25 to $2.35 per share and have a vesting period of 24 months with
25% of the options granted becoming exercisable every six months commencing from
the date of grant. The options granted expire May 18, 2017.

As a result of the grant, the Company
recorded a compensation expense of $183,961 in the three-month period ended
October 31, 2007. Expenses amounting to $1,134,425 are to be recorded in
subsequent periods.

- 11 -

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2007 
(Unaudited) 
(Expressed in U.S. Funds)

6.

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

|Expected volatility                                      | 85%       
|-------------------------------------------------------- | ----------
|Expected life                                            | 5.75 years
|Risk-free interest rate                                  | 5%        
|Dividend yield                                           | Nil       
|Weighted average fair value of options at grant
    date | $ 1.82    

Transactions related to outstanding stock options are
detailed as follows:

|                                       |           | Weighted Average   | Weighted Average
|-------------------------------------- | --------- | ------------------ | ----------------
|                                       |           | Exercise Price Per | Remaining       
|                                       | Number    | Share              | Contractual Life
|Granted                                | 1,832,500 | 2.25               | 10 years        
|Expired                                | -         | -                  |                 
|Exercised                              | -         | -                  |                 
|Forfeited                              | (382,500) | 2.25               | 10 years        
|Balance  as at October 31, 2007       | 1,450,000 | 2.25               | 10 years        
|Options, exercisable, at end of period | -         | -                  |                 

Warrants

a)    
On May 18, 2007, the Company issued, as consulting fees, to a member of the
immediate family of the President and CEO of the Company, 100,000 stock purchase
warrants exercisable into common shares at $2.25 per share. These warrants may
be exercised in whole or in part at any time after October 3, 2007 and expire on
May 18, 2012. As a result, the Company recorded an expense of $63,898 during the
three month period ending October 31, 2007.

On May 18, 2007, the Company also
issued, as consulting fees, to a Director and former CFO of the Company 525,000
stock purchase warrants exercisable into common shares at $2.25 per share. These
warrants may be exercised in whole or in part, at any time after October 3, 2007
and expire on May 18, 2012. As a result, the Company recorded an expense of
$335,464 during the three month period ending October 31, 2007.

The stock purchase warrants were
accounted for at their fair value of $898,563. An expense of $499,201 was
recorded during the quarter ended July 31, 2007 and the balance, amounting to
$399,362, was recorded as an expense in the third quarter ending October 31,
2007.

- 12 -

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2007 
(Unaudited) 
(Expressed in U.S. Funds)

6.

The fair value of the warrants issued was determined
by the Black-Scholes-Merton valuation model, using the following assumptions:

|Expected volatility     | 85%    
|----------------------- | -------
|Expected life           | 3 years
|Risk-free interest rate | 5%     
|Dividend yield          | Nil    

b)    
On August 21, 2007, the Company granted, as guarantee for a consulting fee
payable, a total of 250,000 stock purchase warrants exercisable into common
shares at $1.80 per share at the date of grant. The warrants expire on August
21, 2009. As a result of the grant, the Company recorded a consulting fee of
$34,855 in the three month period ending October 31, 2007.

The fair value of the warrants issued
was determined by the Black-Scholes-Merton valuation model, using the following
assumptions multiplied by the Companys estimate of the likelihood of the
guarantee being exercised:

|Expected volatility     | 83%    
|----------------------- | -------
|Contractual life        | 2 years
|Risk-free interest rate | 4.40%  
|Dividend yield          | Nil    

c)    
On August 21, 2007, the Company had granted, as consulting fees, a total of
255,000 options to purchase common shares. The stock options would have been
exercisable into common shares at $1.80 per share at the date of grant with an
expiry date of August 21, 2009.

On October 25, 2007, in lieu of these
options, the Company issued a total of 200,000 warrants to purchase common
shares. The warrants are exercisable in to common shares at $1.00 per share at
the date of grant and expire October 25, 2009.

Had the Company not cancelled the
options, the Company would have recorded a consulting fee expense of $355,521 in
the three month period ending October 31, 2007.

As a result of the grant of warrants,
the Company recorded a consulting fee expense of $355,521 in the three month
period ending October 31, 2007.

- 13 -

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2007 
(Unaudited) 
(Expressed in U.S. Funds)

6.

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

|Expected volatility                                       | 80%    
|--------------------------------------------------------- | -------
|Contractual life                                          | 2 years
|Risk-free interest rate                                   | 4.86%  
|Dividend yield                                            | Nil    
|Weighted average fair value of warrants at grant
    date | $ 1.75 

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

|                                    | Number of   | Weighted Average
|----------------------------------- | ----------- | ----------------
|                                    | Warrants    | Exercise Price  
|Outstanding, as at January 31, 2007 | 5,150,000   | $ 1.00          
|Transactions during the period:     |             |                 
|Issued                              | 1,075,000   | $ 1.91          
|Exercised                           | (1,000,000) | $ 1.00          
|Expired                             | (150,000)   | $ 1.00          
|Outstanding, end of period          | 5,075,000   | $ 1.19          

The following table provides additional information
with respect to outstanding warrants at October 31, 2007:

|                 |               | Number of | Exercise
|---------------- | ------------- | --------- | --------
|Grant Date       | Expiry Date   | Warrants  | Price   
|May 15, 2006     | November 2007 | 1,000,000 | $ 1.00  
|July 11, 2006    | January 2008  | 3,000,000 | $ 1.00  
|May 18, 2007     | May 2012      | 625,000   | $ 2.25  
|August 21, 2007  | August 2009   | 250,000   | $ 1.80  
|October 25, 2007 | October 2009  | 200,00    | $ 1.00  
|                 |               | 5,075,000 |         

- 14 -

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2007 
(Unaudited) 
(Expressed in U.S. Funds)

6.

On July 26, 2007, the Company
received $550,000 for the exercise of 550,000 warrants granted on May 15, 2006.
These shares were issued from treasury on September 7, 2007.

On October 31, 2007 the Company
received $450,000 for the exercise of 450,000 warrants granted on May 15, 2006.
These shares were subsequently issued on November 7, 2007.

7. Sale of 85% 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, ISE acquired 85% of the Companys shares of ICP UK (name
changed to Epod Solar (Wales) Ltd. 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 (Amendment), revising the modalities of payment. As per the terms of
the Amendment, ISE shall pay the Company a total of $1.00 for the shares. In
addition, ISE will pay the Company an amount equivalent to $3,000,000
representing the principal amount on a loan owed to the Company by ICP UK as
follows:

a) $150,000 received upon signing of
the Agreement and $350,000 received in kind in the form of solar panels;

b) $500,000 on November 29, 2007; and

c) The balance shall be repaid as
monthly payments for a period of 13.94 months as of January 1, 2008. Each
monthly payment shall be equal to $143,500 per month and shall be made either in
cash, or in kind in the form of solar panels, at the option of the Company or
its subsidiaries, as per the terms of the Agreement.

From the signing of this Share
Purchase Agreement until the Monthly Payment Commencement Date, the Company
shall acquire 7,000 solar panels per month from the Acquirer, at a price per
solar panel (Panel Price) commencing at $24.60 and decreasing as the total cost
per solar panel decreases, the sale of the panels shall be on a C.O.D./F.O.B.
basis until such time as the Acquirer has secured an accounts receivable line of
credit in which case, payment terms shall be net 60. The Company shall have the
option to acquire up to 7,000 solar panels per month from the Acquirer at the
Panel Price for a six month period commencing from the date of the last Monthly
Payment. These terms are deemed to be at fair market value and accordingly have
not been valued as selling price consideration.

The sale of the shares resulted in a gain of
$2,818,207 calculated as follows:

|Proceeds of disposal              | $ | 1        
|--------------------------------- | - | ---------
|Current assets                    |   | (589,874)
|Property and equipment            |   | (399,081)
|Current liabilities               |   | 468,595  
|Long-term liabilities             |   | 3,338,566
|                                  |   |          
|Gain on disposition of subsidiary | $ | 2,818,207

- 15 -

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2007 
(Unaudited) 
(Expressed in U.S. Funds)

8. Basic and Diluted Loss Per Share

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

9. Segmented Information

The distribution of the revenue of
the Company by geographic location is approximately as follows:

|              | For the Three-Month      | For the Nine-Month Period
|------------- | ------------------------ | -------------------------
|              | Period Ended October 31, | Ended October 31, 2007   
|              | 2007                     |                          
|North America | $ 1,054,134              | $ 3,773,997              
|Europe        | 330,400                  | 1,540,670                
|Asia          | 62,933                   | 314,697                  
|Africa        | 125,868                  | 254,847                  
|              | $ 1,573,335              | $ 5,884,211              
|              |                          |                          
|              |                          |                          
|              |                          |                          
|              | For the Three-Month      | For the Nine-Month Period
|              | Period Ended October 31, | Ended October 31, 2006   
|              | 2006                     |                          
|North America | $ 1,056,015              | $ 3,944,123              
|Europe        | 308,148                  | 1,512,105                
|Asia          | 240,633                  | 828,371                  
|Africa        | 126,375                  | 289,272                  
|              | $ 1,731,171              | $ 6,574,371              

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2007 
(Unaudited) 
(Expressed in U.S. Funds)

9. Segmented Information (Contd)

The distribution of the property and equipment by
geographic location is approximately as follows:

|              | October 31, 2007 | January 31, 2007
|------------- | ---------------- | ----------------
|North America | $ 85,582         | $ 105,552       
|Europe        | -                | 428,832         
|              | $ 85,582         | $ 534,384       

10.  Comparative Figures

Certain reclassifications of accounts
for the three month period ended October 31, 2006 and the nine month period
ended October 31, 2006 have been made to facilitate comparison with the current
periods.

11.  Potential Acquisition of WES Power Technology Inc.

On August 27, 2007 the Company
announced that it had executed a Share Purchase Agreement (The Agreement),
subject to due diligence and regulatory approval, with the majority shareholders
of Wes Power Technology Inc. (WES) (WES Shareholders), pursuant to which the
Company has indicated its intention to purchase from the WES Shareholders all of
the issued and outstanding shares of WES, located in St. Johns, Newfoundland.
WES is a designer and manufacturer of power management systems for renewable
energy sources.

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

(a)    An amount of
$1.00 shall be paid by the Company to WES;

(b)   
On the closing date, the Company will issue WES shareholders 250,000 warrants to
purchase common shares of the Company on a one for one basis. The Warrants will
have a maturity date of five (5) years from date of issuance and an exercise
price equal to the closing share price of the Company on the last trading day
prior to the date of issuance. The warrants shall be convertible within five (5)
years from date of issuance following registration with the SEC. The related
restricted shares shall become available for sale at the earliest on October 31,
2007; and

(c)   
Execution of employment agreements by the Company or one of its subsidiaries
with each of the WES shareholders, to the satisfaction of all parties.

To date, the acquisition has not yet been concluded.

- 17 -

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2007 
(Unaudited) 
(Expressed in U.S. Funds)

12

Exercise of Warrants

On November 7, 2007, the Company received $1,000,000
for the exercise of 1,000,000 warrants into 1,000,000 common shares. The Company
issued the shares on November 9, 2007.

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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, 2007, 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 and nine month
periods ended October 31, 2007 and 2006 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.

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

Income Taxes

On February 1, 2007, the Company
adopted Financial Accounting Standards Board (FASB) Interpretation (FIN) No. 48,
Accounting for Uncertainty in Income Taxes - an Interpretation of FASB
Statement No. 109 (FIN 48), which clarifies the accounting for uncertainty in
tax positions. This Interpretation requires that the Company recognize in its
financial statements, the impact of a tax position, if the position is more
likely than not for being sustained on audit, based on the technical merits of
the position. The adoption of FIN 48 did not have a material impact on our
consolidated financial statements. The Company is currently subject to a four
year statute of limitations by major tax jurisdictions. The Company and its
subsidiaries file income tax returns in Canada, UK, United States, Asia and
Australia.

- 19 -

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Changes in Accounting Principles

Share-Based Payments

The Company has accounted for share
based payments in accordance with the provisions of FAS 123R Share based
payments (Revised) and accordingly has recognized in its financial statements
share based payments at their fair value. In addition, the Company has
recognized in the financial statements an expense based on the grant date fair
value of stock options granted to employees. The expense is to be recognized on
a straight line basis over the vesting period and the offsetting credit recorded
in additional paid in capital. Upon exercise of options, the consideration paid
together with the amount previously recorded as additional paid in capital will
be recognized as capital stock. When options are forfeited because the service
requirements are not met, any expense previously recorded will be reversed in
the period of forfeiture. The Company uses the Black- Scholes-Merton option
pricing model to determine the fair value of the options.

Change in Functional Currency

It is managements view that the
United States dollar best portrays the economic results of the worldwide
operations and thereby best achieves the objectives of foreign currency
translation. As a result, effective May 9, 2007 the functional currency was
changed from the Canadian dollar to the United States dollar to reflect the
increased exposure to the US dollar as a result of the sale of 85% of the
Companys share in its UK subsidiary. The method used to translate the results
and financial position for items and transactions denominated in non-US
currencies are as follows:

Monetary items  at exchange rates in
effect at the balance sheet date;

Non-monetary items  at exchange
rates in effect on the dates of the transactions;

Revenue and expenses  at average
exchange rates prevailing during the period, except for inventories and
amortization which are translated at rates prevailing when the related assets
were acquired.

Gains and losses arising from foreign
currency translation are included in income.

The Company applied the functional
currency change on a prospective basis as of May 9, 2007. This change in
functional currency did not have a material effect on the accounts of the
Company for the three months and nine months ended October 31, 2007. No
accounting changes were adopted during fiscal 2007.

Overview

Company Background

Headquartered in Montreal, Canada, ICP operates in the solar
energy industry. ICP manufactures, markets, and sells solar panel based products
to the consumer goods, Original Equipment Manufacturers (OEM) and integrated
building materials markets through its distribution channels in over 100
countries.

We develop, manufacture 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.

- 20 -

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Our plan of operation for the next twelve months is to engage
in our marketing and sales 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®.

Our immediate goal is the development of our thin film
amorphous solar cell 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 2007. 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.

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.

- 21 -

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The net assets of ICP Solar acquired on September 29, 2006 are as follows:

|Cash                                         | $ | 67,285     
|-------------------------------------------- | - | -----------
|Accounts receivable                          |   | 2,148      
|Prepaid expenses                             |   | 70         
|Loan receivable                              |   | 4,964,524  
|Property and equipment                       |   | 4,887      
|Accounts 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.

Going Concern

The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. The Company has reported
an accumulated deficit of $6,191,503 as at October 31, 2007 (January 31, 2007 -
$4,617,501). 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 and attaining 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.

Sale of 85% 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, ISE acquired 85% of all of the Companys shares of ICP UK
(name changed to EPOD Solar (Wales) Ltd. on June 26, 2007) for an aggregate
amount of US $3 million. On May 10, 2007, the Company and ISE signed an
Amendment to the Agreement (Amendment), revising the modalities of payment. As
per the terms of the Amendment, ISE shall pay the Company a total of $1.00 for
the shares. In addition, ISE will pay the Company an amount equivalent to
$3,000,000 representing the principal amount on a loan owed to the Company by
ICP UK as follows:

a)   
US $150,000 received upon signing of the Agreement and $350,000 received in kind
in the form of solar panels;

b)   
US $500,000 on November 29, 2007;

c)   
The balance shall be repaid as monthly payments for a period of 13.94 months as
of January 1, 2008. Each monthly payment shall be equal to US $143,500 per month
and shall be made either in cash, or in kind in the form of solar panels, at the
option of the Company or its subsidiaries, as per the terms of the Agreement.

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From the signing of this Share
Purchase Agreement until the Monthly Payment Commencement Date, the Company
shall acquire 7,000 solar panels per month from the Acquirer, at the price per
solar panel commencing at $24.60 and decreasing down to the Panel Price as the
total cost per solar panel decreases, the sale of the panels shall be on a
C.O.D./F.O.B. basis until such time as the Acquirer has secured an accounts
receivable line of credit in which case, payment terms shall be net 60. The
Company shall have the option to acquire up to 7,000 solar panels per month from
the Acquirer at the Panel Price for a six month period commencing from the date
of the last Monthly Payment.

The sale resulted in a gain of
$2,818,207 from the disposition of the net assets of the UK factory as follows:

|Proceeds of Disposal              |   | 1        
|--------------------------------- | - | ---------
|Current assets                    | $ | (589,874)
|Property & Equipment              |   | (399,081)
|Current liabilities               |   | 468,595  
|Long-term liabilities             |   | 3,338,566
|                                  |   |          
|Gain on Disposition of Subsidiary | $ | 2,818,207

Acquisition of WES Power Technology Inc.

On August 27, 2007 the Company announced that it had executed
a Share Purchase Agreement, subject to due diligence and regulatory approval,
with Gerry Heffernan, Michael Snow, and Philip Crowley, majority shareholders of
Wes Power Technology Inc. (WES) (WES Shareholders), pursuant to which the
Company has indicated its intention to purchase from the WES Shareholders all of
the issued and outstanding shares of WES, located in St. Johns, Newfoundland.
Wes Power Technology Inc. is a designer and manufacturer of power management
systems for renewable energy sources.

On August 27, 2007, the Company and the WES Shareholders signed a share
purchase agreement (the Agreement). Under the terms of the Agreement, the
Company shall acquire 100% of all of the shares of WES for the following
consideration

(a)    An amount of
$1.00 shall be paid by the Company to WES;

(b)   
Issuance to WES Shareholders, on the Closing Date, by the Company of 250,000
warrants to purchase common shares of the Company. The Warrants will have a
maturity date of five (5) years from date of issuance and an exercise price
equal to the closing share price of the Company on the last trading day prior to
the date of issuance. The warrants shall be convertible within five (5) years
from date of issuance following registration with the SEC. The related
restricted shares shall become available for sale at the earliest on October 31,
2007;

(c)    Execution of
employment agreements by the Company or one of its subsidiaries with each of the
WES Shareholders, to the satisfaction of all parties.

As of the date of this report, the acquisition has not yet been concluded.

- 23 -

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Selected Consolidated Quarterly Information 
(in thousands of $, except per-share amounts) (unaudited)

|                                                        | Period Ended October 31,
|------------------------------------------------------- | ------------------------
|                                                        |                         
|                                                        | Three Months            
|                                                        |                         
|                                                        |                         
|Revenues                                                |                         
|Gross margin                                            |                         
|Expenses                                                |                         
|Operating Earnings
    (Loss)                           | (1,780)                 
|Net earnings (Loss)                                     | (2,200)                 
|Earnings (loss) per
    Class A share-basic and diluted |                         
|Weighted average number of                              |                         
|Class A shares outstanding basic (in
    thousands)    | 29,921,981              
|Cash dividends paid on Class A shares                   | -                       

Balance Sheet Data

|                                      | October 31, | January 31,
|------------------------------------- | ----------- | -----------
|                                      | 2007        | 2007       
|                                      |             |            
|Total assets                          | 7,317       | 6,096      
|Shareholders equity                  | 3,970       | 1,065      
|Total interest-bearing
    debt (1)  | 2,296       | 3,631      
|Cash and short-term
    investments   | 967         | 744        

(1)   
Including long-term debt and its current portion, bank advances and loans,
interest bearing portion of directors loan payable, capital lease obligations
and their current portion as well as convertible notes.

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 October 31, 2007

Net Sales

During the second quarter ended October 31, 2007, ICPs consolidated net sales posted a decrease of 9% or $158 thousand to
$1.57 million, down from $1.73 million for the three month period ended October
31, 2006. The reduction in sales in the third quarter of 2007 is due to several
factors. Firstly, stronger demand during the third quarter of fiscal 2006 was
due to, and made up for, the shortage of supply experienced by our customers in
the first quarter of 2006. Secondly, during part of the third quarter of 2007 we
experienced some downtime as we reorganized and increased the size of our North
American sales division as part of our continuing plan to expand the depth of
our OEM and consumer markets. Lastly we undertook this initiative during the
summer months, a traditionally slow period, particularly in Europe, where our
customer base has expanded this year to date compared to last year.

By geographic location, sales in North America accounted for approximately
67% of total sales, Europe 21%, Asia 4%, and Africa 8%.

- 24 -

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Gross Margin

The gross margin decreased by 26% or $133 thousand to $376
thousand for the quarter. The gross profit margin as a percentage of sales
worked out to 24%, compared to 29.4% the previous year. This decrease reflects
an increase in sales of lower margin OEM products and certain sales incentives
allowed during the third quarter.

Operating expenses

Selling and general and administrative expenses increased
to $2.1 million from $1.29 million a year earlier. During the second quarter,
for the first time, the company granted stock options and warrants to employees,
directors and certain consultants as described in further detail in Note 7,
Additional Paid-In Capital in the accompanying Financial Statements. A total of
1,832,500 stock options and 625,000 warrants were issued in the second quarter
and during the third quarter, an additional 200,000 warrants were issued. The
compensation expenses related to these issues recognized in the third quarter
amounted to $790 thousand. Excluding the effects of the compensation expense,
selling, general and administrative expenses remained relatively stable except
for the effects of a reduction of approximately $400 thousand in savings related
to the sale of the UK factory in May, 2007 offset partially by increased
professional fees related to compliance, disclosure and governance as a public
company of $280 thousand. Research and development expenses were $9 thousand in
the third quarter compared to $4 thousand in the corresponding period a year
earlier as the Company continued to concentrate its efforts on commercializing
the results of prior R&D efforts.

Including depreciation of $10 thousand and the loss on
foreign exchange of $60 thousand, operating losses amounted to $1.8
million compared to losses of $884 thousand for the three month period ended
October 31, 2006.

Revenue of $126 thousand representing the accretion of the
discount on the loan receivable related to the sale of the UK factory in May
2007, was recorded in the third quarter. After giving effect to this item and
net interest expense of $80 thousand as well as the accretion expense of
discount on convertible notes of $465 thousand, the net loss for the three month
period ended October 31, 2007 amounted to $2.2 million compared to a net loss of
$970 thousand for the corresponding period a year earlier.

The loss per Class A share - basic and diluted amounted to
$0.07 on a weighted average of 29,921,981 outstanding shares, compared with a
loss per share (basic and diluted) of $0.03 on 29,000,000 shares the previous
year.

Principal Cash Flows for the Three Month Period Ended
October 31, 2007

Operating activities before net change in non-cash
working capital items used cash flows of $852 thousand during the period
compared to $784 thousand a year earlier. Net change in non-cash working capital
items related to operations generated cash flows of $665 thousand for the three
months ended October 31, 2007 compared to a use of cash of $120 thousand for the
third quarter ended October 31, 2006. After net changes in non-cash working
capital balances, operating activities used cash flows of $187 thousand,
compared with a use of cash of $903 thousand for the corresponding period the
previous year.

Financing activities generated cash flows of $640
thousand, primarily as a result of an increase of bank indebtedness of $190
thousand and receipt of $450 thousand from the exercise of warrants. For the
period ended October 31, 2006, financing activities provided cash flows of $1.87
million primarily as a result loans contracted in the amount of $3.5 million and
capital lease obligations of $169 thousand, offset by repayments of bank
indebtedness of $1.2 million, repayment of director loan of $324 thousand and
transaction costs incurred for the reverse takeover in September 2006 of $271
thousand.

Investing activities used cash flows of $6 thousand
principally from a term deposit investment. For the period ended October 31,
2006, investing activities provided cash flows of $106 thousand reflecting net
assets acquired of $67 thousand and net disposition of property and equipment
for $ 39 thousand.

The aggregate cash inflows and outflows for the three month
period ended October 31, 2007 provided net cash flows of $448 thousand compared
to $987 thousand for the same period last year. ICP ended the period with cash of $456 thousand compared to $987 thousand as at October 31, 2006.

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Operating Results for the Nine Months Ended October 31, 2007

Net Sales

During the nine months ended October 31, 2007, ICPs consolidated net sales posted a decrease of 10.5% or $690 thousand to
$5.88 million, down from $6.57 million for the nine month period ended October
31, 2006. The reduction in sales reflects principally events of the second and
part of the third quarter of 2007. Strong demand during the second and third
quarters of fiscal 2006 was due to, and made up for, the shortage of supply
experienced by our customers in the first quarter of 2006. Secondly, during part
of the second and third quarters of 2007 we experienced some downtime as we
reorganized and increased the size of our North American sales division as part
of our continuing plan to expand the depth of our OEM and consumer markets.
Lastly we undertook this initiative during the summer months, a traditionally
slow period, particularly in Europe, where our customer base has expanded this
year to date compared to last year.

By geographic location for the nine months ended October 31,
2007, sales in North America accounted for approximately 64% of total sales,
Europe 26%, Asia 6% and Africa 4%.

Gross Margin

The gross margin increased by 5% or $125 thousand to $2.4
million during the first nine months of fiscal 2007. The gross profit margin as
a percentage of sales worked out to 41.2%, compared to 35% for the nine months
of the previous year. This significant increase reflects initiatives implemented
since the beginning of the fiscal year to tighten controls, streamline
operational procedures and reduce operational costs.

Operating expenses

Selling and general and administrative expenses increased
by approximately 71% to $5.2 million from $3.04 million for the first nine
months a year earlier. During the second quarter ending July 31, 2007, for the
first time, the company granted stock options and warrants to employees,
directors and certain consultants as described in further detail in Note 7,
Additional Paid-In Capital in the accompanying Financial Statements. A total of
1,832,500 stock options and 625,000 warrants were issued. During the third
quarter ended October 31, 2007, an additional 200,000 warrants were issued. The
compensation expenses related to these issues recognized in the second and third
quarters amounted to $1.62 million and accounts for the approximately 75% of the
increase during the nine months ended October 31, 2007 in selling, general, and
administrative expenses. The greater part of the balance of the increase,
amounting to $548 thousand, represents increased professional fees of $550
thousand related to compliance, disclosure and governance as a public company.
Increased sales initiatives including investment in new key personnel amounted
to $450 thousand offset by a decrease of approximately $600 thousand in expenses
relating to the UK factory which was sold in May 2007. Research and development
expenses amounted to $9 thousand in the first nine months compared to $23
thousand for the corresponding period a year earlier as the Company continued to
concentrate its efforts on commercializing the results of prior R&D efforts.

Including depreciation of $100 thousand and the loss on
foreign exchange of $47 thousand, operating losses amounted to $2.95
million compared to losses of $1.1 million for the nine month period ended
October 31, 2006.

As mentioned previously, at the beginning of the quarter
ended July 31, 2007, ICP sold 85% of its factory located in the UK as further
described in note 8, Sale of 85% of shares of ICP UK, in the accompanying
Financial Statements. The sale resulted in a net gain of $2.82 million and was
recorded in the period. Terms of the sale also called for a repayment by the
purchaser in the amount of $3 million of the loans owing to the other related
entities in the ICP group. As the total of these loans amounted to $3.2 million
as of April 30, 2007, a write down of loan receivable of $229 thousand relating
to the sale of the UK factory was recorded and is reflected in the nine month
period ended October 31, 2007. An amount of $619 thousand has been recorded in
the second quarter as a discount on the loan receivable. Revenue of $216
thousand representing the accretion of the discount for the period ended October
31, 2007 is also reflected. After giving effect to these items and net interest
expense of $253 thousand as well as the accretion of discount on convertible
notes of $559 thousand, the net loss for the nine month period ended October 31,
2007 amounted to $1.57 million compared to a net loss of $1.3 million for the
corresponding period a year earlier.

The loss per Class A share - basic and diluted amounted to
$0.05 on a weighted average of 29,310,704 outstanding shares compared with a
loss per share (basic and diluted) of $0.02 on 29,000,000 shares the previous
year.

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Principal Cash Flows for the Nine Month Period Ended October 31, 2007

Operating activities before net change in non-cash
working capital items used cash flows of $1.46 million during the period
compared to $866 thousand a year earlier. Net change in non-cash working capital
items related to operations generated cash flows of $876 thousand for the nine
months ended October 31, 2007 compared to a use of cash of $1.38 million for the
first nine months ended October 31, 2006. After net changes in non-cash working
capital balances, operating activities used net cash flows of $583 thousand,
compared with a use of cash of $2.2 million for the corresponding period the
previous year.

Financing activities for the nine months ended October
31, 2007 generated cash flows of $569 thousand, primarily as a result of
increased bank indebtedness of $173 thousand, repayment of long-term debt of
$188 thousand, repayment of directors loan of $269 thousand, repayment of
government grants of $97 thousand, repayments of obligations under capital lease
of $50 thousand and receipt of $1.0 million from the exercise of warrants. For
the nine months ended October 31, 2006, financing activities from continuing
operations provided cash flows of $3.3 million primarily as a result loans
contracted in the amount of $5.0 million and capital lease obligations of $144
thousand, offset by repayment of bank indebtedness of $1.3 million, repayment of
director loan of $289 thousand and transaction costs incurred for the reverse
takeover in September 2006 of $271 thousand.

Investing activities generated cash flows of $126
thousand principally from the receipt of $150 thousand, representing a portion
of the first installment of $500 thousand on the loan related to the disposition
of the UK factory (the balance amounting to $350 thousand was received in
inventory), purchases of fixed assets of $18 thousand and an increase in term
deposit of $6 thousand.

After also adding the $104 thousand exchange loss on cash
denominated in foreign currency, the aggregate cash inflows and outflows for the
nine month period ended October 31, 2007 generated net cash flows of $218
thousand compared to $987 thousand for the same period last year. ICP ended the
period with cash of $456 thousand, compared to $238 thousand as at
January 31, 2007.

Financial Position as at October 31, 2007

Total assets amounted to $7.3 million as at October 31, 2007,
compared to $6.1 million as at January 31, 2007. Reflected in this increase are
items related to the sale of the factory in the UK, notably, an increase of $2.1
million in loans receivable (net of the unamortized portion of the discount on
the loan of $403 thousand) and a decrease of $448 thousand in property and
equipment. The balance of this $1.5 million increase is explained by the
increase in cash of $218 thousand and decrease in income taxes recoverable of
$574 thousand and an increase of $153 thousand in trade receivables and a
decrease of $34 thousand in inventories.

Working capital totaled $2.9 million as at October 31,
2007 for a current ratio of 2.1:1 compared with working capital of $2.4 million
as at January 31, 2007 for a current ratio of 1.76:1.

The liability component of the convertible notes amounted to
$655 thousand as at October 31, 2007, this 1.1 million decrease from January 31,
2007, reflects the conversion during the third quarter notes in the amount of
$1.65 million at face value. Interest-bearing debt (consisting of
long-term debt and its current portion, convertible notes, bank indebtedness,
and obligations under capital lease) totaled approximately $2.3 million as at
October 31, 2007.

In accordance with its banking agreement, the Company is
required to comply with a tangible net worth test evaluated on a monthly basis.
As at October 31, 2007, the Company was in compliance with this covenant. The
Company is also required to maintain a ratio of total liabilities to tangible
net worth evaluated at the end of each fiscal year. As at January 31, 2007, this
ratio was not achieved. As a result, the Company could be required to repay on
demand all bank indebtedness amounts due ($1.3 million as of October 31, 2007)
under this agreement. The Company has not received any default notice from its
lenders thus far.

Shareholders equity amounted to $3.97 million, compared
to $1.06 million as at January 31, 2007. The increase is attributable to the net
loss for the period of $1.57 million, the exercise of warrants for $450
thousand, the issuance of shares for 2.4 million, the increase in paid-in
capital of $1.63 million related to issuance of stock options and warrants.

Subsequent Events

Warrants

On November 7, 2007, the Company
received $1,000,000 for the exercise of 1,000,000 warrants into 1,000,000 common
shares. The Company issued the shares on November 9, 2007.

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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

ICP had been named defendant in a legal action by a former
employee for an approximate amount of $263,000. On June 15, 2007 this claim has
been resolved for an amount of CAD $25,000.

ICP was audited by governmental authorities for corporate tax
return previously filed for fiscal year 2003 and 2004. The total reassessment
for the Canadian subsidiary amounts to $20,138. The Canadian subsidiary has
sufficient tax losses carry-forwards to offset the amounts payable. The
liability relating to interest and penalties from these reassessments amounted
to $16,281 and have been accrued during the period.

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 nine months ended October 31, 2007,
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 | Description of
    Exhibits                                                                                                                                                                                                                                                                                                                  
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                                                                                                              
|3.1     | Amended Articles of
    Incorporation. (2)                                                                                                                                                                                                                                                                                                   
|3.2     | Bylaws, as amended.
    (7)                                                                                                                                                                                                                                                                                                                  
|4.1     | Form of Share
    Certificate. (1)                                                                                                                                                                                                                                                                                                           
|10.1    | Term Sheet between FC
    Financial Services Inc. (FC) and the stockholders of ICP Solar
    Technologies Inc. (4)                                                                                                                                                                                                                         
|10.2    | Loan Agreement between
    FC and ICP Solar Technologies Inc. (4)                                                                                                                                                                                                                                                                            
|10.3    | Share Pledge Agreement
    dated May 16, 2006 among FC, Sass Peress, Peress Family Trust, Arlene Ades
    and Joel Cohen. (4)                                                                                                                                                                                                                
|10.4    | Limited Recourse
    Guarantee dated May 16, 2006 between Sass Peress, Arlene Ades, Joel Cohen
    and Peress Family Trust in favor of FC. (4)                                                                                                                                                                                               
|10.5    | Promissory Note dated
    May 16, 2006 of ICP Solar Technologies Inc. in favor of FC. (4)                                                                                                                                                                                                                                                    
|10.6    | Amendment 1 to Loan
    Agreement between FC and ICP Solar Technologies Inc dated July 4, 2006. (5)                                                                                                                                                                                                                                          
|10.7    | Limited Recourse
    Guarantee dated July 4, 2006 between Sass Peress, Arlene Ades, Joel Cohen
    and Peress Family Trust in favor of FC. (5)                                                                                                                                                                                               
|10.8    | Promissory Note dated
    July 4, 2006 of ICP Solar Technologies Inc. in favor of FC. (5)                                                                                                                                                                                                                                                    
|10.9    | Form of 8% Convertible
    Note. (6)                                                                                                                                                                                                                                                                                                         
|10.10   | Share Purchase
    Agreement dated September 29, 2006 among FC Financial Services Inc., ICP
    Solar Technologies Inc., Sass Peress, the Peress Family Trust, Arlene Ades,
    Joel Cohen, the Sass Peress Family Trust, Eastern Liquidity Partners Ltd.,
    Taras Chebountchak, Orit Stolyar, and 1260491 Alberta Inc. (8)                
|10.11   | Exchangeable Share
    Support Agreement dated September 29, 2006 among FC Financial Services Inc.,
    1260491 Alberta Inc., Equity Transfer & Trust Company, Sass Peress, the
    Peress Family Trust, Arlene Ades, Joel Cohen, the Sass Peress Family Trust,
    and Eastern Liquidity Partners. (8)                                      
|10.12   | Exchange and Trust
    Voting Agreement dated September 29, 2006 among FC Financial Services Inc.,
    1260491 Alberta Inc., Equity Transfer & Trust Company, Sass Peress, Joel
    Cohen, Arlene Ades, the Sass Peress Family Trust, the Peress Family Trust,
    Eastern Liquidity Partners Ltd., Taras Chebountchak, and Orit Stolyar. (8)
|10.13   | Lease Agreement dated
    March 22, 2006 between 2631-1746 Quebec Inc. and ICP Global Technologies
    Inc.                                                                                                                                                                                                                                  
|10.14   | Lease Agreement dated
    October 10, 2003 among Mardan (Norwich) Limited, ICP Solar Technologies UK
    Limited and ICP Global Technologies Inc.                                                                                                                                                                                            
|10.15   | Employment Agreement
    dated November 6, 2005 between ICP Global Technologies Inc. and Arlene Ades.                                                                                                                                                                                                                                        
|10.16   | Consulting Agreement
    dated November 24, 2004 between ICP Solar Technologies Inc. and Michael Di
    Domenico.                                                                                                                                                                                                                            
|10.17   | Consulting Agreement
    dated March 1, 2006 between ICP Solar Technologies Inc. and 6100864 Canada
    Inc.                                                                                                                                                                                                                                 
|10.18   | Management Agreement
    dated May 23, 2006 between ICP Solar Technologies Inc. and Les Enterprises
    Guy Lever Inc and Management Agreement
    Addendum dated August 23, 2006 between ICP Solar Technologies Inc. and Les
    Enterprises Guy Lever Inc.                                                                                 
|10.19   | Fixed Rate Asset Loan
    dated July 28, 2006 between ICP Solar Technologies Inc. and HSBC Equipment
    Finance (UK) Limited.                                                                                                                                                                                                               
|10.20   | Line of Credit between
    ICP Global Technologies Inc. and Royal Bank of Canada dated May 6, 2005                                                                                                                                                                                                                                           
|10.21   | Binding letter of
    intent between ICP Global Technologies Inc. and Tejas Solares . (9)                                                                                                                                                                                                                                                    
|10.22   | Binding letter of
    intent between ICP Solar Technologies Inc. and Discover Power Inc. (10)                                                                                                                                                                                                                                                
|10.23   | Share Purchase
    Agreement dated May 9, 2007 between ICP Solar Technologies Inc. and ISE
    Solar LLC. (11)                                                                                                                                                                                                                               
|10.24   | Amendment dated May
    10, 2007 to Share Purchase Agreement dated May 9, 2007 between ICP Solar
    Technologies Inc. and ISE Solar LLC. (12)                                                                                                                                                                                               
|10.25   | Share Purchase
    Agreement, dated August 27, 2007, between ICP Solar Technologies Inc. and
    WES Power Technologies Inc.(13)                                                                                                                                                                                                             
|31.1    | Certification of
    Principal Executive Officer and Principal Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                              
|31.2    | Certification of
    Principal Accounting Officer and Principal Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                             
|32.1    | Certification of
    Principal Executive Officer and Principal Financial 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. (3)                                                                                                                                                                                                                                                                                                             
|99.2    | Disclosure Committee
    Charter. (3)                                                                                                                                                                                                                                                                                                        

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|Notes |                                                                                                                                    
|----- | -----------------------------------------------------------------------------------------------------------------------------------
|(1)   | Filed with the SEC as
    an exhibit to our Registration Statement on Form SB-2 originally filed on
    March 11, 2004, as amended.
|(2)   | Filed with the SEC as
    an exhibit to our Current Report on Form 8-K filed on December 1, 2005.                                  
|(3)   | Filed with the SEC as
    an exhibit to our Current Report on Form 8-K filed on February 7, 2006.                                  
|(4)   | Filed with the SEC as
    an exhibit to our Current Report on Form 8-K filed on May 22, 2006.                                      
|(5)   | Filed with the SEC as
    an exhibit to our Current Report on Form 8-K filed on July 11, 2006.                                     
|(6)   | Filed with the SEC as
    an exhibit to our Quarterly Report on Form 10-QSB filed on July 17, 2006.                                
|(7)   | Filed with the SEC as
    an exhibit to our Current Report on Form 8-K filed on September 5, 2006.                                 
|(8)   | Filed with the SEC as
    an exhibit to our Current Report on Form 8-K filed on October 5, 2006.                                   
|(9)   | Filed with the SEC as
    an exhibit to our Current Report on Form 8-K filed on December 20, 2006.                                 
|(10)  | Filed with the SEC as
    an exhibit to our Current Report on Form 8-K filed on January 18, 2007.                                  
|(11)  | Filed with the SEC as
    an exhibit to our Current Report on Form 8-K filed on May 10, 2007.                                      
|(12)  | Filed with the SEC as
    an exhibit to our Current Report on Form 8-K filed on May 16, 2007.                                      
|(13)  | Filed with the SEC as
    an exhibit to our Current Report on Form 8-K filed on August 28, 2007                                    

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