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

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

FORM 10-Q

QQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 
For the quarterly period ended: July 31, 2009

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.(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

Yes Q        
No £

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

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

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

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

Yes £        
No £

APPLICABLE TO CORPORATE ISSUERS:

42,021,174 shares of the issuers common shares, par value $.00001 per share,
were issued and outstanding as of September 14, 2009.

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TABLE OF CONTENTS

|         |                                                                                           |   
|-------- | ----------------------------------------------------------------------------------------- | --
|Item 1.  | Financial Statements                                                                      |   
|         |                                                                                           |   
|         | Consolidated Balance Sheet                                                                | 1 
|         |                                                                                           |   
|         | Statement of Operations and
    Comprehensive Loss                                        | 4 
|         |                                                                                           |   
|         | Statement of Cash Flows                                                                   | 5 
|         |                                                                                           |   
|         | Notes to Financial Statements                                                             | 7 
|         |                                                                                           |   
|Item 2.  | Managements Discussion and Analysis
    of Financial Condition and Results of Operations | 22
|         |                                                                                           |   
|Item 3.  | Controls and Procedures                                                                   | 27
|         |                                                                                           |   
|         | PART II. OTHER INFORMATION                                                                |   
|         |                                                                                           |   
|Item 1.  | Legal Proceedings                                                                         | 27
|         |                                                                                           |   
|Item 1a. | Risk factors                                                                              | 27
|         |                                                                                           |   
|Item 2.  | Unregistered Sales of Equity
    Securities and Use of Proceeds                           | 27
|         |                                                                                           |   
|Item 3.  | Defaults upon Senior Securities                                                           | 27
|         |                                                                                           |   
|Item 4.  | Submission of Matters to a Vote of
    Security Holders                                   | 27
|         |                                                                                           |   
|Item 5.  | Other Information                                                                         | 27
|         |                                                                                           |   
|Item 6.  | Exhibits                                                                                  | 28

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PART I

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited balance sheets of ICP Solar Technologies Inc. as at July 31, 2009 and January 31, 2009, related unaudited statements of operations and comprehensive loss, and cash flows for the three months
and six months ended July 31, 2009 and 2008 have been prepared by management in conformity with accounting principles generally accepted in the United States. In the opinion of management, all adjustments considered necessary for a fair presentation
of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the period ended July 31, 2009, are not necessarily indicative of the results that can be
expected for the fiscal year ending January 31, 2010 or any other subsequent period.





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ICP Solar Technologies Inc.

Consolidated Interim Financial StatementsJuly 31, 2009(Unaudited)(Expressed in U.S. Funds)





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ICP Solar Technologies Inc.

Consolidated Interim Financial StatementsJuly 31, 2009(Unaudited)(Expressed in U.S. Funds)

|Contents                                       |       
|---------------------------------------------- | ------
|Balance Sheet                                  | 1 - 2 
|Statement of Shareholders' Equity              | 3     
|Statement of Operations and Comprehensive Loss | 4     
|Statement of Cash Flows                        | 5-6   
|Notes to Financial Statements                  | 7 - 20



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ICP Solar Technologies Inc.

Consolidated Interim
Balance SheetAs At July 31, 2009(Unaudited)(Expressed in U.S. Funds)

|                                                                                    |   | July 31,  |  |   | January 31, | 
|----------------------------------------------------------------------------------- | - | --------- |  | - | ----------- | 
|                                                                                    |   | 2009      |  |   | 2009        | 
|Assets                                                                              |   |           |  |   |             | 
|Current                                                                             |   |           |  |   |             | 
|Cash                                                                                | $ | 39,066    |  | $ | 193,517     | 
|Accounts
      receivable                                                           |   | 661,243   |  |   | 622,981     | 
|Inventories                                                                         |   | 1,004,288 |  |   | 1,492,808   | 
|Prepaid expenses                                                                    |   | 99,315    |  |   | 12,941      | 
|                                                                                    |   | 1,803,912 |  |   | 2,322,247   | 
|Property and Equipment                                                              |   | 76,152    |  |   | 88,030      | 
|Intangible(net of accumulated
      amortization of $ 82,200 (2009-$53,200)(note 5) |   | 91,914    |  |   | 120,914     | 
|Investment in
      Convertible Debt,net of $967,600 provision                      |   | 1         |  |   | 1           | 
|                                                                                    | $ | 1,971,979 |  | $ | 2,531,192   | 

See accompanying notes



- 1 -

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|                                                                   |   | July 31,    |   |   | January 31, |  
|------------------------------------------------------------------ | - | ----------- | - | - | ----------- | -
|                                                                   |   | 2009        |   |   | 2009        |  
|Liabilities                                                        |   |             |   |   |             |  
|Current                                                            |   |             |   |   |             |  
|Accounts
      payable and accrued liabilities                     |   | 2,053,608   |   |   | 1,648,019   |  
|Put option
      liability                                         |   | 134,397     |   |   | 67,555      |  
|Derivative liability- embedded conversion option(note 6)           |   | 943,186     |   |   | -           |  
|Current portion of
      government grants payable                 |   | 10,565      |   |   | 17,533      |  
|Senior Secured Convertible Debentures, less                        |   |             |   |   |             |  
|unamortized discount of $1,130,985
      (2009-$2,708,934)(note 6) |   | 785,054     |   |   | 171,517     |  
|                                                                   |   | 3,926,810   |   |   | 1,904,624   |  
|Put Warrant(note 6)                                                |   | 13,502,000  |   |   | 3,600,000   |  
|Commitments(note 7)                                                |   |             |   |   |             |  
|Contingency(note 8)                                                |   |             |   |   |             |  
|Shareholders' Deficiency                                           |   |             |   |   |             |  
|Capital Stock(note 9)                                              |   | 413         |   |   | 351         |  
|Additional Paid-In Capital(note 10)                                |   | 17,520,297  |   |   | 16,157,548  |  
|Accumulated Other Comprehensive Loss                               |   | (1,005,625  | ) |   | (1,005,625  | )
|Accumulated Deficit                                                |   | (31,971,916 | ) |   | (18,125,706 | )
|                                                                   |   | (15,456,831 | ) |   | (2,973,432  | )
|                                                                   | $ | 1,971,979   |   | $ | 2,531,192   |  

See accompanying notes

Approved on Behalf of the Board

__________________________________________

__________________________________________





- 2 -

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ICP SolarTechnologies Inc.

Consolidated Interim Statement of Shareholders' EquityFor the Six Month Period Ended
July 31, 2009(Unaudited)(Expressed in U.S.
Funds)

|                                        |  |                     |  |   |         |  |   | Additional    |  |   | Accumulated Other |   |   |               |   |   | Total       |  
|--------------------------------------- |  | ------------------- |  | - | ------- |  | - | ------------- |  | - | ----------------- | - | - | ------------- | - | - | ----------- | -
|                                        |  | Capital
      Stock |  |   | Paid-In |  |   | Comprehensive |  |   | Accumulated       |   |   | Shareholders' |  
|                                        |  | Number              |  |   | Amount  |  |   | Capital       |  |   | Loss              |   |   | Deficit       |   |   | Deficiency  |  
|                                        |  |                     |  |   |         |  |   |               |  |   |                   |   |   |               |   |   |             |  
|Balance - January 31,
      2009        |  | 35,061,995          |  | $ | 351     |  | $ | 16,157,548    |  | $ | (1,005,625        | ) | $ | (18,125,706   | ) | $ | (2,973,432  | )
|Conversion of debentures (note 9)       |  | 4,993,314           |  |   | 50      |  |   | 865,703       |  |   |                   |   |   |               |   |   | 865,753     |  
|New share issuances (note 9)            |  | 1,211,581           |  |   | 12      |  |   | 115,154       |  |   |                   |   |   |               |   |   | 115,166     |  
|Stock-based compensation (note 10)      |  | -                   |  |   | -       |  |   | 347,057       |  |   | -                 |   |   | -             |   |   | 347,057     |  
|Warrants issued (note 10)               |  | -                   |  |   | -       |  |   | 7,537         |  |   | -                 |   |   | -             |   |   | 7,537       |  
|Modification of stock options (note 10) |  | -                   |  |   | -       |  |   | 27,298        |  |   | -                 |   |   | -             |   |   | 27,298      |  
|Prior period adjustment (note
      4)  |  | -                   |  |   | -       |  |   | -             |  |   | -                 |   |   | (804,222      | ) |   | (804,222    | )
|Net
      loss                          |  | -                   |  |   | -       |  |   | -             |  |   | -                 |   |   | (13,041,988   | ) |   | (13,041,988 | )
|Balance - July 31, 2009                 |  | 41,266,890          |  | $ | 413     |  | $ | 17,520,297    |  | $ | (1,005,625        | ) | $ | (31,971,916   | ) | $ | (15,456,831 | )

See accompanying notes





- 3 -

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ICP Solar Technologies Inc.

Consolidated Statement of Operations and Comprehensive Loss

(Unaudited) 
(Expressed in U.S. Funds)

|                                                                              | Month Period |                |   | For the Six-Month
      Period |                     
|----------------------------------------------------------------------------- | ------------ | -------------- | - | ------------------------------ | --------------------
|                                                                              |              | Ended July 31, |   |                                | Ended
      July 31,
|                                                                              |              |                |   |                                |                     
|                                                                              |              | 2009           |   |                                | 2008                
|Net Sales                                                                     | $            | 1,365,952      |   | $                              | 1,946,943           
|Cost of Sales                                                                 |              | 1,008,403      |   |                                | 1,613,901           
|Gross Profit                                                                  |              | 357,549        |   |                                | 333,042             
|Expenses                                                                      |              |                |   |                                |                     
|Selling, general and administrative                                           |              | 806,834        |   |                                | 1,628,344           
|Depreciation                                                                  |              | 20,369         |   |                                | 6,946               
|Research
      and development                                                |              | 14,230         |   |                                | 117,025             
|Foreign exchange loss                                                         |              | 101,393        |   |                                | 7,759               
|                                                                              |              |                |   |                                |                     
|                                                                              |              | 942,826        |   |                                | 1,760,074           
|Operating
      Loss                                                          |              | (585,277       | ) |                                | (1,427,032          
|                                                                              |              |                |   |                                |                     
|Interest expense                                                              |              | (64,461        | ) |                                | (64,308             
|Interest income                                                               |              | -              |   |                                | 851                 
|Forgiveness of loan receivable                                                |              | -              |   |                                | -                   
|Change in fair value of derivative
      liability-embedded conversion option |              | 82,441         |   |                                | -                   
|Accretion of discount on
      convertible notes                              |              | -              |   |                                | (137,573            
|Discount on loan receivable                                                   |              | -              |   |                                | -                   
|Accretion of discount on
      senior secured convertible debentures          |              | (731,031       | ) |                                | (246,914            
|Interest expense on put warrants                                              |              | (5,761,000     | ) |                                | (560,667            
|Accretion of discount on loan
      receivable                                |              | -              |   |                                | 26,367              
|Financing costs                                                               |              | -              |   |                                | (382,761            
|Gain on disposition of subsidiary                                             |              | -              |   |                                | 9                   
|Net Loss Before Income
      Taxes                                            |              | (7,059,328     | ) |                                | (2,792,028          
|Deferred income taxes                                                         |              | -              |   |                                | 850,000             
|Net Loss                                                                      |              | (7,059,328     | ) |                                | (3,642,028          
|                                                                              |              |                |   |                                |                     
|                                                                              |              |                |   |                                |                     
|                                                                              |              |                |   |                                |                     
|                                                                              |              |                |   |                                |                     
|Basic Weighted Average Number of Shares
      Outstanding                     |              | 37,667,640     |   |                                | 33,724,100          
|Basic and Diluted Loss Per Share(note 14)                                     |              | (0.19          | ) |                                | (0.11               

See accompanying notes



- 4 -

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ICP Solar Technologies Inc.

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

|                                                                              |   | For the Three-Month
      Period |   |   | For the Six-Month
      Period |  
|----------------------------------------------------------------------------- | - | -------------------------------- | - | - | ------------------------------ | -
|                                                                              |   | Ended July 31,                   |   |   | Ended July 31,                 |  
|                                                                              |   |                                  |   |   |                                |  
|                                                                              |   | 2009                             |   |   | 2008                           |  
|Funds Provided (Used)                                                         |   |                                  |   |   |                                |  
|Operating Activities                                                          |   |                                  |   |   |                                |  
|Net loss                                                                      | $ | (7,059,328                       | ) | $ | (3,642,028                     | )
|Deferred income taxes                                                         |   | -                                |   |   | 850,000                        |  
|Depreciation                                                                  |   | 20,369                           |   |   | 6,946                          |  
|Foreign exchange loss                                                         |   | 101,393                          |   |   | 7,759                          |  
|Change in fair value of
      derivative liability embedded conversion option |   | (82,441                          | ) |   | -                              |  
|Gain on disposal of
      subsidiary                                          |   | -                                |   |   | (9                             | )
|Forgiveness of loan receivable                                                |   | -                                |   |   | -                              |  
|Stock-based compensation                                                      |   | 66,903                           |   |   | 316,628                        |  
|Warrants
      issued                                                         |   | 3,769                            |   |   | 177,241                        |  
|Modification of warrants                                                      |   | -                                |   |   | -                              |  
|Modification of stock options                                                 |   | 3,900                            |   |   | 24,676                         |  
|Discount on loan
      receivable                                             |   | -                                |   |   | -                              |  
|Interest
      expense on put warrants                                        |   | 5,761,000                        |   |   | 560,667                        |  
|Accretion of discount on
      loan receivable                                |   | -                                |   |   | (26,367                        | )
|Accretion of discount on
      senior secured convertible debenture           |   | 731,031                          |   |   | 246,914                        |  
|Issuance of common shares
      as payment                                    |   | 115,154                          |   |   | -                              |  
|Interest
      expense on senior secured convertible debentures               |   | 60,766                           |   |   | -                              |  
|Accretion of discount on convertible notes                                    |   | -                                |   |   | 137,573                        |  
|                                                                              |   | (277,485                         | ) |   | (1,340,000                     | )
|Changes in non-cash operating elements of working capital                     |   | 403,190                          |   |   | (71,524                        | )
|                                                                              |   | 125,705                          |   |   | (1,411,524                     | )
|Financing Activities                                                          |   |                                  |   |   |                                |  
|Bank indebtedness                                                             |   | -                                |   |   | (1,057,904                     | )
|Senior secured convertible
      debentures                                   |   | -                                |   |   | 3,333,334                      |  
|Discount
      on senior secured convertible debentures                       |   | -                                |   |   | (333,334                       | )
|Repayment of senior
      secured convertible debentures                      |   | (131,075                         | ) |   | -                              |  
|Government
      grants payable                                               |   | (4,105                           | ) |   | (32,255                        | )
|Common shares issued                                                          |   | -                                |   |   | -                              |  
|                                                                              |   | (135,180                         | ) |   | 1,909,841                      |  

See accompanying notes



- 5 -

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ICPSolar Technologies Inc.

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

|                                                  |   | For the Three-Month
      Period |   |   | For the Six-Month |  
|------------------------------------------------- | - | -------------------------------- | - | - | ----------------- | -
|Period                                            |   | Ended July 31,                   |   |   | Ended July 31,    |  
|                                                  |   | 2009                             |   |   | 2008              |  
|Investing
      Activities                        |   |                                  |   |   |                   |  
|Restricted cash                                   |   | -                                |   | $ | (1,145,849        | )
|Additions
      to property and equipment         |   | -                                |   |   | (11,541           | )
|Loan receivable                                   |   | -                                |   |   | 248,007           |  
|Proceeds
      from disposition of subsidiary     |   | -                                |   |   | 10                |  
|Loan receivable employees                         |   | -                                |   |   | (11,367           | )
|Acquisition of WES Power Technology Inc.          |   | -                                |   |   | -                 |  
|Term deposit                                      |   | -                                |   |   | 509,925           |  
|                                                  | $ | -                                |   | $ | (410,815          | )
|                                                  |   |                                  |   |   |                   |  
|Effect of Foreign Exchange
      on Cash Balances |   | -                                |   |   | -                 |  
|Increase (Decrease) in Cash                       |   | (9,475                           | ) |   | 87,502            |  
|Cash, Beginning of
      Period                   |   | 48,541                           |   |   | 20,925            |  
|Cash, End of Period                               | $ | 39,066                           |   | $ | 108,427           |  

See accompanying notes



-6-

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ICP Solar Technologies Inc.

Notes to Consolidated
Interim Financial StatementsJuly 31, 2009(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 Rule 8-03 of
Regulation S-X and is prepared using the same accounting policies as outlined in
note 3 of ICP Solar Technologies Inc. ("ICP Solar") financial statements for the
years ended January 31, 2009 and 2008. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three and six
months ended July 31, 2009 are not necessarily indicative of the results that
may be expected for the year ended January 31, 2010. 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, 2009 and 2008. Management has performed an evaluation of the
companys activities through the date and time these financial statements were
issued on September 18, 2009 and concluded that there are no additional
significant events requiring recognition or disclosure.

|2. | Going Concern
|-- | -------------

These consolidated financial statements
for the quarter ended July 31, 2009, were prepared under the assumption that the
Company will continue operations as a going concern.

The Company has reported a net loss of
$13,041,988 and cash flows from operating activities of $87,339 for the six
months ended July 31, 2009 as well as net losses of $9,285,467, $4,222,738,
$2,626,565 and $1,396,672 and negative cash flows from operating activities of
$1,991,115, $1,380,799, $3,828,787, and $978,067 for the fiscal years ended
January 31, 2009, 2008, 2007 and 2006 respectively. As of July 31, 2009, the
Company had an accumulated deficit of $31,971,916, negative working capital of
$2,122,898 and cash of $39,066. Until and unless the Companys operations
generate significant revenues and cash flow, we will attempt to continue to fund
operations from cash on hand and through the sources of capital described below.
The Companys long-term liquidity is contingent upon achieving sales and
positive cash flows from operating activities, and/or obtaining additional
financing. The most likely sources of financing include private placements of
the Companys equity or debt securities or bridge loans to the Company from
third-party lenders. On April 29, 2009 the Company entered into an agreement
with a financial institution to provide up to $720,000 in financing based on its
accounts receivable.The Company can give no assurances that any
additional capital that it is able to obtain will be sufficient to meet its
needs, or on terms favourable to it. During the fourth quarter of 2009, the
Company significantly reduced overhead expenditures, reduced product costs and
is continually expanding its customer pipeline. Management believes these
factors will contribute toward achieving profitability. Despite these
initiatives however, the Company still requires capital to sustain its existing
operations. The Company may, however, choose to raise additional capital before
January 31, 2010 to fund future development activities or to take advantage of
other strategic opportunities. This could include the securing of funds through
new strategic partnerships and/or the sale of common stock or other securities.
There can be no assurance that such capital will be available to the Company on
favourable terms, or at all. There are a number of risks and uncertainties
related to the Companys attempt to complete a financing or strategic partnering
arrangement that are outside its control. The Company may not be able to obtain
additional

- 7 -

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ICP Solar Technologies Inc.

Notes to Consolidated
Interim Financial StatementsJuly 31, 2009(Unaudited)Expressed in U.S. Funds

|2. | Going Concern (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | financing on terms acceptable to it, or at all. If the
      Company is unsuccessful at obtaining additional financing as needed, it
      may be required to significantly curtail or cease operations. The Company
      will need additional financing thereafter until it achieves profitability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|   | 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. These financial statements do
      not include any adjustments that may result from the outcome of this
      uncertainty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|3. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Recently Issued Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In April 2009, the FASB issued FSP No. FAS 107-1 and APB
      28-1, Interim Disclosures about Fair Value of Financial Instruments.
      This FSP, amends FASB Statement No. 107, Disclosures about Fair Value of
      Financial Instruments, to require disclosures about the fair value of
      financial instruments in interim as well as in annual financial
      statements. This FSP also amends APB Opinion No. 28, Interim Financial
      Reporting, to require those disclosures in summarized financial
      information at interim reporting periods. These standards are effective
      for periods ending after June 15, 2009 with early adoption permitted for
      periods ending after March 15, 2009. The Company is currently evaluating
      the impact of this Statement on its (consolidated) financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In April 2009, the FASB issued FSP FAS 141(R)-1,
      Accounting for Assets Acquired and Liabilities Assumed in a Business
      Combination That Arise from Contingencies, to address some of the
      application issues under SFAS 141(R). The FSP deals with the initial
      recognition and measurement of an asset acquired or a liability assumed in
      a business combination that arises from a contingency provided the asset
      or liabilitys fair value on the date of acquisition can be determined.
      When the fair value cannot be determined, the FSP requires using the
      guidance under SFAS No. 5, Accounting for Contingencies, and FASB
      Interpretation (FIN) No. 14, Reasonable Estimation of the Amount of a
      Loss. The FSP was effective for assets or liabilities arising from
      contingencies in business combinations for which the acquisition date is
      on or after January 1, 2009. The adoption of FSP No. FAS 141 (R)-1 is not
      expected to have a material effect on the Companys financial position or
      results of operations.
      In April 2009, the FASB issued FSP FAS 115-2 and
      FAS 124-2, Recognition and Presentation of Other-Than- Temporary
      Impairments. This FSP amends the other-than-temporary impairment guidance
      in U.S. GAAP for debt securities to make the guidance more operational and
      to improve the presentation and disclosure of other-than- temporary
      impairments on debt and equity securities in the financial statements. The
      FSP does not amend exiting recognition and measurement guidance related to
      other-than-temporary impairments of equity securities. The interpretation
      is effective for interim and annual reporting periods ending after June
      15, 2009, with early adoption permitted for periods ending after March 15,
      2009. Earlier adoption for periods ending before March 15, 2009, is not
      permitted. The adoption of issued FSP No. FAS 115-2 is not expected to
      have a material effect on the Companys financial position or results of
      operations.

- 8 -

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ICP Solar Technologies Inc.

Notes to Consolidated
Interim Financial StatementsJuly 31, 2009(Unaudited)Expressed in U.S. Funds

|3. | Summary of Significant Accounting Policies (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In April 2009, the Securities and Exchange Commissions (SEC) Office of the Chief Accountant and Division of Corporation Finance issued SEC Staff Accounting Bulletin 111 (SAB 111). SAB 111 amends and
replaces SAB Topic 5M, Miscellaneous AccountingOther Than Temporary Impairment of Certain Investments in Equity Securities to reflect FSP FAS 115-2 and FAS 124-2. This FSP provides guidance for assessing whether an impairment of a
debt security is other than temporary, as well as how such impairments are presented and disclosed in the financial statements. The amended SAB Topic 5M maintains the prior staff views related to equity securities but has been amended to exclude
debt securities from its scope. SAB 111 is effective upon the adoption of FSP FAS 115-2 and FAS 124-2. The adoption of issued SAB 111 is not expected to have a material effect on the Companys financial position or results of operations.                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In April 2009, the FASB issued FSP FAS 157-4, "Determining Fair Value When Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly" (FSP 157-4). The
FSP provides guidance on how to determine the fair value of assets and liabilities when the volume and level of activity for the asset/liability has significantly decreased. The FSP also provides guidance on identifying circumstances that indicate a
transaction is not orderly. In addition, the FSP requires disclosure in interim and annual periods of the inputs and valuation techniques used to measure fair value and a discussion of changes in valuation techniques. This FSP shall be effective for
interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively. Early adoption is permitted for periods ending after March 15, 2009. The adoption of issued FSP FAS 157-4 is not expected to have a material effect
on the Companys financial position or results of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In May 2009, the FASB issued FAS 165, "Subsequent Events", which established principles and requirements for subsequent events. The statement details the period after the balance sheet date during which the Company should evaluate
events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which the Company should recognize events or transactions occurring after the balance sheet date in its financial
statements and the required disclosures for such events. This statement is effective for interim or annual reporting periods ending after June 15, 2009. Since FAS 165 at most requires additional disclosures, the Company does not expect the adoption
to have a material impact on its consolidated financial statements.                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In June 2009, the FASB issued FAS 166, "Accounting for Transfers of Financial Assets an amendment of FASB Statement No. 140", which amends the derecognition guidance in FASB Statement No. 140 and eliminates the exemption from
consolidation for qualifying special-purpose entities. This statement is effective for financial asset transfers occurring after the beginning of an entity's first fiscal year that begins after November 15, 2009. The adoption of issued FSP FAS 166
is not expected to have a material effect on the Companys financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In June 2009, the FASB issued FAS 167, "Amendments to FASB Interpretation No. 46(R)", which amends the consolidation guidance applicable to variable interest entities. The amendments will significantly affect the overall
consolidation analysis under FASB Interpretation No. 46(R). This statement is effective as of the beginning of the first fiscal year that begins after November 15, 2009. The adoption of issued FSP FAS 167 is not expected to have a material effect on
the Companys financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

- 9 -

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ICP Solar Technologies Inc.

Notes to Consolidated
Interim Financial StatementsJuly 31, 2009(Unaudited)Expressed in U.S. Funds

|3. | Summary of Significant Accounting
      Policies (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On July 1, 2009, the FASB released the final version of
      its new Accounting Standards Codification (the Codification) as the
      single authoritative source for U.S. generally accepted accounting
      principle (GAAP). The Codification replaces all previous U.S. GAAP
      accounting standards as described in SFAS 168, The FASB Accounting
      Standards Codification and the Hierarchy of Generally Accepted Accounting
      Principles FAS 168. While not intended to change U.S. GAAP, the
      Codification significantly changes the way in which the accounting
      literature is organized. It is structured by accounting topic to help
      accountants and auditors more quickly identify the guidance that applies
      to a specific accounting issue. The Company will apply the Codification to
      the first quarter fiscal 2010 interim financial statements. The adoption
      of the Codification will not have an effect on the Companys financial
      position and results of operations. However, because the Codification
      completely replaces existing standards, it will affect the way U.S. GAAP
      is referenced by FactSet in its consolidated financial statements and
      accounting policies.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4. | Adoption of New Accounting
      Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Fair Value Measurements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | SFAS 157 is effective for financial assets and
      liabilities in fiscal years beginning after November 15, 2007, and for
      non-financial assets and liabilities in fiscal years beginning after
      November 15, 2008. The Company adopted SFAS 157 for financial assets and
      liabilities in the first quarter of fiscal 2009 with no material impact to
      the consolidated financial statements. The Company adopted SFAS for
      non-financial assets and liabilities in the first quarter of fiscal 2010
      with no material impact on the consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | SFAS No. 157 applies to all assets and liabilities that
      are being measured and reported on a fair value basis. SFAS No. 157
      requires new disclosure that establishes a framework for measuring fair
      value in GAAP, and expands disclosure about fair value measurements. This
      statement enables the reader of the financial statements to assess the
      inputs used to develop those measurements by establishing a hierarchy for
      ranking the quality and reliability of the information used to determine
      fair values. The statement requires that assets and liabilities carried at
      fair value be classified and disclosed in one of the following three
      categories:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Level 1:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Level 2:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Level 3:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In determining the appropriate levels, the Company
      performs a detailed analysis of the assets and liabilities that are
      subject to SFAS No. 157. At each reporting period, all assets and
      liabilities for which the fair value measurement is based on significant
      unobservable inputs are classified as Level 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

- 10 -

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ICP Solar Technologies Inc.

Notes to Consolidated
Interim Financial StatementsJuly 31, 2009(Unaudited)Expressed in U.S. Funds

|4. | Adoption of New Accounting Standards
    (contd)                                                                                                                                                                                                                                                                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   | Fair Value of Financial Instruments                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   | The table below presents the carrying value and fair
      value of Companys financial instruments. The disclosure excludes
      leases.                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   | The fair value represents managements best estimates
      based on a range of methodologies and assumptions. The carrying value of
      receivables and payables arising in the ordinary course of business,  and the government grants payables approximate fair value
      because of the relatively short period of time between their origination
      and expected realization.

| |                                                       |   | July 31, 2009 |  |   | January 31, 2009 | 
| | ----------------------------------------------------- | - | ------------- |  | - | ---------------- | 
| |                                                       |   | Carrying      |  |   | Estimated        | 
| |                                                       |   | Value         |  |   | Fair Value       | 
| |                                                       |   |               |  |   |                  | 
| | Financial assets                                      |   |               |  |   |                  | 
| | Cash                                                  | $ | 39,066        |  | $ | 39,066           | 
| | Accounts
      receivables                            |   | 661,243       |  |   | 661,243          | 
| |                                                       |   |               |  |   |                  | 
| | Financial liabilities                                 |   |               |  |   |                  | 
| |                                                       |   |               |  |   |                  | 
| | Accounts
      payable and accrued liabilities        |   | 2,053,608     |  |   | 2,053,608        | 
| | Government grants payable                             |   | 14,670        |  |   | 14,670           | 
| | Convertible debentures                                |   | 785,054       |  |   | 1,916,039        | 
| | Put warrants                                          |   | 13,502,000    |  |   | 13,502,000       | 
| | Put option
      liability                            |   | 134,397       |  |   | 134,397          | 
| | Derivative
      liability-embedded conversion option |   | 943,186       |  |   | 943,186          | 

- 11 -

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ICP Solar Technologies Inc.

Notes to Consolidated
Interim Financial StatementsJuly 31, 2009(Unaudited)Expressed in U.S. Funds

|4. | Adoption of New Accounting Standards
    (Cont'd)
|-- | -------------------------------------------------

| |                            |  | Fair Value Measurement at July 31, 2009
      Using | 
| | -------------------------- |  | --------------------------------------------------- | 
| |                            |  | Quoted Prices in                                    | 
| |                            |  | Active Markets                                      | 
| |                            |  | For Identical                                       | 
| |                            |  | Assets                                              | 
| | Description                |  | (Level 1)                                           | 
| |                            |  |                                                     | 
| |                            |  |                                                     | 
| | Put warrants               |  |                                                     | 
| | Put option liability       |  |                                                     | 
| | Embedded conversion option |  |                                                     | 

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

The convertible debentures use
significant unobservable inputs and thus are shown as Level 3 hierarchy items.
The fair value of the convertible debenture is calculated by discounting the
stream of future payments of interest and principal at the prevailing market
rate for a similar liability that does not have an associated equity component.
Results of discounted cash flow calculations may be adjusted, as appropriate, to
reflect other market conditions or the perceived changes in credit risk of the
borrower. Put warrants were valued using the binomial method. The embedded
conversion option was valued using the Black-Scholes model.

Put option liability was recorded as
the value of the exercise price multiplied by the number of put options.

Embedded Conversion Option

In February 2009, the Company adopted
Emerging Issues Task Force (EITF) Issue No. 07-5,Determining Whether an
Instrument (or Embedded Feature) is Indexed to an Entitys Own Stock (EITF
07-5) effective January 1, 2009. The adoption of EITF 07-5s requirements can
affect the accounting for warrants and many convertible instruments with
provisions that protect holders from a decline in the stock price (or
down-round provisions). Warrants and convertible instruments with such
provisions will no longer be recorded in equity. The Company evaluated whether
the conversion feature in its senior secured convertible debentures contain
provisions that protect holders from declines in the stock price or otherwise
could result in modification of the exercise price and/or shares to be issued
under the respective agreements based on a variable that is not an input to the
fair value of a fixed-for-fixed option. The Company determined that the embedded
conversion option in the senior secured convertible debentures issued contained
such provisions.

In accordance with EITF 07-5, the
Company, beginning on February 1, 2009, recognizes the embedded contingent
conversion option as liabilities at its fair values on each reporting date. The
cumulative effect of $804,222 was recognized as an adjustment to the opening
balance of accumulated deficit at January 1, 2009.

- 12 -

---

ICP Solar Technologies Inc.

Notes to Consolidated
Interim Financial StatementsJuly 31, 2009(Unaudited)Expressed in U.S. Funds

|5. | Acquisition of WES Power Technology Inc.
      (WES)                                                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                             
|   | On March 5, 2008, the Company acquired all the issued and
      outstanding shares of WES.                                                                                                  
|   |                                                                                                                                                                                             
|   | The excess consideration of $174,114 paid over the
      purchase price is accounted for as an intangible asset and is being
      amortized over a 3 year period.                          
|   |                                                                                                                                                                                             
|   | Following is a table which represents the pro-forma
      consolidated statement of operations as if the acquisition of WES Power
      Technology Inc. had taken place on February 1,
2008.

Pro-forma Consolidated Statement of
Operations 
Wes Technology Acquisition

Three month Period Ended 
July 31,
2009

| |          |   | ICP Solar         |   |   | Wes Power       |   |   |            |  
| | -------- | - | ----------------- | - | - | --------------- | - | - | ---------- | -
| |          |   | Technologies Inc. |   |   | Technology Inc. |   |   | Total      |  
| |          |   |                   |   |   |                 |   |   |            |  
| | Sales    | $ | 1,365,952         |   | $ | -               |   | $ | 1,365,952  |  
| | Expenses |   | 8,419,123         |   |   | 6,157           |   |   | 8,425,280  |  
| | Net Loss | $ | (7,053,171        | ) | $ | (6,157          | ) | $ | (7,059,328 | )

Three- month Period Year Ended 
July 31,
2008

| |          |   | ICP Solar         |   |   | Wes Power       |   |   |            |  
| | -------- | - | ----------------- | - | - | --------------- | - | - | ---------- | -
| |          |   | Technologies Inc. |   |   | Technology Inc. |   |   | Total      |  
| |          |   |                   |   |   |                 |   |   |            |  
| | Sales    | $ | 1,946,943         |   | $ | -               |   | $ | 1,946,943  |  
| | Expenses |   | 5,580,333         |   |   | 8,638           |   |   | 5,588,971  |  
| | Net Loss | $ | (3,633,390        | ) | $ | ( 8,638         | ) | $ | (3,642,028 | )

- 13 -

---

ICP Solar Technologies Inc.

Notes to Consolidated
Interim Financial StatementsJuly 31, 2009(Unaudited)Expressed in U.S. Funds

|6. | Senior Secured Convertible Debentures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On May 1, the Company adjusted the exercise price on its
      Series A, B and C warrants that were issued to the Senior Secured
      Convertible Debenture holders and as a result granted additional warrants
      as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | - 13,333,332 Series A warrants from $0.25/share to
      $0.14/share therefore increasing the total number of outstanding Series A
      warrants to 23,809,521.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | - 26,666,664 Series B warrants from $0.25/share to
      $0.14/share therefore increasing the total number of outstanding Series B
      warrants to 47,619,043.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | - 13,333,332 Series C warrants from $0.50/share to
      $0.14/share therefore increasing the total number of outstanding Series C
      warrants to 47,619,043.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | During the second quarter of 2010 3,482,989 common shares
      (see note 9) were issued on conversion of approximately $488,000 of senior
      secured convertible debenture (SSCD) and accrued interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | For the quarter ended July 31, 2009, approximately
      $61,000 (2009-$49,000) of interest has been accrued, and $731,000 (2009-
      $247,000)of the discount on the debt has been accreted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company had agreed to remit to the holders 10% of its
      weekly collections commencing on February 1, 2009 until May 31, 2009 and
      any and all monthly receipts on the Loan Receivable (from Epod) until the
      SSCD have been repaid in full. During the current quarter approximately
      $131,000 has been repaid respecting these remittances. Beginning on June
      1, 2009 the company was to make thirteen equal monthly repayments of
      approximately $147,000. At September 14, 2009 the Company has not
      commenced capital repayments and has deferred payment on the missed
      installments until maturity, June 13, 2010.                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | It shall constitute an event of default if the Companys
      revenues for the fiscal quarter ended July 31, 2009 are less than
      $2,000,000 or the Companys EBITDA for the fiscal quarter ended July 31,
      2009 is less than ($125,000) or if the Companys accounts payable balance
      shall have exceeded $1,750,000 at any time until maturity or if the
      Company breaches any term or condition of the Amendment Agreement of
      December 31, 2008 The Company is in default of the revenues and EBITDA for
      the fiscal quarter ended July 31,2009, the accounts payable balance as
      well as the capital repayment requirement above and has obtained a waiver
      from the senior secured convertible debenture holders for all defaults.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Substantially all of the assets of the Company have been
      pledged as security.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Registration Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In connection with the issuance of the SSCD, the Company
      is required to file a Registration Statement to register the shares
      issuable upon exercise of the additional warrants. The Company will be
      obligated to pay the holders of the SSCD certain liquidation damages in
      the event the shares are not registered by July 31, 2009. Liquidation
      damages would amount to 2% of the aggregate purchase price paid by the
      debenture holders. The Company has filed its Registration Statement on
      July 30, 2009.                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Put Warrant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | During the second quarter of 2010, the Company has
      recognized $5,761,000 (2009- $506,667) as interest on put warrants and at
      July 31, 2009 a liability of $13,502,000 has been recorded. This liability
      exists due to a requirement for the Company, in the event of a major
      transaction, to repurchase the 119,047,607 warrants held by the SSCD                                                                                                                                                                                                                                                                                                                                                                                                       

- 14 -

---

ICP Solar Technologies Inc.

Notes to Consolidated
Interim Financial StatementsJuly 31, 2009(Unaudited)Expressed in U.S. Funds

|6. | Senior Secured Convertible Debentures                                                                                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                  
|   | holders at July 31, 2009. The Company estimates that it
      is unlikely that any such major transaction will be occurring now or in
      the foreseeable future. If no such transaction occurs before the expiry of
      the warrants on June 13, 2014 the liability shown at that time will be
      written off and recognized into income.
|   |                                                                                                                                                                                                                                                                                                                                                  
|   | The Binomial Valuation Model was used to calculate the
      fair value of the warrants. The underlying assumptions included in the
      Binomial Valuation Model to value the warrants at July 31, 2009 were as
      follows:                                                                                                                 

| | Series A, B and C
      Warrants: |           
| | --------------------------------- | ----------
| |                                   |           
| | Exercise Price                    | $0.14     
| | Expected volatility               | 156.45%   
| | Early exercise Factor             | 1.84 years
| | Contractual life                  | 5.0 years 
| | Risk-free interest rate           | 2.53 %    
| | Dividend yield                    | Nil       
| | Fair value of warrants            | $0.11     

|   | Derivative Liability- Embedded Conversion
      Feature                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Upon the adoption of EITF 07-5 on February 1, 2009 (see
      Note 4), the Company determined the conversion option within the senior
      secured convertible debentures to be an embedded derivative which was
      required to be bifurcated and shown as a derivative liability subject to
      mark-to-market adjustment each period. The fair value of the contingent
      conversion option on January 31, 2009, was determined by using the
      Black-Scholes model assuming a stock price of $0.14, a risk free interest
      rate of 0.51%, volatility of 150.25% and an expected life of 1.33 years,
      which is equal to the remaining contractual life of the debt resulting in
      a fair value of $804, 222 on January 31, 2009. The fair value of the
      contingent conversion option at July 31, 2009, was determined by using the
      Black-Scholes model assuming a stock price of $0.13, a risk free interest
      rate of 0.48%, volatility of 156.45% and an expected life of 0.92 years,
      which is equal to the remaining contractual life of the debt resulting in
      a fair value of $943,186.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|7. | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company leases its premises at $5,750 per quarter
      exclusive of occupancy and escalation charges, under an operating lease,
      expiring in 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | In accordance with a royalty agreement terminating in
      2012, the Company is committed to quarterly minimum advertising
      expenditures and royalty fees of $32,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | On June 1, 2009 the Company entered into a licensing
      agreement whereby the company would be required to make the following
      minimum guarantee royalty payments over a three year term:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | For the period June 1, 2009- September 30, 2010, $50,000
      ($16,650 payable June 1, 2009, $16,675 payable on December 1, 2009,
      $16,675 payable on June 1, 2010)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

- 15 -

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ICP Solar Technologies Inc.

Notes to Consolidated
Interim Financial StatementsJuly 31, 2009(Unaudited)Expressed in U.S. Funds

|7. | Commitments (contd)                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | For the period October 1, 2010 to September 30, 2011,
      $200,000 ( $50,000 payable in four equal installments each calendar
      quarter except first payment payable on September 1, 2010)                                                                                                                                                                                                                             
|   | For the period October 1, 2011 to September 30, 2012,
      $350,000 ( $87,500 payable in four equal installments each calendar
      quarter except first payment payable on September 1, 2011).                                                                                                                                                                                                                            
|   | This royalty may be renewed for an additional by mutual
      agreement and provided the Company pays $600,000 minimum royalty guarantee
      of the initial three year term. The minimum guarantee royalty payments of
      the renewal term are as follows:                                                                                                                                                              
|   | For the period October 1, 2011 to September 30, 2012,
      $400,000.                                                                                                                                                                                                                                                                                                                                                        
|   | For the period October 1, 2012 to September 30, 2013,
      $450,000.                                                                                                                                                                                                                                                                                                                                                        
|   | For the period October 1, 2013 to September 30, 2014,
      $500,000.                                                                                                                                                                                                                                                                                                                                                        
|   | All minimum guarantee royalty shall be paid in equal
      parts, calendar quarterly, with the first payment due September 1 of each
      respective year.                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|8. | Contingency                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company is involved in litigations and claims which
      arise from time to time in the normal course of business amounting to
      approximately $700,000. The Company has recorded a liability of $464,000.
      In the opinion of management, any additional liabilities that may arise
      from such contingencies would not have a significant adverse effect on the
      financial statements of the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                              
|9. | Capital Stock                                                                                                                                                                                                                                                                                                                                                                                                                

| |                                                                   |   | July 31, |  |   | January 31, | 
| | ----------------------------------------------------------------- | - | -------- |  | - | ----------- | 
| |                                                                   |   | 2009     |  |   | 2009        | 
| | Authorized without limit as to number -                           |   |          |  |   |             | 
| | 200,000,000 common shares authorized, $0.00001 par value          |   |          |  |   |             | 
| | 100,000,000 preferred shares authorized,
      $0.00001 par value |   |          |  |   |             | 
| | Issued -                                                          |   |          |  |   |             | 
| | 41,306,890 (2009 - 35,061,995) common shares                      | $ | 413      |  | $ | 351         | 

- 16 -

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ICP Solar Technologies Inc.

Notes to Consolidated
Interim Financial StatementsJuly 31, 2009(Unaudited)Expressed in U.S. Funds

|9. | Capital Stock (contd)
|-- | ----------------------

During the period the Company filed a
Certificate of Amendment increasing its authorized number of common shares from
100,000,000 to 200,000,000.

On May 11, 2009, the Company issued
348,000 common shares as professional fees paid to a director of approximately
$49,000.

On May 12, 2009, the Company issued
552,576 common shares on conversion of approximately $78,000 of Senior Secured
Convertible Debenture and accrued interest thereon.

On May 13, 2009, the Company issued
463,581 common shares to a director as consideration of approximately $60,000 to
apply against accounts payable.

On May 22, 2009, the Company issued
178,571 common shares on conversion of approximately $25,000 of Senior Secured
Convertible Debenture and accrued interest thereon.

On May 27, 2009 the Company issued
400,000 common shares to the Chief Executive Officer as redemption for 400,000
Class A Exchangeable shares in 1260491 Alberta Inc. relating to the September
29, 2006 share exchange agreement between the Company and ICP Solar Holdings
Inc.

On June 8, 2009, the Company issued
916,781 common shares on conversion of approximately $128,000 of Senior Secured
Convertible Debenture and accrued interest thereon.

On June 16, 2009, the Company issued
178,571 common shares on conversion of approximately $25,000 of Senior Secured
Convertible Debenture and accrued interest thereon.

On June 18, 2009, the Company issued
40,000 common shares as compensation of $5,200 in professional fees to a third
party.

On July 2, 2009, the Company issued
1,259,240 common shares on conversion of approximately $176,000 of Senior
Secured Convertible Debenture and accrued interest thereon.

On July 21, 2009, the Company issued
178,571 common shares on conversion of approximately $25,000 of Senior Secured
Convertible Debenture and accrued interest thereon.

On July 23, 2009, the Company issued
218,678 common shares on conversion of approximately $31,000 of Senior Secured
Convertible Debenture and accrued interest thereon.

- 17 -

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ICP Solar Technologies Inc.

Notes to Consolidated
Interim Financial StatementsJuly 31, 2009(Unaudited)Expressed in U.S. Funds

|10. | Additional Paid-In Capital                                                                                                                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                            
|    | Stock Options                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                            
|    | During the second quarter of 2010, the Company recognized
      the following stock based compensation expense: -$45,697 (2009 - $289,195)
      for stock options granted in fiscal 2008. As at July 31, 2009, the Company
      has $nil (2009 - $862,238) of unrecognized stock-based compensation for
      this grant.
|    |                                                                                                                                                                                                                                                                                                                            
|    | -$3,900 (2009 -$24,676) for the February 14, 2008
      modification of exercise price to $0.50 and $nil (2009-$74,099) will be
      expensed over the remaining vesting period.                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                            
|    | -$1,387 (2009-$24,616) for February 14, 2008 grants, and
      $3,005 (2009-$12,424), will be expensed over the remaining vesting
      period.                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                            
|    | -$2,818 (2009-$2,818) for May 6, 2008 grants, and $8,453
      (2009-$19,724), will be expensed over the remaining vesting
  period.                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                            
|    | -$1,790 (2009-$nil) for stock options granted in the
      quarter ended April 30, 2009, and $11,572 will be expensed over the
      remaining vesting period.                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                            
|    | -$15,211 (2009-$nil) for stock options granted in
      December 2008 , and $35,261 will be expensed over the remaining vesting
      period. The fair value was determined by the Black Scholes model using the
      following weighted average assumptions:                                                             

| | Expected volatility                          | 155%      
| | -------------------------------------------- | ----------
| | Expected life                                | 5.75 years
| | Risk-free interest rate                      | 1.8 %     
| | Dividend yield                               | Nil       
| |                                              |           
| | Weighted average
      fair value of options | $0.12     

- 18 -

---

ICP Solar Technologies Inc.

Notes to Consolidated
Interim Financial StatementsJuly 31, 2009(Unaudited)Expressed in U.S. Funds

|10. | Additional Paid-In Capital (Cont'd)                              
|--- | -----------------------------------------------------------------
|    |                                                                  
|    | The following summarizes the Plan position for
      the quarter:

| |                                                |           | Weighted      
| | ---------------------------------------------- | --------- | --------------
| |                                                |           | Average       
| |                                                | Options   | Exercise Price
| |                                                |           |               
| | Balance  April 30, 2009                       | 1,790,000 | $ 0.44        
| | Forfeitures                                    | 65,000    | 0.25          
| | Balance -
      July 31, 2009                  | 1,725,000 | 0.44          
| | Options that can be exercised at July 31, 2009 | 1,292,500 | $ 0.49        

Warrants

During the second quarter of 2010, the
Company recognized the following consulting expense:

-$3,769 (2009-$3,769) for the February
27, 2008 grant, $35,175 (2009-$54,019) will be expensed over the remaining
vesting period.

During the second quarter of 2010 the
Company recognized as stock based compensation expense:

-$ nil (2009-$50,700) for the February
14, 2008 modification of exercise price for the 3,000,000 remaining outstanding
warrants granted in 2006.

-$nil (2009- $173,472) for the warrants
granted June 20, 2008.

-$nil (2009-$110,000) for the February
14, 2008 modification on the 625,000 warrants issued on May 18,2007.

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

| |                                    |  |             |  |   | Weighted       | 
| | ---------------------------------- |  | ----------- |  | - | -------------- | 
| |                                    |  |             |  |   | Average        | 
| |                                    |  |             |  |   | Exercise Price | 
| |                                    |  |             |  |   |                | 
| | Outstanding, as at April 30, 2009* |  | 54,948,328  |  | $ | 0.33           | 
| |                                    |  |             |  |   |                | 
| | Transactions during the period:    |  |             |  |   |                | 
| | Issued                             |  | 65,714,279  |  |   | 0.14           | 
| | Exercised                          |  | -           |  |   | -              | 
| | Expired                            |  | -           |  |   | -              | 
| | Outstanding, as at July 31, 2009   |  | 120,662,607 |  | $ | 0.15           | 

Note that the weighted average exercise
price on 53,333,328 outstanding warrants was adjusted from $0.31 to $0.14 on
June 22, 2009 see Note 6.

- 19 -

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ICP Solar Technologies Inc.

Notes to Consolidated
Interim Financial StatementsJuly 31, 2009(Unaudited)Expressed in U.S. Funds

|10. | Additional Paid-In Capital (Cont'd)                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------
|    |                                                                                                                 
|    | The following table provides additional information with
      respect to outstanding warrants at July 31,
2009:

| |                         |  |               |  |  |             |  |   | Weighted       | 
| | ----------------------- |  | ------------- |  |  | ----------- |  | - | -------------- | 
| |                         |  |               |  |  | Number of   |  |   | Average        | 
| | Grant
      Date        |  | Expiry Date   |  |  | Warrants    |  |   | Exercise Price | 
| | May 18, 2007            |  | May 2012      |  |  | 100,000     |  | $ | 0.50           | 
| | August 21, 2007         |  | August 2009   |  |  | 250,000     |  |   | 1.80           | 
| | October 25, 2007        |  | October 2009  |  |  | 200,000     |  |   | 1.00           | 
| | February 27, 2008       |  | February 2013 |  |  | 335,000     |  |   | 0.50           | 
| | March 5, 2008           |  | March 2013    |  |  | 250,000     |  |   | 0.50           | 
| | June 13, 2008 (note 6)  |  | June 2014     |  |  | 119,047,607 |  |   | 0.14           | 
| | June 20, 2008           |  | June 2010     |  |  | 480,000     |  |   | 0.50           | 
| | Balance  July 31, 2009 |  |               |  |  | 120,662,607 |  | $ | 0.15           | 

|    | The aggregate intrinsic value of the outstanding and
      exercisable warrants as at July 31, 2009 amounted to $nil.                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                          
|11. | Loss per Share                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                          
|    | Basic loss per share is calculated based on the weighted
      average number of shares outstanding during the year. The warrants, share-
      based compensation and Senior Secured Convertible Debentures have been
      excluded from the calculation of diluted loss per share since they are
      anti- dilutive.

- 20 -

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ICP Solar Technologies Inc.

Notes to Consolidated
Interim Financial StatementsJuly 31, 2009(Unaudited)Expressed in U.S. Funds

|12. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Included in selling, general and administrative expenses are approximately $38,000 (2009 - $208,000) for the second quarter of 2010 for options granted to the CEO, CFO, and directors under the 2006 Stock Option Plan.                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | During the quarter the Company incurred consulting fees of approximately $ 14,000 (2009- $12,000) to a company in which the director is a shareholder.                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The above related party transactions have been measured at the exchange amount which is the amount of the consideration established and agreed to by the related parties.                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|13. | Subsequent Events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | On August 5, 2009 a Senior Secured Convertible Debenture Holder converted approximately $25,000 at a conversion price of $0.14 for 178,571 common shares.                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | On August 20, 2009 a Senior Secured Convertible Debenture Holder converted $25,000 at a conversion price of $0.14 for 178,571 common shares.                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | On August 31, 2009 a Senior Secured Convertible Debenture Holder converted approximately $50,000 at a conversion price of $0.14 for 357,142 common shares.                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | In order to obtain the
  waiver mentioned in Note 6 the Company has agreed to the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | - Effective September 14, 2009, the
  Company has adjusted the conversion price on the outstanding senior secured
  convertible debentures from $0.14 per share to $0.10 per share.                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | - In the event that the Company issues equity
  securities or securities that are convertible or exchangeable into equity
  securities and if immediately following such an offering the sum of the senior
  secured debenture holders' ("the holders") fully diluted common share holdings
  are now less than 70% of the Company's total fully diluted common shares, the
  Company shall issue to the holders, a number of warrants that will bring the
  holders' fully diluted common shares back to 70% of the Company's total fully
  diluted common shares.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|14. | Comparative Figures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Certain reclassifications of 2008 amounts have been made to
facilitate comparison with the current year.                                                                                                                                                                                                                                                                                                                                                                                                                                                           

- 21 -

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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 10K Annual Report for the period ended January 31, 2009, which are incorporated herein by reference.
Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as may, will,
should, expect, plan, intend, anticipate, believe, estimate, predict, potential or continue, the negative of such terms or other
comparable terminology. The Companys actual and future results could therefore differ materially from those indicated or underlying these forward-looking statements.

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

The following information should be read in conjunction with the unaudited consolidated financial statements for the three month and six month period ended July 31, 2009 and 2008 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

No accounting changes were adopted during fiscal 2009 and 2008 and the first six months ended July 31, 2009.

- 22 -

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Overview

Company Background

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

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

Our plan of operation for the next twelve months is to enhance our marketing, product development and sales channel efforts. We plan to expand our current distribution depth within the markets of North America, Europe, Australia and Japan for our
consumer goods segment through the marketing of our internal brand sunsei® and iSun®, as well as licensed brands, Coleman® and Energizer®. We have recently launched our next generation metering products for both grid and off-grid RE
applications.

Our immediate goals are to bring to market the new line of Energizer® and iSun® products, as well as to expand the Sunsei® and Coleman® ranges further into the recreational channels which we serve. The sunsei® Greenmeter has
begun shipping and is receiving positive reviews in initial testing sites.. 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 brands 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.

Going Concern

These consolidated financial statements for the quarter ended July 31, 2009, were prepared under the assumption that the Company will continue operations as a going concern.

The Company has reported a net loss of $13,041,988 and cash flows from operating activities of $87,339 for the six months ended July 31, 2009 as well as net losses of $9,285,467, $4,222,738, $2,626,565 and $1,396,672 and
negative cash flows from operating activities of $1,991,115, $1,380,799, $3,828,787, and $978,067 for the fiscal years ended January 31, 2009, 2008, 2007 and 2006 respectively. As of July 31, 2009, the Company had an accumulated
deficit of $31,971,916, negative working capital of $2,122,898 and cash of $39,066. Until and unless the Companys operations generate significant revenues and cash flow, we will attempt to continue to fund operations from cash on
hand and through the sources of capital described below. The Companys long-term liquidity is contingent upon achieving sales and positive cash flows from operating activities, and/or obtaining additional financing. The most likely sources of
financing include private placements of the Companys equity or debt securities or bridge loans to the Company from third-party lenders. On April 29, 2009 the Company entered into an agreement with a financial institution to provide up to
$720,000 in financing based on its accounts receivable. The Company can give no assurances that any additional capital that it is able to obtain will be sufficient to meet its needs, or on terms favourable to it. During the fourth quarter of
2009, the Company significantly reduced overhead expenditures, reduced product costs and is continually expanding its customer pipeline. Management believes these factors will contribute toward achieving profitability. Despite these initiatives
however, the Company still requires capital to sustain its existing operations. The Company may, however, choose to raise additional capital before January 31, 2010 to fund future development activities or to take advantage of other strategic
opportunities. This could include the securing of funds through new strategic partnerships and/or the sale of common stock or other securities. There can be no assurance that such capital will be available to the Company on favourable terms, or at
all. There are a number of risks and uncertainties related to the Companys attempt to complete a financing or strategic partnering arrangement that are outside its control. The Company may not be able to obtain additional financing on terms
acceptable to it, or at all. If the Company is unsuccessful at obtaining additional financing as needed, it may be required to significantly curtail or cease operations. The Company will need additional financing thereafter until it achieves
profitability. 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. These financial statements do not include any adjustments that
may result from the outcome of this uncertainty.

- 23 -

---

Seasonality

ICPs business is subject to certain seasonal cycles. The company has recently announced a range of pocketable devices which it believes will balance out the seasonality due to the high gift nature, yet does not expect to see effects from
revenues until Q3 fiscal 2011 (calendar 2010).

Operating Results for the Three Month Period Ended July 31, 2009

Note : Certain reclassifications of 2008 amounts have been made to facilitate comparison with the current year.(see Note 14 in accompanying financial statements)

Net Sales

During the second quarter ended July 31, 2009 ICPs consolidated net sales posted a decrease of 30% or $581 thousand to $1.37 million, down from $1.95 million for the three month period ended July 31, 2008. The Company
underestimated product demand based on the poor worldwide economy this quarter which left the Company low on inventory and unable to fulfill orders. Furthermore the Company changed its overseas suppliers which worsened its inventory supply situation
temporarily. The Company addressed this by stabilizing its supply chain and increasing lead times with customers.

By geographic location, sales in North America accounted for approximately 79% of total sales, Europe 20%, and Asia/Pacific 1%.

Gross Margin

The gross margin increased by 8% or $25 thousand from $333 thousand to $358 thousand for the quarter. Lower sales would have resulted in a $99 thousand decrease in margin. We therefore had a $124 thousand improvement in margin.
The gross profit margin as a percentage of sales worked out to 26%, compared to 17% the previous year an increase of 9%. This improvement was in spite of the Company having to air freight product in to meet customer demand and rush delivery to
customers. The additional air freight cost this quarter was approximately $82 thousand. The impact on gross-margin was 6%.Taking this in consideration gross-margin actually increased by 15% as a result of lower product costs due to the changes
made in the supply chain explained above.

Operating expenses

Selling and general and administrative expenses decreased by 50% or $822 thousand from $1.63 million to $807 thousand. Stock based compensation was $444 less this quarter at approximately $75 thousand. Other reductions in
SG&A were employee salaries by $157 thousand, selling and marketing by $65 thousand, professional fees by $90 thousand, and other overhead charges by $66 thousand.

Research and development expenses were $14 thousand for the quarter compared to $117 thousand in the corresponding period a year earlier, as the Company focused on commercializing its R&D efforts of the prior year.

Including depreciation of $20 thousand and foreign exchange loss of $101 thousand, operating losses amounted to $585 thousand compared to losses of $1.43 million for the three month period ended July 31, 2008.

Net interest expense for the quarter remained at $64 thousand. There was a decrease in the value of the derivative liability embedded conversion option which resulted in income of $82 thousand this quarter. The amortization of the discount
on Senior Secured Convertible Debentures (see note 6 in Notes to Financial Statements) this quarter was $731 thousand compared to $247 thousand last years quarter. The warrants included with these debentures resulted in a $5.76
million charge this quarter versus $561 thousand last years quarter. This was because the number of outstanding warrants increased from approximately 20 million at July 31, 2008 to 120 million at July 31, 2009. The exercise price was
reduced for all warrants to $0.14 cents per share. For the same period last year the company recorded accretion of discount of convertible notes of $138 thousand, income on accretion of loan receivable of $26 thousand, financing costs of
$383 thousand, and deferred income taxes of $850 thousand. After giving effect to these items, the net loss for the three month period ended July 31, 2009 amounted to $7.06 million compared to a net loss of $3.6 million for
the corresponding period a year earlier.

The loss per Class A share - basic and diluted amounted to $0.19 on a weighted average of 37,667,640 outstanding shares for the quarter, compared with a loss per share (basic and diluted) of $0.11 on 33,724,100 shares the previous year.

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Principal Cash Flows for the Three Month Period Ended July 31, 2009

Operating activities before net change in non-cash working capital items used cash flows of $277 thousand during the period compared to $1.34 million a year earlier. Net change in non-cash working capital items related to operations
generated a source of cash flows in the amount of $403 thousand for the three months ended July 31, 2009 compared to a use of cash of $71 thousand for the second quarter ended July 31, 2008. After net changes in non-cash working capital
balances, operating activities generated net cash flows of $126 thousand, compared with a use of cash of $1.41 million for the corresponding period the previous year.

Financing activitiesfor the second quarter used cash flows of $135 thousand compared to a $1.9 million source of cash in the prior years quarter. This years decrease in cash flows came from a repayment of the Senior
Secured Convertible Debentures of $131 thousand and repayment of government grants of $4 thousand

Investing activities for the second quarter ended July 31, 2009 was nil compared to the prior years quarters use of cash of $411 thousand.

The aggregate cash inflows and outflows for the three month period ended July 31, 2009 saw a decrease in net cash flows of $9 thousand compared to an increase of $88 thousand for the same period last year. ICP ended the period with cash of $39 thousand, down $69 thousand from $108 thousand as at July 31, 2008.

Operating Results for the fist Six Months Ended July 31, 2009

Net Sales

During the six months ended July 31, 2009, ICPs consolidated net sales posted a decrease of 27% or $1.03 million to $2.81 million, down from $3.84 million for the six month period ended July 31, 2008. This difference can be
partly explained by the loss of approximately $213 thousand in OEM business. The company also has $158 thousand more in returns this period compared to last from prior sales. These returns usually come in the fourth quarter but we saw them
in Q1 and Q2 of the current period instead. In addition the Company lost business due to the global economic crisis. Retailers chose to take a conservative position and rather than buy inventory for the summer season chose to sell existing stock or
wait until consumer demand increased. The Company was also left with low inventory on a few high demand items. The Company also underestimated strong product demand the second quarter based on the low first quarter and the still slow worldwide
economy which left the Company low on inventory and unable to fulfill many orders that did come in. Furthermore the Company changed its overseas suppliers which worsened its inventory supply situation temporarily. The Company addressed this by
stabilizing its supply chain and increasing lead times with customers.

By geographic location for the first six months ended July 31, 2009, sales in North America accounted for approximately 79% of total sales, Europe 20%, Asia /Pacific 1%

Gross Margin

The gross margin decreased by 30% or $293 thousand to $695 thousand during the first six months of fiscal 2009. Out of this decrease $267 thousand was a result of lower sales. The remaining $26 thousand difference was due to the
reasons set out below. This decrease reflects the company having to air freight product in to meet customer demand and rush delivery to customers resulting in an incremental cost this period of approximately $82 thousand having a 3 % impact on
margin. The company also has $158 thousand more in returns this period which had about a 6 % impact on margin. The gross profit margin as a percentage of sales was still stable despite of this at 25%, compared to 26% for the first six months of
the previous year. This is because the company now has lower product costs through changes to the supply chain.

Operating expenses

Selling and general and administrative expenses for the six month period ended July 31, 2009 decreased to $1.74 million from $3.17 million a year earlier. This decrease of 45% or $1.4 million is explained by a $768 thousand
reduction in stock based compensation, (a non-cash charge), from approximately $1.1 million for the six month period ended July 31, 2008 to $382 thousand for the current six month period ended July 31, 2009. General and administrative costs
decreased by $406 thousand, $156 thousand in salary and benefits, $182 thousand in professional fees, and the remaining $68 thousand made up of overhead. Selling costs decreased by $239 thousand including $121 thousand
reduction in salaries, $43 thousand in travel and the remaining $75 thousand in selling and marketing costs due to lower sales.

Research and development expenses were $56 thousand for the quarter compared to $155 thousand in the corresponding period a year earlier, as the Company focused on commercializing its R&D efforts of the prior year.

Including depreciation of $41 thousand and the foreign exchange loss of $139 thousand, operating losses improved to $1.28 million compared to losses of $2.367 million for the six month period ended July 31, 2008.

Net interest expense for the period increased by $41 thousand to $142 thousand compared to $101 thousand in the same period last year due to the interest on Senior Secured Convertible Debentures being payable for only for 2 months in
fiscal 2009 versus 6 months in fiscal 2010. There was an increase in the value of the derivative liability embedded conversion option which resulted in a charge of $139 thousand this period. The amortization of the discount on Senior Secured
Convertible Debentures (see note 6 in Notes to Financial Statements) this period was $1.58 million compared to $247 thousand last years quarter. The warrants included with these debentures resulted in a $9.90 million charge this
period versus
$561 thousand last years comparative. This was because the number of outstanding warrants increased from approximately 20 million at July 31, 2008 to 120 million at July 31, 2009. The exercise price was reduced for all warrants to
$0.14 cents per share. For the same period last year the company recorded accretion of discount of convertible notes of $167 thousand, forgiveness of loan receivable of $89 thousand, income on accretion of loan receivable of $35
thousand, interest income of $5.6 thousand, financing costs of $383 thousand, and deferred income taxes of $850 thousand. After giving effect to these items, the net loss for the six month period ended July 31, 2009 amounted to
$13.04 million compared to a net loss of $4.55 million for the corresponding period a year earlier.

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The loss per Class A share - basic and diluted amounted to $0.35 on a weighted average of 37,667,640 outstanding shares compared with a loss per share (basic and diluted) of $0.13 on 33,724,100 shares the previous year.

Principal Cash Flows for the Six Month Period Ended July 31, 2009

Operating activities before net change in non-cash working capital items used cash flows of $610 thousand during the period compared to $1.61 million a year earlier. Net change in non-cash working capital items related to operations
generated cash flows of $698 thousand for the six months ended July 31, 2009 compared to $182 thousand for the first six months ended July 31, 2008. After net changes in non-cash working capital balances, operating activities generated net
cash flows of $87 thousand, compared with a use of cash of $1.43 million for the corresponding period the previous year.

Financing activities for the six months ended July 31, 2009 used cash flows of $242 thousand compared to a 1.96 million source for the prior years period. This years decrease in cash came from a repayment of Senior Secured
Convertible Debentures of $234 thousand and repayment of government grants of $7 thousand.

Investing activities for the six month period ended July 31, 2009 was nil compared to the prior years periods use of cash of $440 thousand.

The aggregate cash inflows and outflows for the six month period ended July 31, 2009 used cash flows of $155 thousand compared to a cash source of $87 thousand for the same period last year. ICP ended the period with cash of $39.1
thousand down from $108.4 thousand as at July 31, 2008.

Financial Position as at July 31, 2009

Total assets amounted to $1.97 million as at July 31, 2009, compared to $2.53 million as at January 31, 2009. This decrease is primarily due to a reduction of inventories of $489 thousand.

Working capital deficiency totaled $2.12 million as at July 31, 2009 for a current ratio of 0.46:1 compared with working capital of $417 thousand as at January 31, 2009 for a current ratio of 1.22:1. The working capital deficit is due
to increases in accounts payable, senior secured convertible debentures and the derivative liability-embedded conversion option totaling 2.02 million and a reduction in current assets of $518 thousand. Considering the accumulated losses to date
and the increase in total debt, the Company was not in compliance with certain ratios contained in the covenants related to its senior secured convertible debenture agreements but has obtained the necessary waivers from its lenders.

Capital resources and liquidity:The Company will meet its cash requirements on a short term basis through cash generated by operations along with the funding provided by the financing agreement entered into in the first quarter of fiscal
2010. On a long-term basis the company will be looking to raise additional capital by securing financing or issuing common shares.

Liabilities: Put Warrants were $13.5 million at July 31, 2009 compared to $3.6 million at January 31, 2009. (See note 6 to the accompanying financial statements).

Shareholders deficiency amounted to $15.5 million at July 31, 2009, compared to $2.9 million as at January 31, 2009. The decrease is attributable to the net loss for the period of $13.04 million, prior period adjustment of
($804.22) thousand and the increase in paid-in capital of $1.36 million related to issuance of stock options and warrants.

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ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q. Based on that evaluation, our principal executive officer and principal financial officer have concluded that, as of that date, that the Company's disclosure
controls and procedures cannot be relied upon to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required or to ensure
that information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Therefore controls and procedures were not effective for the quarter ended July 31, 2009.

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.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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

The Company has been issued a claim by a supplier for approximately $522,000 for services performed plus interest, the Company has recorded a liability of $464,000.

Item 1A. RISK FACTORS

There have been no material changes to the risk factors contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 31, 2009

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

This Item is not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

This Item is not applicable.

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

No matter was submitted during the first quarter ended July 31, 2009, to a vote of security holders, through the solicitation of proxies or otherwise.

ITEM 5. OTHER INFORMATION

This Item is not applicable.

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ITEM 6. EXHIBITS

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

|(1) | Filed with the SEC as an exhibit to our Current Report on Form 8-K
      filed on December 1, 2005.  
|--- | -----------------------------------------------------------------------------------------------------
|(2) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on September 5, 2006. 
|(3) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on June 17, 2008.     
|(4) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on February 7, 2006.  
|(5) | Filed with the SEC as an exhibit to our Registration
      Statement on Form S-1 filed July 15, 2008.

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SIGNATURES

Pursuant to the requirements of
Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|Date: September 18, 2009 | ICP SOLAR TECHNOLOGIES INC.                         
|------------------------ | ----------------------------------------------------
|                         |                                                     
|                         | BY:/s/
    Sass Peress                              
|                         | Sass Peress, President,
    Chief Executive Officer,
|                         | Director                                            
|                         | (Principal Executive
    Officer)                   





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