---

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

FORM 10-QSB

(Mark One) [ X ]Quarterly Report Under Section 13 Or 15(d) Of The Securities Exchange
  Act Of 1934

For the quarterly period ended August 31, 2006

[ ] Transition Report Under Section 13 Or 15(d) Of The Securities
  Exchange Act Of 1934

For the transition period ________ to ________

COMMISSION FILE NUMBER000-51790

FC FINANCIAL SERVICES INC.
  
  (Exact name of small business issuer as specified in its charter)

|NEVADA                                                         | 98-040339                        
|-------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)

110 Jardin Drive, Suite 13 Concord, Ontario, Canada L4K 2T
  7 (Address of principal executive offices)

(905) 761-1096
  (Issuer's telephone number)

Not Applicable(Former name, former address and former fiscal year, if changed since last
  report)

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

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

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of October 3,
2006, the Registrant had 29,000,000 shares of common stock issued and
outstanding.

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

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B, and, therefore, do not include all information and footnotes necessary for a complete
presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. 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 nine months ended August 31, 2006 are not necessarily indicative of the results that can be
expected for the year ending November 30, 2006.

As used in this Quarterly Report, the terms "we, "us, "our, the Company and FC mean FC Financial Services Inc. unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars
unless otherwise stated.

2

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FC FINANCIAL SERVICES, INC.(A Development Stage Company)



FINANCIAL STATEMENTS

|Balance Sheets                    | F-1
|--------------------------------- | ---
|                                  |    
|Statements of Operations          | F-2
|                                  |    
|Statements of Cash Flows          | F-3
|                                  |    
|Notes to the Financial Statements | F-4

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|FC FINANCIAL SERVICES,
      INC.
|---------------------------------
|(A Development Stage Company)    
|BALANCE SHEETS                   
|(Expressed in U.S.
      dollars)

|                                                                            |  | August 31,  |   |  | November 30, |  
|--------------------------------------------------------------------------- |  | ----------- | - |  | ------------ | -
|                                                                            |  | 2006        |   |  | 2005         |  
|                                                                            |  | $           |   |  | $            |  
|                                                                            |  | (unaudited) |   |  |              |  
|ASSETS                                                                      |  |             |   |  |              |  
|Current Assets                                                              |  |             |   |  |              |  
|Cash                                                                        |  | 3,490,593   |   |  | 49,963       |  
|Prepaid expenses                                                            |  | 29,384      |   |  |             |  
|Loan receivable (Note 3)                                                    |  | 1,537,260   |   |  |             |  
|Total Current Assets                                                        |  | 5,057,237   |   |  | 49,963       |  
|Property and Equipment (Note 4)                                             |  | 5,022       |   |  | 6,241        |  
|TOTAL ASSETS                                                                |  | 5,062,259   |   |  | 56,204       |  
|                                                                            |  |             |   |  |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                        |  |             |   |  |              |  
|Current Liabilities                                                         |  |             |   |  |              |  
|Accrued
      liabilities                                                   |  | 34,696      |   |  | 8,805        |  
|Total Current Liabilities                                                   |  | 34,696      |   |  | 8,805        |  
|Convertible Notes,
      less unamortized discount of $2,355,622 (Note 5)   |  | 144,378     |   |  |             |  
|TOTAL LIABILITIES                                                           |  | 179,074     |   |  | 8,805        |  
|                                                                            |  |             |   |  |              |  
|Commitments and Contingencies (Note 1)                                      |  |             |   |  |              |  
|Subsequent Event (Note 9)                                                   |  |             |   |  |              |  
|STOCKHOLDERS' EQUITY                                                        |  |             |   |  |              |  
|Common Stock                                                                |  |             |   |  |              |  
|100,000,000 shares authorized,
      $0.00001 par value,                    |  |             |   |  |              |  
|33,222,750 and 30,722,750 shares issued
      and outstanding, respectively |  | 332         |   |  | 307          |  
|Additional Paid-in Capital                                                  |  | 5,114,143   |   |  | 114,198      |  
|Donated Capital (Notes 6(a) and (b))                                        |  | 48,300      |   |  | 27,600       |  
|Deficit Accumulated During the Development Stage                            |  | (279,590    | ) |  | (94,706      | )
|Total Stockholders'
      Equity                                            |  | 4,883,185   |   |  | 47,399       |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                  |  | 5,062,259   |   |  | 56,204       |  

(The Accompanying Notes are an Integral Part of These Financial
  Statements)

F-1

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|FC FINANCIAL SERVICES,
      INC.
|---------------------------------
|(A Development Stage Company)    
|STATEMENTS OF OPERATIONS         
|(Expressed in U.S. dollars)      
|(unaudited)                      

Accumulated fromNovember 19,2003 (Date of
      
      
      Three months
      
      
      Three months
      
      
      Nine months
      
      
      Nine monthsInception) to
      
      
      ended
      
      
      ended
      
      
      ended
      
      
      endedAugust 31,
      
      
      August 31,
      
      
      August 31,
      
      
      August 31,
      
      
      August 31,2006
      
      
      2006
      
      
      2005
      
      
      2006
      
      
      2005$
      
      
      $
      
      
      $
      
      
      $
      
      
      $REVENUE
      
      
      
      
      
      
      
      
      
      
      
      
      
      EXPENSESAmortization
      
      2,031
      
      
      406
      
      
      609
      
      
      1,219
      
      
      609Consulting (Note 6(a))
      
      42,000
      
      
      6,000
      
      
      6,000
      
      
      18,000
      
      
      18,000General and administrative
      
      92,573
      
      
      11,777
      
      
      6,875
      
      
      23,858
      
      
      36,253Total Expenses
      
      136,604
      
      
      18,183
      
      
      13,484
      
      
      43,077
      
      
      54,862Net Loss Before Other Income(Expense)
      
      (136,604
      )
      
      (18,183
      )
      
      (13,484
      )
      
      (43,077
      )
      
      (54,862
      )OTHER INCOME (EXPENSE)Accretion of discount onconvertible notes
      
      (144,378
      )
      
      (144,378
      )
      
      
      
      
      (144,378
      )
      
      Interest expense
      
      (35,875
      )
      
      (34,696
      )
      
      
      
      
      (34,696
      )
      
      (413
      )Interest income
      
      37,267
      
      
      33,151
      
      
      7
      
      
      37,267
      
      
      15Total Other Income (Expense)
      
      (142,986
      )
      
      (145,923
      )
      
      7
      
      
      (141,807
      )
      
      (398
      )NET LOSS
      
      (279,590
      )
      
      (164,106
      )
      
      (13,477
      )
      
      (184,884
      )
      
      (55,260
      )Net Loss Per Share  Basic andDiluted
      
      
      
      
      (0.01
      )
      
      
      
      
      (0.01
      )
      
      Weighted Average Number ofShares Outstanding
      
      
      
      
      33,000,000
      
      
      30,723,000
      
      
      31,597,000
      
      
      28,384,000


(The Accompanying Notes are an Integral Part of These Financial
  Statements)

F-2

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|FC FINANCIAL SERVICES,
      INC.
|---------------------------------
|(A Development Stage Company)    
|STATEMENTS OF CASH FLOWS         
|(Expressed in U.S. dollars)      
|(unaudited)                      

|                                                                      |  | Nine months |   |  | Nine months |  
|--------------------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                                      |  | ended       |   |  | ended       |  
|                                                                      |  | August 31,  |   |  | August 31,  |  
|                                                                      |  | 2006        |   |  | 2005        |  
|                                                                      |  | $           |   |  | $           |  
|OPERATING ACTIVITIES                                                  |  |             |   |  |             |  
|Net loss                                                              |  | (184,884    | ) |  | (55,260     | )
|Adjustments to reconcile net loss to net
      cash used in operating |  |             |   |  |             |  
|activities                                                            |  |             |   |  |             |  
|Amortization                                                          |  | 1,219       |   |  | 609         |  
|Accretion
      of discount on convertible notes                      |  | 144,378     |   |  |            |  
|Accrued interest on
      loan receivable                             |  | (37,260     | ) |  |            |  
|Donated
      services and rent                                       |  | 20,700      |   |  | 20,700      |  
|Changes in operating assets and liabilities                           |  |             |   |  |             |  
|Prepaid
      expenses                                                |  | (29,384     | ) |  |            |  
|Accrued liabilities                                                   |  | 25,891      |   |  | 4,851       |  
|Net Cash Used In Operating Activities                                 |  | (59,340     | ) |  | (29,100     | )
|INVESTING ACTIVITIES                                                  |  |             |   |  |             |  
|Advances to ICP Solar Technologies
      Inc.                         |  | (1,500,000  | ) |  |            |  
|Acquisition
      of property and equipment                           |  |            |   |  | (7,053      | )
|Net Cash Used In Investing Activities                                 |  | (1,500,000  | ) |  | (7,053      | )
|FINANCING ACTIVITIES                                                  |  |             |   |  |             |  
|Proceeds from issuance
      of common stock                          |  | 2,499,970   |   |  | 114,455     |  
|Proceeds from issuance of convertible notes                           |  | 2,500,000   |   |  |            |  
|Repayment of shareholders loans                                      |  |            |   |  | (22,573     | )
|Net Cash Provided
      By Financing Activities                       |  | 4,999,970   |   |  | 91,882      |  
|INCREASE IN CASH                                                      |  | 3,440,630   |   |  | 55,729      |  
|CASH, BEGINNING OF
      PERIOD                                       |  | 49,963      |   |  | 32          |  
|CASH, END OF PERIOD                                                   |  | 3,490,593   |   |  | 55,761      |  
|                                                                      |  |             |   |  |             |  
|Supplemental Disclosures:                                             |  |             |   |  |             |  
|Cash paid for interest                                                |  |            |   |  | 413         |  
|Cash paid for taxes                                                   |  |            |   |  |            |  

(The Accompanying Notes are an Integral Part of These Financial
  Statements)

F-3

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|FC FINANCIAL SERVICES,
      INC.       
|----------------------------------------
|(A Development Stage Company)           
|NOTES TO FINANCIAL STATEMENTS           
|FOR THE SIX MONTHS ENDED AUGUST 31, 2006
|(Expressed in U.S. dollars)             
|(unaudited)                             

|1. | NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | FC Financial Services, Inc. (the Company)
        was incorporated in the State of Nevada on November 19, 2003, where it
        maintains a statutory registered agent's office. The Companys principal
        executive office is located in Ontario, Canada. The Company intends to
        initiate operations in Canada, and is not subject to any deadlines to
        obtain U.S. licenses in order to begin operations. The Company is a Development
        Stage Company as defined by Statement of Financial Accounting Standard
        (SFAS) No. 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | In May 2006, the Directors approved a private placement
        financing of 5,000,000 units at $1.00 per unit to raise up to $5,000,000,
        pursuant to Regulation S of the Securities Act of 1933. Each unit consists
        of one share and one share purchase warrant entitling the holder to purchase
        one share of the Company at a price of $1.00 per share during the period
        ending eighteen months from the date of issue. The Company issued 2,500,000
        units for gross proceeds of $2,500,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Also in May 2006, the Company signed a term sheet to
        purchase all of the issued shares of ICP Solar Technologies Inc. (ICP),
        which is engaged in the manufacture and distribution of solar power products,
        in consideration for 20,000,000 shares in the Company. The acquisition
        of all of the outstanding shares of ICP was affected through its wholly-owned
        subsidiary, 1260491 Alberta Inc. (Exchangeco). Concurrent
        with the closing of the acquisition, the holders of 24,222,750 restricted
        shares of the Company have agreed to surrender those shares for cancellation.
        On May 16, 2006, the Company advanced a $1,000,000 bridge loan to ICP,
        which bears interest at 10% per annum and increased the bridge loan to
        $1,500,000 on July 4, 2006. The agreement with ICP was completed on September
        29, 2006.                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Pursuant to the agreement, the Company intends to change
        its name to that of ICP and assume and execute ICP's renewable energy
        business plan as its sole business. Subject to completion of all required
        regulatory filings, the Company also intends to take such steps as may
        be necessary, to appoint the senior management of ICP to the Board of
        Directors of the Company. In consideration for all of the outstanding
        shares of ICP: (i) Exchangeco issued 20,000,000 of its Class A exchangeable
        shares to the stockholders of ICP, with each exchangeable share being
        exchangeable into a corresponding share of the Company's common stock
        on the terms and subject to the conditions set out in the Share Purchase
        Agreement; and (ii) the principal shareholders of the Company caused 4,222,750
        of their shares to be cancelled and transferred 20,000,000 of their shares
        to a trustee nominated by the ICP stockholders, to be cancelled as each
        exchangeable share is exchanged for a share of the Company's common stock
        by the ICP stockholders.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company is listed on the Over-the-Counter Bulletin
        Board under the symbol FCFN.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | These financial statements have been prepared in accordance
        with generally accepted accounting principles applicable to a going concern,
        which contemplates the realization of assets and the satisfaction of liabilities
        and commitments in the normal course of business. As of August 31, 2006,
        the Company had not recognized any operating revenues and had accumulated
        losses of $279,590 since inception. The Companys ability to continue
        as a going concern is contingent upon the successful completion of the
        acquisition of ICP and its ability to achieve and maintain profitable
        operations. There is no assurance that any such activity will generate
        funds that will be available for operations. These financial statements
        do not include any adjustments to the recoverability and classification
        of liabilities that might be necessary should the Company be unable to
        continue as a going concern. These factors raise substantial doubt regarding
        the Companys ability to continue as a going concern.                                         

F-4

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|FC FINANCIAL SERVICES,
      INC.       
|----------------------------------------
|(A Development Stage Company)           
|NOTES TO FINANCIAL STATEMENTS           
|FOR THE SIX MONTHS ENDED AUGUST 31, 2006
|(Expressed in U.S. dollars)             
|(unaudited)                             

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------
|   |                                           
|   | (a)                                       
|   |                                           
|   |                                           
|   |                                           
|   | (b)                                       
|   |                                           
|   |                                           
|   |                                           
|   | (c)                                       
|   |                                           
|   |                                           
|   |                                           
|   | (d)                                       
|   |                                           
|   |                                           
|   |                                           
|   | (e)                                       
|   |                                           
|   |                                           
|   |                                           
|   | (f)                                       
|   |                                           
|   |                                           

Computers
      3 yearsFurniture and fixtures
      5 years


| | (g) | Financial Instruments                                                                                                                                                                        
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                              
| |     | The fair values of cash, loan receivable, and accrued
        liabilities approximate their carrying values due to the immediate or
        short-term nature of these financial instruments.

F-5

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|FC FINANCIAL SERVICES,
      INC.       
|----------------------------------------
|(A Development Stage Company)           
|NOTES TO FINANCIAL STATEMENTS           
|FOR THE SIX MONTHS ENDED AUGUST 31, 2006
|(Expressed in U.S. dollars)             
|(unaudited)                             

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | (h)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (i)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (j)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (k)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (l)                                                           
|   |                                                               
|   |                                                               

F-6

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|FC FINANCIAL SERVICES,
      INC.       
|----------------------------------------
|(A Development Stage Company)           
|NOTES TO FINANCIAL STATEMENTS           
|FOR THE SIX MONTHS ENDED AUGUST 31, 2006
|(Expressed in U.S. dollars)             
|(unaudited)                             

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (continued)                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                            
|   | (m)                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                            
|   | (n)                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                            
|   | (o)                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                            
|3. | LOAN RECEIVABLE                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                            
|   | The loan to ICP is secured by personal guarantees
        of the ICP shareholders, bearing interest at 10% per annum, and is due
        on the earlier of November 8, 2006 or ninety days following the closing
        of the Company’s acquisition of ICP. As at August 31, 2006, accrued
        interest of $37,260 has been recorded.

F-7

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|FC FINANCIAL SERVICES,
      INC.       
|----------------------------------------
|(A Development Stage Company)           
|NOTES TO FINANCIAL STATEMENTS           
|FOR THE SIX MONTHS ENDED AUGUST 31, 2006
|(Expressed in U.S. dollars)             
|(unaudited)                             

|4. | PROPERTY AND EQUIPMENT
|-- | ----------------------

| |                        |  |       |  |  |              |  |  | August 31,   |  |  | November 30, | 
| | ---------------------- |  | ----- |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |                        |  |       |  |  |              |  |  | 2006         |  |  | 2005         | 
| |                        |  |       |  |  | Accumulated  |  |  | Net Carrying |  |  | Net Carrying | 
| |                        |  | Cost  |  |  | Amortization |  |  | Value        |  |  | Value        | 
| |                        |  | $     |  |  | $            |  |  | $            |  |  | $            | 
| |                        |  |       |  |  |              |  |  |              |  |  |              | 
| | Computer hardware      |  | 1,603 |  |  | 668          |  |  | 935          |  |  | 1,336        | 
| | Furniture and fixtures |  | 5,450 |  |  | 1,363        |  |  | 4,087        |  |  | 4,905        | 
| |                        |  |       |  |  |              |  |  |              |  |  |              | 
| |                        |  | 7,053 |  |  | 2,031        |  |  | 5,022        |  |  | 6,241        | 

|5. | CONVERTIBLE NOTES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On June 27, 2006 and July 3, 2006, the Company
        entered into securities purchase agreements with three investors pursuant
        to which the investors purchased 8% convertible notes with a total principal
        amount of $2,500,000 and share purchase warrants to purchase 2,500,000
        shares of the Company’s common stock, exercisable at a price of
        $1.00 per share for the eighteen month period following the closing date.
      The total convertible notes of $2,500,000 are due and
        payable on June 30, 2009. The principal on these convertible notes may
        be converted into shares of the Company’s common stock at a rate
        of $1.00 per share, at the option of the holder. The investor has contractually
        agreed to restrict the ability to convert the convertible debentures to
        an amount which would not exceed the difference between the number of
        shares of common stock beneficially owned by the holder or issuable upon
        exercise of the warrant held by such holder and 4.99% of the outstanding
        shares of common stock of the Company. The securities were issued in private
        placement transactions pursuant to Regulation S under the Securities Act
        of 1933, as amended. The Company must file an SB-2 Registration Statement
        registering the resale of shares of the Company’s common stock issuable
        upon conversion of these convertible notes and exercise of the warrants
        within six months and one day after the closing date (the “Filing
        Deadline”). If the Registration Statement is not declared effective
        by the SEC on or prior to the Filing Deadline, the Company will incur
        liquidated damages equal to 1/30th of 2% of the aggregate purchase price
        paid to the Company by the investors. The Company will pay any liquidated
        damages in arrears on a weekly basis on the last business day of each
        month. If the Company fails to pay any liquidated damages in full within
        seven days after the date payable, the Company will pay interest thereon
        at a rate of 10% per annum.
      In accordance with EITF 98-5 “*Accounting for
        Convertible Securities with Beneficial Conversion Features or Contingently
        Adjustable Conversion Ratios*”, the Company recognized the value
        of the embedded beneficial conversion feature of $1,153,895 as additional
        paid-in capital and an equivalent discount which will be expensed over
        the term of the convertible notes. In addition, in accordance with EITF
        00-27 “*Application of Issue No. 98-5 to Certain Convertible
        Instruments*”, the Company has allocated the proceeds of issuance
        between the convertible notes and the detachable warrants based on their
        relative fair values. Accordingly, the Company recognized the fair value
        of the detachable warrants of $1,346,105 as additional paid-in capital
        and an equivalent discount against the convertible notes. The Company
        will record interest expense over the term of the remaining convertible
        notes of $2,500,000 resulting from the difference between the stated value
        and carrying value at the date of issuance. To August 31, 2006, accrued
        interest of $34,696 has been included in accrued liabilities, and $144,378
        has been accreted increasing the carrying value of the convertible debentures
        to $144,378.
      The Company may, at its option, elect to pay the interest
        by the issuance of shares of common stock. The number of shares is to
        be determined by dividing the amount of the interest payment by the number
        which is 90% of the average market price of the Company’s common
        shares for the ten trading days immediately prior to the interest payment
        date

F-8

---

|FC FINANCIAL SERVICES,
      INC.       
|----------------------------------------
|(A Development Stage Company)           
|NOTES TO FINANCIAL STATEMENTS           
|FOR THE SIX MONTHS ENDED AUGUST 31, 2006
|(Expressed in U.S. dollars)             
|(unaudited)                             

|6. | RELATED PARTY TRANSACTIONS                                                      
|-- | --------------------------------------------------------------------------------
|   |                                                                                 
|   | (a)                                                                             
|   |                                                                                 
|   | (b)                                                                             
|   |                                                                                 
|7. | COMMON STOCK                                                                    
|   |                                                                                 
|   | (a)                                                                             
|   |                                                                                 
|   | (b)                                                                             
|   |                                                                                 
|8. | SHARE PURCHASE WARRANTS                                                         
|   |                                                                                 
|   | The following table summarizes the continuity
        of the Companys warrants:

| |                                |  |           |  |   | Weighted       | 
| | ------------------------------ |  | --------- |  | - | -------------- | 
| |                                |  | Number of |  |   | Average        | 
| |                                |  | Warrants  |  |   | Exercise Price | 
| |                                |  |           |  |   |                | 
| | Balance, November 30, 2005     |  |          |  |   |               | 
| | Issued                         |  | 5,000,000 |  | $ | 1.00           | 
| |                                |  |           |  |   |                | 
| | Balance, August 31,
      2006 |  | 5,000,000 |  | $ | 1.00           | 

| | As at August 31, 2006, the following share purchase
        warrants were outstanding:
| | --------------------------------------------------------------------------------------

Number ofWarrants
      Exercise Price
      Expiry Date2,500,000
      $ 1.00
      November 20071,800,000
      $ 1.00
      December 27, 2007700,000
      $ 1.00
      January 3, 20085,000,000


|9. | SUBSEQUENT EVENT                                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                        
|   | On September 29, 2006, the Company acquired of all of
        the outstanding shares of ICP as disclosed in Note 1 of the financial
        statements.

F-9

---

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.

FORWARD-LOOKING STATEMENTS

The information in this discussion contains forward-looking
statements. These forward-looking statements involve risks and uncertainties,
including statements regarding our capital needs, business strategy and
expectations. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements 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. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks discussed below, and, from time to time, in other reports we file with the
United States Securities and Exchange Commission (the SEC), including our
Annual Report on Form 10-KSB for the year ended November 30, 2005 and our
Current Reports on Form 8-K.

INTRODUCTION

We were incorporated in the State of Nevada on November 19,
2003. Prior to completing the acquisition of ICP Solar Technologies Inc.
(ICP), we were in the business of providing indirect financing of installment
contracts for automobile purchases and leases. On September 29, 2006 we acquired
through our wholly owned subsidiary all of the issued and outstanding shares of
ICP. ICP is a company engaged in the manufacturing, distribution and marketing
of solar panel based products. In order to focus our resources on developing
ICPs technology and business, we no longer intend to proceed with automobile
financing business activities.

We have not earned any revenues to date. Following the
completion of our acquisition of ICP, our business plan is to focus on the
development, manufacturing and marketing of the solar power products developed
by ICP. ICP manufactures, markets, and sells solar panel based products to the
consumer goods, Original Equipment Manufacturers (OEM) and integrated building
materials markets through its distribution channels in over 100 countries. We
intend to increase our addressable markets, boost sales and solidify our brand
through strategic partnerships with best practice distribution partners
worldwide. Strategic partnerships for both distribution channel and technology
are expected to be key drivers of our expansion plans, as well as web-enabled
internal processes for real time accuracy and reporting.

RECENT CORPORATE DEVELOPMENTS

Since the completion of our last fiscal quarter ended May 31,
2006, we have experienced the following significant corporate developments:

|1. | On September 29, 2006, we entered into a share purchase
      agreement (the Share Purchase Agreement) among ICP Solar Technologies
      Inc. (ICP), Sass Peress, the Peress Family Trust, the Sass Peress Family
      Trust, Eastern Liquidity Partners Ltd., Arlene Ades, and Joel Cohen
      (collectively the ICP Stockholders) Taras Chebountchak and Orit Stolyar
      (together the FC Principals), and 1260491 Alberta Inc., our wholly owned
      subsidiary (Exchangeco). Under the terms of the Share Purchase Agreement
      we acquired, through our wholly owned subsidiary Exchangeco, all of the
      outstanding shares of ICP. Closing of the acquisition took place on
      September 29, 2006, see Share Purchase Agreement, below. On the Closing
      Date our wholly owned subsidiary Exchangeco issued the following
      Exchangeable Shares which are convertible into shares of
  FC:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Name of Stockholder             | Number and Class of Shares            
| | ------------------------------- | --------------------------------------
| | Eastern Liquidity Partners Ltd. | 301,497 Class A Exchangeable Shares   
| | The Sass Peress Family Trust    | 440,529 Class A Exchangeable Shares   
| | The Peress Family Trust         | 6,626,787 Class A Exchangeable Shares 
| | Sass Peress                     | 11,222,995 Class A Exchangeable Shares
| | Arlene Ades                     | 879,706 Class A Exchangeable Shares   
| | Joel Cohen                      | 529,486 Class A Exchangeable Shares   

3

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|2. | Also on September 29, 2006, as a condition of closing of
      the transactions contemplated in the Share Purchase Agreement FC and the
      FC Principals entered into the Exchange and Voting Trust Agreement (the
      Voting Trust Agreement) with the ICP Stockholders and the Trustee on
      September 29, 2006. Pursuant to the terms of the Voting Trust Agreement
      the FC Principals agreed to deposit with the Trustee 20,000,000 shares of
      the common stock of FC held by them (the Trust Shares) for the purpose
      of creating a voting trust for the benefit of the ICP Stockholders. As a
      further condition of closing of the transactions contemplated in the Share
      Purchase Agreement FC and the FC Principals entered into the Exchangeable
      Share Support Agreement (the Support Agreement) with the Trustee and the
      ICP Stockholders on September 29, 2006, setting out certain additional
      terms and conditions of the Trust Shares deposited with the Trustee, see
      Exchangeable Share Support Agreement and Exchange and Voting Trust
      Agreement, below.                                                     
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3. | Also on September 29, 2006, in connection with our entry
      into the Share Purchase Agreement, Taras Chebountchak and Orit Stolyar
      submitted for cancellation 4,222,750 of the FC shares held by them and
      transferred 20,000,000 of the FC shares held by them to the Trustee under
      the terms of the Voting Trust Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4. | On September 1, 2006, we amended and restated our bylaws.
      The amendment to the bylaws was for the purpose of updating and removing
      certain outdated and redundant provisions that existed in our prior
      bylaws. The changes that were made in the amended bylaws encompass among
      other things the following: (i) expanded provisions with respect to
      shareholders meetings including reduction of quorum requirements and
      amendments to actions by majority stockholder consent; (ii) amendments to
      corporate governance and committees, and directors meetings; (iii)
      expanded provisions with respect to officers and their duties; (iv)
      changes to provisions with respect to share certificates; (v) the addition
      of certain dividend provisions; and (vi) addition of notice provisions and
      other provisions.                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5. | In June, 2006, our board of directors approved an
      offering to investors (the Note Offering) of up to 3,000 units at a
      price of $1,000 US per unit for gross proceeds of up to $3,000,000
      pursuant to Regulation S of the Securities Act of 1933, with each Unit
      consisting of one 8% Convertible Note in the principal amount of $1,000
      US, and one thousand share purchase warrants (the Warrants), with each
      Warrant entitling the holder thereof to purchase one additional share of
      our common stock for a period of 18 months following the closing of the
      Note Offering. On July 11, 2006, we completed the issuance of 2,500 units
      for gross proceeds of $2,500,000 to three subscribers pursuant to
      Regulation S of the Securities Act of 1933. See Unregistered Sales Of
      Equity Securities And Use Of Proceeds, below.                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6. | In May, 2006, our board of directors approved an offering
      (the Offering) of up to 5,000,000 units at $1.00 per unit for gross
      proceeds of up to $5,000,000, with each unit consisting of one share and
      one share purchase warrant entitling the holder to purchase one share of
      our common stock at a price of $1.00 per share exercisable eighteen months
      from the date of the issuance. On May 15, 2006, we completed the issuance
      of 1,000,000 units for gross proceeds of $1,000,000 in connection with the
      Offering to a subscriber pursuant to Regulation S of the Securities Act of
      1933. On July 11, 2006, we completed the issuance of 1,500,000 units for
      gross proceeds of $1,500,000 to four subscribers pursuant to Regulation S
      of the Securities Act of 1933. See Unregistered Sales Of Equity
      Securities And Use Of Proceeds, below.                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7. | On May 16, 2006, FC entered into a loan agreement (the
      Loan Agreement) with ICP pursuant to which FC loaned to ICP US$1,000,000
      (the Loan). The Loan was evidenced by a promissory note executed by ICP
      on May 16, 2006. Pursuant to FCs entry into the Loan Agreement with ICP,
      on May 16, 2006, FC entered into a Share Pledge Agreement with the ICP
      Stockholders and received a guarantee from the ICP Stockholders pursuant
      to a Guarantee Agreement dated May 16, 2006. On July 4, 2006 FC entered
      into an amendment to its loan agreement (the Amended Loan Agreement)
      with ICP. Pursuant to the terms of the Amended Loan Agreement FC increased
      the principal amount of the Loan to $1,500,000. In connection with FCs
      entry into the Amended Loan Agreement with ICP, the corresponding
      amendments were made to the terms of the limited course guarantee (the
      Guarantee) granted in favor of FC by Sass Peress, Peress Family Trust,
      Arlene Ades and Joel Cohen on May 16, 2006. The Loan was repaid by ICP on
      September 29, 2006 following the closing of the acquisition of ICP by
      FC.

4

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Share Purchase Agreement

On September 29, 2006, we entered into a share purchase
agreement (the Share Purchase Agreement) among ICP Solar Technologies Inc.
(ICP), Sass Peress, the Peress Family Trust, the Sass Peress Family Trust,
Eastern Liquidity Partners Ltd., Arlene Ades, and Joel Cohen (collectively the
ICP Stockholders) Taras Chebountchak and Orit Stolyar (together the FC
Principals), and 1260491 Alberta Inc., our wholly owned subsidiary
(Exchangeco). Under the terms of the Share Purchase Agreement we acquired,
through our wholly owned subsidiary Exchangeco, all of the outstanding shares of
ICP. Closing of the Share Purchase Agreement was subject to the following terms
and conditions:

| | (a) | The ICP Stockholders agreed to transfer all of the
      outstanding shares of ICP held by them to Exchangeco on September 29, 2006
      (the Closing Date);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (b) | FC agreed to enter into and cause Exchangeco to enter
      into on the Closing Date: (i) the Exchange and Voting Trust Agreement with
      the FC Principals, the ICP Stockholders and Equity Transfer & Trust
      Company (the Trustee), and (ii) the Exchangeable Share Support Agreement
      with the FC Principals, the ICP Stockholders and the Trustee;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (c) | Exchangeco issued 20,000,000 Class A Exchangeable Shares
      (the Exchangeable Shares) in the capital stock of Exchangeco to the ICP
      Stockholders on the Closing Date pursuant to the terms of the Exchange and
      Voting Trust Agreement and the Exchangeable Share Support
  Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (d) | FC agreed to reserve for issuance 20,000,000 shares of
      its common stock for issuance to holders of Exchangeable Shares on the
      terms and conditions of the Exchangeable Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (e) | The FC Principals caused 4,222,750 of the issued and
      outstanding shares of FC held by them to be cancelled and to transfer
      20,000,000 of their shares to the Trustee to be voted and cancelled in
      accordance with the terms of the Exchange and Voting Trust Agreement and
      the Exchangeable Share Support Agreement; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (f) | FC completed a private placement of units pursuant to
      Regulation S of the Securities Act of 1933 for gross proceeds of
      $5,000,000, on the following terms: (i) FC issued 2,500,000 units, at a
      price of $1.00 per unit, with each unit consisting of one FC share and one
      share purchase warrant entitling the holder thereof to purchase an
      additional FC share for a period of 18 months following the closing of the
      private placement at a price of $1.00 per share; and (ii) 2,500 units of
      FC at a price of $1,000 per unit, each unit consisting of one 8%
      convertible note in the principal amount of $1,000 and one share purchase
      warrant entitling the holder thereof to purchase an additional 1,000 FC
      shares for a period of 18 months following the closing of the private
      placement at a price of $1.00 per share.

As additional consideration for FC and the FC Principals
entering into the Share Purchase Agreement, each of the ICP Stockholders agreed
that they will not sell in any 90 day period, during the two year period
following closing, an amount of shares in excess of the amounts specified in
Rule 144(e) promulgated under the Securities Act of 1933. In addition, FC agreed
not to file any registration statement on Form S-8 prior to October 1, 2007
without the prior consent of the FC Principals. The parties further agreed that
following the Closing Date they will take such steps as may be necessary,
including the filing of an information statement pursuant to Section 14(f) of
the Securities Exchange Act of 1934 and Rule 14f-1 thereunder, to appoint the
nominees of ICP to the board of FC. The agreement is governed by the laws of the
State of Nevada.

Exchange and Voting Trust Agreement

As a condition of closing of the transactions contemplated in
the Share Purchase Agreement FC and the FC Principals entered into the Exchange
and Voting Trust Agreement (the Voting Trust Agreement) with the ICP
Stockholders and the Trustee on September 29, 2006. Pursuant to the terms of the
Voting Trust Agreement the FC Principals agreed to deposit with the Trustee
20,000,000 shares of the common stock of FC held by them (the Trust Shares)
for the purpose of creating a voting trust for the benefit of the ICP
Stockholders. The Voting Trust Agreement included the following terms and
conditions:

| | (a) | The Trustee, as the holder of record of the Trust Shares,
      is entitled to all of the voting rights, including the right to vote in
      person or by proxy the Trust Shares on any matters,
  questions,
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5

---

| |     | proposals or propositions whatsoever that may properly
      come before the stockholders of FC or at a meeting of FC stockholders or
      in connection with respect to all written consents sought by FC from its
      stockholders (the "Voting Rights"). The Voting Rights shall be and remain
      vested in and exercised by the Trustee. As further set out in the Voting
      Trust Agreement, the Trustee shall exercise the Voting Rights only on the
      basis of instructions received from the ICP Stockholders entitled to
      instruct the Trustee as to the voting thereof at the time at which the
      stockholders meeting is held or a stockholders' consent is
  sought;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | FC agreed to deliver to the ICP Stockholders copies of
      all proxy materials, information statements and reports that are
      distributed to FC stockholders;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (c) | the FC Principals, the Trustee and the ICP Stockholders
      are not entitled to receive any dividend payments in respect of the Trust
      Shares and the FC Principals waived any rights to receive dividends in
      respect of the Trust Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (d) | upon exercise of any exchange rights under the terms of
      the Exchangeable Shares, redemption of Exchangeable Shares or the
      occurrence of an insolvency event under the terms of the Exchangeable
      Shares (the Exchange Rights) pursuant to which the ICP Stockholders
      shall receive FC shares, the equivalent number of Voting Rights
      beneficially held on behalf of each ICP Stockholder by the Trustee are
      deemed surrendered;                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (e) | In its capacity as trustee, the Trustee does not have any
      powers of disposition over the Trust Shares except as expressly required
      under the Voting Trust Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (f) | At such time as either Exchangeco or FC acquires
      Exchangeable Shares from an ICP Stockholder it agrees to provide the
      Trustee with an officers certificate specifying: (i) the former voting
      trust beneficiary under the agreement, (ii) the number of Exchangeable
      Shares acquired; (iii) the form of acquisition and (iv) the date of
      acquisition, and the Trustee must deliver to FC the equivalent number of
      Trust Shares for cancellation; and                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (g) | FC may refuse to issue any shares of its common stock to
      holders of Exchangeable Shares not made in accordance with the provisions
      of Regulation S of the Securities Act of 1933 or under an applicable
      exemption.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

The parties further agreed to indemnify the Trustee against all
costs and expenses incurred as a result of the Trustees entry into the Voting
Trust Agreement and the transactions contemplated thereby. The agreement
terminates on the earliest of the following events: (i) no outstanding
Exchangeable Shares are held by the ICP Stockholders; and (ii) each of FC and
Exchangeco elects in writing to terminate the agreement in accordance with
paragraph III7(e) of Exchangeable share provisions. The agreement is governed by
the laws of the Province of Ontario and the laws of Canada applicable therein.

Exchangeable Share Support Agreement

As a condition of closing of the transactions contemplated in
the Share Purchase Agreement FC and the FC Principals entered into the
Exchangeable Share Support Agreement (the Support Agreement) with the Trustee
and the ICP Stockholders on September 29, 2006. The Support Agreement included
the following terms and conditions:

| | (a) | FC agreed: (i) not to declare or pay any dividend on the
      FC shares of common stock (the FC Shares) unless Exchangeco shall
      simultaneously declare or pay, as the case may be, an equivalent dividend
      on the Exchangeable Shares, (ii) to advise Exchangeco in advance of the
      declaration by FC of any dividends, (iii) to take all actions necessary to
      enable Exchangeco to pay and perform its obligations with respect to the
      Exchangeable Shares and cause the FC Shares to be delivered to the holders
      of Exchangeable Shares in accordance with the terms of the Exchangeable
      Shares;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6

---

| | (b) | FC agreed to reserve for issuance at all times while
      Exchangeable Shares remain outstanding the greater of: (i) 20,000,000 FC
      Shares, or (ii) the number of Exchangeable Shares issuable on exercise of
      all rights to acquire Exchangeable Shares outstanding from time to
      time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (c) | FC agreed to deliver FC Shares to any holder of
      Exchangeable Shares on exercise of any exchange rights under the terms of
      the Exchangeable Shares, subject to FC refusal to issue any shares of its
      common stock to holders of Exchangeable Shares not made in accordance with
      the provisions of Regulation S of the Securities Act of 1933 or under an
      applicable exemption.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (d) | FC agreed to issue to the holders of Exchangeable Shares
      the economic equivalent of any distribution of FC Shares to the FC
      stockholders by way of dividend or other distribution, or any options or
      warrants to the FC stockholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (e) | FC agreed that it will appoint and cause to be appointed
      proxy holders with respect to all Exchangeable Shares held by it and its
      affiliates for the sole purpose of attending each meeting of holders of
      Exchangeable Shares in order to be counted as part of the quorum for each
      such meeting. FC further agreed that it will not, and will cause its
      affiliates not to, exercise any voting rights which may be exercisable by
      holders of Exchangeable Shares or pursuant to the provisions of the
      Business Corporations Act (Alberta) (or any successor or other corporate
      statute by which Exchangeco may in the future be governed) with respect to
      any Exchangeable Shares held by it or by its affiliates in respect of any
      matter considered at any meeting of holders of Exchangeable
  Shares.

The Support Agreement terminates at such time as no
Exchangeable Shares are held by any person or entity other than FC or its
affiliates. The agreement may only be modified by an agreement in writing
between Exchangeco, FC and the holders of Exchangeable Shares in accordance with
paragraph III7(e) of Exchangeable Share provisions. The agreement is governed by
the laws of the State of Nevada.

ICP SOLAR TECHNOLOGIES INC.

ICP was founded in 1988. Headquartered in Montreal, Canada, ICP
manufactures, markets, and sells solar panel based products to the consumer
goods, Original Equipment Manufacturers (OEM) and integrated building
materials markets through its distribution channels in over 100 countries. ICP
has a 20,000 square foot manufacturing facility in the United Kingdom, which
produces amorphous silicon based solar cells that ICP integrates into various
products.

ICP operates through its wholly owned subsidiaries: ICP Solar
Technologies (UK) Ltd. (Wales) and ICP Global Technologies Inc. (CBCA).

MARKET AND PRODUCTS

ICP operates in the following three main market verticals:

| | 1. | Consumer Goods,                              
| | -- | ---------------------------------------------
| | 2. | Original Equipment Manufacturers (OEM), and
| | 3. | Integrated Building Materials.               

The following is a list of ICPs current products on the market
or in development:

- SunseiTM12V Solar Chargers(from 135mAmps
  to 8Amp sizes, Charge Controllers, Mounting and Expansion Kits, Coleman solar
  chargers from 100mAmps to 3.6Amps, 4A Charge Controller).
- Cut Solar Cells(from 54mm to 600mm in size VW Solar Charger,
  Winnebago Solar Charger for RV Roof).
- Solar Slate(in development).

7

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Consumer Goods

The consumer goods market makes up approximately 10% of the
solar panel industry. The consumer goods market is comprised of larger retail
chain stores and specialty stores. ICP sells its integrated solar energy systems
and other solar products under two main brands: SunseiTM its
proprietary brand and Coleman®, (for which it is the holder of a license), to
the consumer goods market. SunseiTM is positioned as our premium
brand and Coleman® is ICPs value brand line.

ICPs products under the Coleman® brand are distributed to
large retail chains such as Costco, Wal-Mart, Target, Sams Club, LeRoy Merlin.
ICP believes that consumers in the large retail chain space are cost conscious
purchasers who also look for quality products. ICP plans to continue to develop
this segment through additional retail chains, but there can be no assurances
that ICP will be able to sign on additional retail chains.

ICP sells its SunseiTM brand to specialty retailers
in the marine market or battery market such as West Marine and Battery Alliance.
ICPs current product line is composed of turn key portable panel systems used
for camping, yachting, battery recharging and other portable use.

ICPs online market is composed of its own online shopping
website at www.solarchargers.com and other
third party online shopping websites. The third party online shopping websites
include Amazon.com, Samsclub.com, Costco.com, Westmarine.com and HomeDepot.com.

OEM Market

In 2003, ICP entered into the OEM market, and is presently
focusing on the automotive sector and the garden light sector. ICP currently
supplies some of the leading solar garden light makers in China. ICP also has
entered the automotive sector with a product that is used to allow a car battery
to retain its electric charge when the car engine is not turned on for extended
periods of time. The product consists of a proprietary small portable charger
that is affixed onto the inside of the windshield of a car and plugged into the
cigarette lighter or OBD (on-board diagnostic). ICP also supplies Winnebago, the
leading worldwide RV manufacturer, with outdoor roof-mounted solar panels.

Integrated Building Material Market

The Integrated Building Material market is the largest segment
of the solar panel industry. ICP has a patented roof-tile technology that we
hope to finalize development of, over the next six months and subsequently enter
the building materials market.

Our new patented technology for a thin film amorphous solar
cell can be seamlessly integrated into roofing lines for homes, buildings and
other structures. Unlike standard poly-crystalline solar cell based panels that
can interfere with the esthetics of a roof line, the thin film integrated tiles
seamless integrates into roofing lines. Although the required panel area per
kilowatt of electricity generated for amorphous panels is twice that of
poly-silicon panels, the overall costs of power generation for amorphous based
systems is less than that of poly-silicon based systems. Amorphous solar cells
can generate more power on a watt for watt basis than traditional solar cells
and utilize only 5% of the raw material used to make traditional poly-silicon
cells. We believe that these panels can be sold to both the grid connected and
off grid sectors of the market.

Our amorphous solar tiles are expected to be available on the
market within the next nine to twelve months, pending final development and
certification. However, there can be no assurances that the final development
will be successful nor that we will be able to commercialize the amorphous solar
tiles at a profit, if at all.

BUSINESS STRATEGY

We plan to expand our client base with large retail chains and
specialty retailers in addition to further penetrating our existing clients. We
intend to work closely with our sales agents as part of its overall sales growth
strategy. We also plans to utilize the Internet for marketing and sales of our
products.

As an immediate short-term strategy, we expect to finalize the
thin film roof tile technology and to engage in full scale commercialization
within the next nine months. Our strategy is to gain market share by positioning
the final product through the OEM channel with global installer partners for a
variety of applications. At the present time,

8

---

we have identified potential marketing partners for the thin
film roof tile technology and, although there can be no assurances, we expect
strong demand upon commercialization. We intend to continue to market our
existing products to the rural areas of developing countries. ICP has a history
of installing panels in such countries as Kenya and we expect to expand our
presence in the rural sectors in South America, Africa and Asia. We plan to
continue to reduce our costs with respect to our products by improving
efficiency and innovating new technologies.

SOLAR ENERGY INDUSTRY

The electric power industry is one of the worlds largest
industries. With the recent deregulation, the advent of economic, environmental
and national security issues, and technological advances, new opportunities
exist for new entrants into the electric power industry. As electric power has
become vital component of the worlds economy as a result of the increasing
dependence on electricity-reliant technology, reliable electricity has become
critical to economic growth.

Traditionally, sources of fuel for generating electricity
include coal, natural gas, oil, nuclear power, and renewable resources. However,
the following factors have made increasing reliance on the traditional sources
unattractive:

|(a) | Environmental regulations. Recent environmental
      regulations seek to limit emissions by fossil fuel including international
      treaties and national and regional air pollution regulations to restrict
      the release of greenhouse gasses;                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(b) | Infrastructure reliability. Investment in
      electricity transmission and distribution infrastructure has not kept pace
      with increased demand. Expanding the aging infrastructure will be capital
      intensive and time consuming, and may be restricted by environmental
      concerns; and                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(c) | Fossil fuel supply constraints and cost pressures.
      The supply of fossil fuels is finite. Depletion of fossil fuels may impact
      prices and infrastructure requirements over this century. Political
      instability, labor unrest, war and the threat of terrorism in oil
      producing regions have disrupted oil production, increased the volatility
      of fuel prices and raised concerns over foreign
  dependency.

As a result of these challenges, we believe that future demand
for electricity will not be met through traditional fossil fuel-based
technologies alone. The solar panel industry is a growing market and the use of
solar energy has been around for more than 100 years, but only in the past few
decades, increased efficiency as a result of new technologies is making solar
energy a more viable alternative to non-renewable energy sources. Solar energy
provides the following advantages over the traditional solutions:

- Modularity and scalability. Solar power products can be deployed in
  various sizes and configurations and can be installed almost anywhere;
- Reliability. With no need for moving parts and fuel supply, solar
  power systems reliably provide power to many demanding applications;
- Dual use. Solar modules are able to serve as both a power generator
  and the skin of the building; and
- Environment friendly. Solar power systems consume no fuel and
  produce no air, water or noise emissions.

Solar energy works by using photovoltaic solar cells made up of
silicon compounds such as poly-silicon, which produces a current when exposed to
sunlight. Many interconnected cells are packaged into solar modules, which
protect the cells and collect the electricity generated. In general, the solar
industry is generally broken down into three main categories:

|1. | On-grid, which is solar derived electricity that is
      connected into the main electrical grids, which occupies 56% of the total
      solar energy consumption;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

9

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|2. | Off-grid, which is mostly made up of solar derived power in rural areas where access to conventional electric power is not economical or physically feasible and OEM equipment such as automotive, garden lights, telecom and remote
site power, which occupies 34% of the total solar energy consumption; and
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                               
|3. | Consumer products, such as small portable solar powered equipment for use in recreational vehicles, yachting and camping, battery recharging and so on, which occupies 10% of the total solar energy consumption.                                                                                             

Governments around the world have launched incentive programs to reward solar power users. For instance, the Japanese government has spent hundreds of millions of dollars in subsidies to encourage citizens to install solar energy systems in their
homes. Germany has implemented a program whereby it purchases a solar energy derived kilowatt hour for up to $0.55 daily. Italy and Spain have set up a similar program. In the US, last years energy bill included subsidies for the use of
solar energy, and many states have started to implement subsidy programs such as California which has recently rolled out an aggressive $2.9 billion subsidy plan over the next 10 years.

COMPETITION

The solar power market is intensely competitive and rapidly evolving. Our competitors have established a market position more prominent than ours, and if we fail to secure our supply chain, attract and retain customers, and establish a successful
distribution network for our solar power products, we may be unable to increase our sales and market share. The solar cell manufacturing arena includes some 100 manufacturers worldwide. The ten largest manufacturers comprise more than three quarters
of the market.  At present suppliers are having difficulty keeping up with increasing market demands, largely due to technological developments that decrease solar energy costs and government incentives, which translates into a lower competitive
environment for the sector at the moment. Although there are no assurances, the market is expected to continue to undergo strong growth over the next ten years which will be conducive to sustaining existing suppliers and allowing for new market
entrants to capture market share as well.

We believe that we are well positioned within the solar market. ICP is a well diversified innovative company that provides solar energy products to diversified market segments. Over the years, ICP has built a reputation for quality and reliability
as well as a brand name and distribution network, while acquiring its own solar cell supply chain. Over the years, ICP has built a presence in various global niche markets as well. ICP has also developed new technology in the area of amorphous solar
cells which management believes will allow it to enter into the large on-grid and off-grid solar electrical markets.

The entire solar industry also faces competition from other power generation sources, both conventional sources as well as other emerging technologies. Solar power has certain advantages and disadvantages when compared to other power generating
technologies. The advantages include the ability to deploy products in many sizes and configurations, to install products almost anywhere in the world, to provide reliable power for many applications, to serve as both a power generator and the skin
of a building and to eliminate air, water and noise emissions. Whereas solar generally is cost effective for off-grid applications, the high up-front cost of solar relative to most other solutions is the primary market barrier for on-grid
applications. Furthermore, unlike most conventional power generators, which can produce power on demand, solar power cannot generate power where sunlight is not available, although it is often matched with battery storage to provide highly reliable
power solutions.

GOVERNMENT REGULATION

ICP uses, generates and discharges toxic, volatile or otherwise hazardous chemicals and wastes in its research and development and manufacturing activities. We are subject to a variety of foreign, federal, state and local governmental regulations
related to the storage, use and disposal of hazardous materials.

We believe that we have all environmental permits necessary to conduct our business. We believe that we have properly handled our hazardous materials and wastes and have not contributed to any contamination at any of our past or current premises. We
are not aware of any environmental investigation, proceeding or action by foreign, federal or state agencies involving our past or current facilities. If we fail to comply with present or future environmental regulations, we could be subject to
fines, suspension of production or a cessation of operations. Any failure by us to control the use of or to restrict adequately the discharge of hazardous substances could

10

---

subject us to substantial financial liabilities, operational
interruptions and adverse publicity, any of which could materially and adversely
affect our business, results of operations and financial condition. In addition,
under some foreign, federal and state statutes and regulations, a governmental
agency may seek recovery and response costs from operators of property where
releases of hazardous substances have occurred or are ongoing, even if the
operator was not responsible for the release or otherwise was not at fault.

SIGNIFICANT EMPLOYEES OF ICP

Sass Peress, CEO

Prior to founding ICP, Peress was the VP of Sales for a
market-leading automotive accessory distributor. In 1985, he founded and headed
an automotive aftermarket manufacturing company that went on to capture more
than 70% of market share within two years. He then founded ICP in 1988 and, as
President and CEO, has reshaped ICP within the solar energy industry. With his
scientific background and manufacturing experience, he has co-authored much of
ICPs intellectual property. Mr. Peress educational background includes studies
in health sciences, organic chemistry and finance. He graduated with honors from
Concordia Universitys MBA International Business Program in Montreal, Canada.
Mr. Peress was recently nominated for the Ernst & Young Canadian
Entrepreneur of the Year award and is an active member of the Canadian Solar
Energy Society and the American Solar Energy Society.

Arlene Ades, Executive Vice President, Head North
American Sales

Arlene Ades joined ICP in early 2006 and assumed the position
of Executive Vice-President, Head of North American Sales after an 18-year
career atop sales management at Pitney Bowes. Having achieved top sales awards
for several years running, Ms. Ades brings with her experience in strategic
partner development, motivational speaking, product launches and forecasting.
Ms. Ades experience includes the management of Pitney Bowes largest corporate
accounts as a cradle to grave manager of business organization.

Joel Cohen CFA, CFO

Mr. Cohen has extensive experience in biotechnology & high
tech financings and in financial analysis. Mr. Cohen is a former investment
banker at Canaccord Capital, where he specialized in biotechnology financings.
He has worked on numerous IPOs, private and public financings for various
companies worth over $100 million. Mr. Cohen acts as consultant for various
companies both in and out of the technology sector such as Osta Biopharma, a
biotechnology company which recently listed on the Canadian TSX venture exchange
and where Mr. Cohen was a director and is presently consulting CFO Mr. Cohen has
lectured in business valuation in the MBA program at McGill University. Mr.
Cohen holds a Bachelor of Commerce degree in Finance from Concordia University
and is a Chartered Financial Analyst.

INTELLECTUAL PROPERTY AND PATENT PROTECTION

At present, we have the following registered trademarks and
designs:

Trademarks and Trade Names

ICP#
      NOP#
      Country
      Type 
        Patent (P) TM (TM) or Tradename (T) Design (D)
      Application 
        Number
      Title14
    CDN
    T
    1,202,612
    ICPSOLAR Technologies & Design61
    15
    US
    T
    78/346,970
    ICP SOLAR TECHNOLOGIES & Design (black
      & white)15
    US
    T
    78/346,970
    ICP
      SOLAR TECHNOLOGIES & Design16
    CDN
    T
    1,229,656
    ISUN17
    CDN
    T
    TMA622,453
    ICP
      GLOBAL TECHNOLOGIES & Design18
    CDN
    T
    TMA628,201
    LET
      OUR POWER GIVE YOU FREEDOM19
    CDN
    T
    1,242,623
    ATF20
    AU
    T
    983.622
    ICP
      Solar Technologies & Design


11

---

ICP#
      NOP#
      Country
      Type 
        Patent (P) 
        TM (TM) or 
        Tradename (T) 
        Design (D)
      Application 
        Number
      Title73
      N/A
      US
      TM
      78/109,115
      PERPETUAL POWER PACK85
      N/A
      US
      *TM*
      78/377,570
      SUNSAVER60
      N/A
      US
      TM
      76/467,624
      ICP
        GLOBAL TECHNOLOGIES & Design62
      N/A
      US
      TM
      78/346,960
      ICP SOLAR TECHNOLOGIES & Design (colour)38
      N/A
      US
      TM
      
      SOLARVENT53
      N/A
      US
      TM
      78/346,476
      BATTERYSAVER SE54
      N/A
      US
      TM
      78/331,020
      AUTOVENT56
      N/A
      US
      TM
      76/484,235
      BATTERYSAVER FLEX57
      N/A
      US
      TM
      78/359,160
      BATTERYSAVER PLUS64
      N/A
      US
      TM
      76/448,811
      TRACTORSAVER55
      N/A
      US
      TM
      78/109,085 
        (Now 2,839,191)
      BATTPAK66
      N/A
      US
      TM
      76/039,122 *(Now 2,709,752)*
      SolarPRO plugnplay (stylized)67
      N/A
      US
      TM
      76/140,194 (Now 2,606,788)
      iSUN (Stylized)68
      N/A
      US
      TM
      76/140,193 (Now 2,575,542)
      LET OUR POWER GIVE YOU FREEDOM (Stylized)70
      N/A
      US
      TM
      76/255,870 
        (Now 2,626,915)
      POCKETPV63
      N/A
      US
      TM
      78/147,527 
        (Now 2,835,615)
      THE MOST VERSATILE BATTERY CHARGER IN THE UNIVERSE65
      N/A
      US
      TM
      76/255,869 *(Now 2,634,557)*
      SOLAR BOOSTERN/A
      US
      TM
      78/109,102
      3P48
      N/A
      CA
      TM
      1,131,153
      PERPETUAL POWER PACK27
      N/A
      CA
      TM
      1,165,738
      BATTERYSAVER FLEX28
      N/A
      CA
      TM
      1,202,856
      BATTERYSAVER PLUS29
      N/A
      CA
      TM
      1,202,403
      BATTERYSAVER SE32
      N/A
      CA
      TM
      1,156,885
      ICP
        GLOBAL TECHNOLIGIES & Design33
      N/A
      CA
      TM
      1,202,346
      ICP SOLAR TECHNOLOGIES & Design (B &
        *W)*34
      N/A
      CA
      TM
      1,202,612
      ICP SOLAR TECHNOLOGIES & Design *(colour)*35
      N/A
      CA
      TM
      1,081,632
      LET
        OUR POWER GIVE YOU FREEDOM36
      N/A
      CA
      TM
      1,136,105
      POCKETPV


12

---

ICP#
      NOP#
      Country
      Type 
        Patent (P) 
        TM (TM) or 
        Tradename (T) 
        Design (D)
      Application 
        Number
      Title40
      N/A
      CA
      TM
      537,063 / TMA315,973
      FIRST CHOICE-PREMIER CHOIX41
      N/A
      CA
      TM
      1,076,749 / TMA569,033
      iSUN & Design42
      N/A
      CA
      TM
      1,147,986 / TMA601,092
      THE MOST VERSATILE BATTERY CHARGER IN
        THE UNIVERSE43
      N/A
      CA
      TM
      716,424 / *TMA435,293*
      NEVERMISS44
      N/A
      CA
      TM
      712,850 / *TMA427,521*
      SHIATSU45
      N/A
      CA
      TM
      1,136,102 / TMA590,567
      SOLAR BOOSTER46
      N/A
      CA
      TM
      1,081,631 / TMA589,526
      SolarPRO plugnplay47
      N/A
      CA
      TM
      1,121,392 / *TMA591,037*
      SOLARPAQ78
      N/A
      CA
      TM
      1,131,151 / *TMA573,818*
      BATTPAKN/A
      CA
      TM
      TMA602,574
      3PN/A
      US
      TM
      2,839,171
      BATTPAKN/A
      US
      TM
      2,137,576
      NEVERMISS79
      N/A
      UK
      TM
      2,313,930
      iSUN & Design -N/A
      UK
      TM
      1,271,719
      SOLARVENTN/A
      CDN
      T
      1809540
      The
        Solar Company  Figurative Mark


Designs

ICP#
      NOP#
      Country
      Type 
        Patent (P) 
        TM (TM) or 
        Tradename (T) 
        Design (D)
      Application 
        Number
      Title3
      N/A
      US
      D
      29/ 165,690 (Now D476,950)4
      N/A
      CA
      D
      101002
      BRIEFCASE SOLAR POWER GENERATOR5
      N/A
      US
      D
      29/165,689 (Now D479,191)
      BRIEFCASE SOLAR POWER GENERATOR6
      N/A
      US
      D
      29/165,688
      DETACHABLE SOLAR PANEL


13

---

ICP#
      NOP#
      Country
      Type 
        Patent (P) TM (TM) or Tradename (T) Design (D)
      Application 
        Number
      Title(Now
      D487,884)9
    N/A
    CA
    D
    96064
    SOLAR PANEL16
    N/A
    US
    D
    29/062,623 *(Now D395,279)*
    SOLAR POWERED BATTERY *TRICKLE*
      *CHARGER*N/A
    US
    D
    29/176,029
    Packaging for a solar panelN/A
    US
    D
    29/127402
    Floating Solar-Powered FountainN/A
    UK
    D
    2090089
    Floating Solar-Powered Fountain23
    CDN
    D
    TBD
    Solar
      Grip


Patents

We have the following patents:

ICP 
        #
      NOP 
        #
      Country
      Type 
        Patent (P) 
        TM (TM) or 
        Tradename 
        (T) 
        Design (D)
      Application 
        Number
      Title
      Firm [i]
      ICP Status 
        Note2
      CDN
      P
      2,471,420
      Modular Cable System for Solar Power
        Sources
      NOP
      Filed June 17, 2004  U.S. Ref (file 011
         10/710,077)Awaiting ref from LPG11
      3
      US
      P
      10 / 710,077
      Modular Cable System for Solar Power
        Sources
      NOP
      U.S. Utility Patent ApplicationSerial No.: 10/710,077 Filed: June 17, 2004Based on U.S. Application No: 60/479,050 Filed:
        6/17/20034
      CDN
      P
      2,472,548
      Solar Panel Having Visual Indicator
      NOP5
      US
      P
      10 / 895,956
      Modular Cable System for Solar Powered
      NOP


14

---

ICP 
        #
      NOP 
        #
      Country
      Type Patent (P) TM (TM) or Tradename (T) Design (D)
      Application Number
      Title
      Firm [i]
      ICP Status NoteSources6
      PCT
      P
      
      Solar Panel having Visual Indicator
      NOP86
      7
      US
      P
      10/ 985,870 (based on 60/578,555)
      Solar Powered Ventilator
      NOP
      Filed13
      8
      US
      P
      10/ 985,871 (based on 60/489,085)
      Support Structure for Mounting a
        Solar Panel
      NOP
      PendingForeign application deadline claiming priority
        is July 22, 20049
      US
      P
      10/ 896/755
      Support Structure for Mounting a Solar Panel
      NOP10
      PCT
      P
      PCT/CA/20 04/00164
      Support Structure for Mounting a Solar Panel
      NOP11
      CDN
      P
      2,480,366
      Photovoltaic Building Elements
      NOP12
      US
      P
      11/ 298,663
      Solar Powered Battery Charger with Voltage Regulation
        Circuit Apparatus
      NOP13
      US
      P
      
      Hybrid Portable Solar Charger
      NOP14
      21
      UK
      P
      0218104.8
      PHOTOVOL TAIC BUILDING ELEMENTS
      NOP
      Patent granted to the proprietor(s) for an invention
        entitled Photovoltaic building elements disclosed in an application
        filed 3 August 2002. Dated January 11, 20060516437.1
      PHOTOVOL TAIC BUILDING
      NOP


15

---

ICP 
        #
      NOP 
        #
      Country
      Type Patent (P)
        TM (TM) or Tradename (T) Design (D)
      Application Number
      Title
      Firm [i]
      ICP Status NoteELEMENTS22
      CDN
      P
      2,500,451
      
      NOPUS
      P
      TBD
      
      NOP1
      N/A
      CA
      P
      2,409,465
      MODULAR SOLAR BATTERY
        CHARGER
      
      Main Fee due Oct 25/04 $50.00Awaiting registration2
      N/A
      US
      P
      07 /202,351 (now issued
        No. 4,899,645)
      SOLAR POWERED VENTILATOR
      
      IssuedMaint
        Fees Paid  patent expires June 3, 20087
      N/A
      US
      P
      09/987,936 (Now 6,650,085)
      MODULAR SOLAR BATTERY CHARGER
      7
      Issued  Nov 18, 2003 (Main Fee Nov 20,
        2006)12
      N/A
      US
      P
      60/489,084
      SOLAR PANEL HAVING VISUAL INDICATOR
      4
      PendingForeign
        application deadline claiming priority is July 22, 200487
      N/A
      US
      P
      60/532,796
      MODULAR FLEXIBLE SOLAR CELL SYSTEM
        INEGRATA BLE TO TEXTILE
      8
      FiledProvisional
        Application Filed on Dec 24 03 (1 year deadline to file application)N/A
      US
      P
      60/447,654
      Packaging for a solar panel
      4
      PendingN/A
      EP
      P
      90304178.8
      Photovoltaic Charge Storage
        DeviceN/A
      UK
      P
      0001533.9
      Solar FountainN/A
      UK
      P
      0001532.1
      Free Floating Solar LightN/A
      P
      4,899,645
      Solar Powered Ventilator


16

---

PLAN OF OPERATION

The following discussion and analysis summarizes our plan of
operation for the next twelve months, our results of operation for the nine
months ended August 31, 2006 and changes in our financial condition from our
year ended November 30, 2005. The following discussion should be read in
conjunction with the Managements Discussion and Analysis or Plan of Operation
included in our Annual Report on Form 10-KSB for the year ended November 30,
2005.

Plan of Operation

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

Our plan of operation for the next twelve months is to engage
in our marketing and sales efforts. We plan to expand our current distribution
depth within the markets of North America, Europe and Japan for our consumer
goods segment through the marketing of our internal brand SunseiTM,
as well as licensed brand Coleman®.

Our immediate goal is the development of our thin film
amorphous solar cell which can be seamlessly integrated into roofing lines for
homes, buildings and other structures. We are currently developing a
distribution channel and technology partnerships to launch products based on the
thin film amorphous solar cell technology in 2007. The estimated cost to
finalize the development of the products based on the thin film amorphous solar
cell technology is $500,000. However, we can provide no assurances that the
actual costs of developing such products will not be greater than what we
estimated, nor that commercialization based on such products will ever be
achieved.

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, boost sales and solidify our brand through
strategic partnerships with best practice distribution partners worldwide.
Strategic partnerships for both distribution channel and technology are expected
to be key drivers of our expansion plans, as well as web-enabled internal
processes for real time accuracy and reporting.

Cash Requirements over the next Twelve Months

Our estimated expenditures over the next twelve months are as
follows:

|   | Descriptions                                                                                                                     | Estimated Cost | Approximate Timeline
|-- | -------------------------------------------------------------------------------------------------------------------------------- | -------------- | --------------------
|1. | Finalize the development
      of thin film amorphous solar cell technology                                                      | $500,000       | 6
      Months      
|2. | Acquire additional
      distribution channels and secure the supply chain of our raw material                                   | $500,000       | 10
      Months     
|3. | Market and promote
      solar energy products to further penetrate ICPs existing client base,
      and expand our client base | $150,000       | 12
      Months     
|4. | Develop online shopping
      website                                                                                            | $30,000        | 12
      Months     
|   | TOTAL                                                                                                                            | $1,180,000     |                     

17

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The above timeline and costs are estimates only and do not take
into account possible delays that may arise. If we experience any difficulties
or delays during our plan of operation, it could take substantially longer and
more costly for us to design, market and sell the products as planned. In
addition to the amounts described above, we anticipate that we will require an
additional $150,000 to pay for the legal and accounting fees associated with
meeting our ongoing reporting obligations under applicable US securities laws.

RESULTS OF OPERATIONS

Third Quarter and Nine Month Summary

|            |   | Three Months Ended August 31 |   |   | Nine Months Ended August 31 |  
|----------- | - | ---------------------------- | - | - | --------------------------- | -
|            |   |                              |   |   |                             |  
|            |   |                              |   |   |                             |  
|            |   | 2006                         |   |   | 2005                        |  
|Revenue     |   | -                            |   |   | -                           |  
|Expenses(1) | $ | (164,106                     | ) | $ | (13,477                     | )
|Net Loss    | $ | (164,106                     | ) | $ | (13,477                     | )

Notes(1) Net of interest income.

Revenue

We had no revenue during the nine months ended August 31, 2006.
We expect to realize sales revenues from sales of ICP products during the next
fiscal quarter through ICPs new and existing customer base. We are presently in
the development stage of our business and we can provide no assurance that we
will be able to generate revenues from our business model or that the revenues
generated will exceed our operating costs.

Expenses

Our expenses for the three and nine month periods ended August
31, 2006 consisted of the following:

|                         |   | Three Months Ended August 31 |   |   | Nine Months Ended August 31 |  
|------------------------ | - | ---------------------------- | - | - | --------------------------- | -
|                         |   |                              |   |   |                             |  
|Expense                  |   | 2006                         |   |   | 2005                        |  
|                         |   |                              |   |   |                             |  
|Consulting               | $ | 6,000                        |   | $ | 6,000                       |  
|General and              |   | 11,777                       |   |   | 6,875                       |  
|administrative expenses  |   |                              |   |   |                             |  
|Amortization             |   | 406                          |   |   | 609                         |  
|Accretion of discount on |   | 144,378                      |   |   | -                           |  
|convertible notes        |   |                              |   |   |                             |  
|Interest expense         |   | 34,696                       |   |   | -                           |  
|Interest income          |   | (33,151                      | ) |   | 7                           |  
|Total                    | $ | (164,106                     | ) | $ | (13,477                     | )

Our operating expenses for the nine months ended August 31,
2006 increased as compared to the comparative period in 2005 primarily as a
result of the fact that we incurred accretion of discount on our convertible
notes issued due to financing activities and increased interest expenses. We
anticipate our operating expenses will increase as we continue to undertake our
plan of operation following our acquisition of ICP. The increase is expected to
be attributable to our continuing development and as a result of our ongoing
reporting requirements under the Exchange Act.

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Net Loss

We incurred a net loss in the amount of $279,590 for the period
from inception to August 31, 2006. Our loss was entirely attributable to the
operating expenses associated with the development, marketing and promotion of
our business, our convertible debt financing activities during the nine months
ended August 31, 2006, and the expenses relating to the preparation of our
Registration Statement on Form SB-2 and our periodic reports under the Exchange
Act. We have not earned any revenues to date. We can provide no assurance that
we will earn any revenue or that any revenue earned will exceed the expenses
incurred.

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital     |   |                          |   |   |                            |   |  |                             | 
|------------------- | - | ------------------------ | - | - | -------------------------- | - |  | --------------------------- | 
|                    |   |                          |   |   |                            |   |  | Percentage                  | 
|                    |   | At
      August 31, 2006 |   |   | At
      November 30, 2005 |   |  | Increase
      / (Decrease) | 
|Current Assets      | $ | 5,057,237                |   | $ | 49,963                     |   |  | 10,021%                     | 
|Current Liabilities |   | (34,696                  | ) |   | (8,805                     | ) |  | 294%%                       | 
|Working Capital     | $ | 5,022,541                |   | $ | 41,158                     |   |  | 12,103%                     | 

|Cash Flows                              |   |                   |   |   |                   |  
|--------------------------------------- | - | ----------------- | - | - | ----------------- | -
|                                        |   | Nine Months Ended |   |   | Nine Months Ended |  
|                                        |   | August 31, 2006   |   |   | August 31, 2005   |  
|Cash Flows used in Operating Activities | $ | (59,340           | ) | $ | (29,100           | )
|Cash Flows used in Investing Activities |   | (1,500,000        | ) |   | (7,053            | )
|Cash Flows from Financing Activities    |   | 4,999,970         |   |   | 91,882            |  
|Net Increase in Cash During Period      | $ | 3,440,630         |   | $ | 55,729            |  

We have cash in the amount of $3,490,593 and working capital of
$5,022,541 as of August 31, 2006 compared to working capital of $41,158 as of
August 31, 2005. The increase in our working capital is primarily due to the
fact that we raised $4,999,970 pursuant to our equity financing activities
during the quarter. Following the closing of our Offering and Note Offering in
July, 2006 we raised a total of $5,000,000. Our total expenditures over the next
twelve months are anticipated to be approximately $1,330,000, the majority of
which is due to our operational, marketing and promotional expenses and general,
legal, accounting and administrative expenses associated with our reporting
obligations under the Exchange Act.

Financing Requirements

Our management has continued to develop a strategic plan to
develop a management team, maintain reporting compliance and establish contracts
with clients. Management anticipates generating revenue through manufacturing
and commercializing its products during the year. Should we be unable to
continue as a going concern, we may be unable to realize the carrying value of
our assets and to meet our liabilities as they become due. We have also recently
restructured internally to eliminate some excess operating costs and as a result
are presently cash flow neutral.

Currently, we have sufficient financial resources to complete
our plan of operation for the next twelve months. At August 31, 2006, we had
total assets of $5,062,259 and shareholders' equity of $4,883,185. We had an
accumulated deficit of $279,590 from inception to August 31, 2006. To date these
losses and cash flow deficiencies have been financed principally through long
term debt and debt from related parties. Additional capital and/or borrowings
will be necessary in order for us to continue in existence until attaining
profitable operations.

Any financing that we obtain is expected to be in the form of
sales of our equity securities as sufficient debt financing is not expected to
be available to us at this stage of our development. If we are successful in
completing any equity financings, of which there is no assurance, our existing
shareholders will experience a

19

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dilution of their interest in our company. If we are not successful in raising sufficient financing, we will not be able to complete our current plan of operation. We do not have any specific alternatives to our current plan of operation and have
not planned for any such contingency. If we are not successful in raising sufficient financing, our business may fail.

OFF-BALANCE SHEET ARRANGEMENTS

None.

CRITICAL ACCOUNTING POLICIES

Reverse Acquisition Accounting

Under generally accepted accounting principles, the acquisition of ICP has been accounted for as a reverse acquisition and ICP has been treated as the acquiring entity for accounting and financial reporting purposes. As such, our consolidated
financial statements will be presented as a continuation of the operations of ICP and not FC.

Revenue Recognition

We recognize revenue from product sales at the time of passage of title and risk of loss to the customer either at FOB Shipping Point or FOB Destination, based upon terms established with the customer.  Our price to customers is a fixed amount that
is not subject to refund or adjustment and is not contingent upon additional rebates. Any customer acceptance provisions, which are related to product testing, are satisfied prior to revenue recognition. There are no further obligations on the part
of FC subsequent to revenue recognition except for product warranty and returns from our customers.  We do accept returns of products, if properly requested, authorized, and approved by FC. We record an estimate of returns of products to be returned
by our customers and record the provision for the estimated amount of such future returns, based on historical experience and any notification we receive of pending returns.

Product Warranty

Our current product warranty includes a ten year, up to a lifetime warranty period for defects in material, workmanship and power performance. Accruals for product warranties are recorded at the time of shipment of products to customers.  We accrue
a provision for estimated future warranty costs based upon the historical relationship of warranty claims to sales.  We periodically review the adequacy of our product warranties and adjust, if necessary, the warranty percentage and accrued warranty
reserve for actual historical experience.

Valuation of Inventories

Raw materials are valued at the lower of cost and replacement cost. Finished goods are valued at the lower of cost and net realizable value. Cost is determined on an average cost base.

Financial Instruments

We estimate the fair value of our financial instruments based on current interest rates, market value and pricing of financial instruments with comparable terms. Unless otherwise indicated, the carrying value of these financial instruments
approximates their fair market value. It is not practical to determine the fair value of the amounts due from related parties due to their related party nature and the absence of a market for such instruments.

RISKS AND UNCERTAINTIES

We may need to raise significant additional capital in order to fund our operations and to continue to grow our business, which subjects us to the risk that we may be unable to maintain or grow our business as planned and that our stockholders
may be subject to substantial additional dilution.

Although we believe that we have the financial resources to complete our plan of operation for the next twelve months, we anticipate that we may require additional funding to further enhance our operating infrastructure, to secure the supply of raw
materials to further increase manufacturing capacity through our solar cell production

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chamber and to advance our research and development programs that are key to refining our products and to lowering our manufacturing costs.

We may also require additional capital to respond to competitive pressures and acquire complementary businesses or necessary technologies. We do not know whether or not we will be able to raise additional financing or financing on terms favorable to
us. If adequate funds are not available or are not available on acceptable terms, our ability to fund our operations, develop and expand our manufacturing operations and distribution network, maintain our research and development efforts or
otherwise respond to competitive pressures would be significantly impaired. We currently do not have any financing arrangements in place and there is no assurance that we will be able to acquire sufficient financing on terms acceptable to us or at
all. If financing is not available or obtainable, our ability to meet our financial obligations and pursue our plan of operation will be substantially limited and investors may lose a substantial portion or all of their investment

We have a history of losses, expect to incur substantial further losses and may not achieve or maintain profitability in the future, which may decrease the market value of our stock.

We were formed on November 19, 2003 and as such, have a very short operating history upon which future performance may be assessed. Since inception, we have incurred significant net losses, including a net loss of $184,884 for the nine months
ended August 31, 2006. As a result of ongoing operating losses, we had an accumulated deficit of $279,590 as of August 31, 2006. We expect to incur substantial losses for the foreseeable future, and we may never become profitable. Even if we do
achieve profitability, we may be unable to sustain or increase our profitability in the future, which could materially decrease the market value of our common stock. We expect to continue to make significant capital expenditures and anticipate that
our expenses will increase substantially in the foreseeable future as we seek to:

- expand our manufacturing operations, whether domestically or internationally;
- develop our distribution network;
- continue to research and develop our products and manufacturing technologies;
- implement internal systems and infrastructure in conjunction with our growth; and
- hire additional personnel.

We do not know whether our revenues will grow at all or grow rapidly enough to absorb these expenses, and our limited operating history makes it difficult to assess the extent of these expenses or their impact on our operating results.

Potential investors should also be aware of the difficulties normally encountered by a new enterprise and the high rate of failure of such enterprises. The potential for future success must be considered in light of the problems, expenses,
difficulties complications and delays encountered in connection with the development of a business in the area in which we intend to operate and in connection with the formation and commencement of operations of a new business in general. These
include, but are not limited to, unanticipated problems relating to research and development programs, marketing, approvals by government agencies, competition and additional costs and expenses that may exceed current estimates. There is no history
upon which to base any assumption as to the likelihood that our business will prove to be successful, and there can be no assurance that we will generate any operating revenues or ever achieve profitable operations.

Our dependence on a limited number of third party suppliers for raw materials, key components for our solar power products and custom-built equipment for our operations could prevent us from delivering our products to our customers within
required timeframes, which could result in order cancellations and loss of market share.

We manufacture all of our solar power products using materials and components procured from a limited number of third-party suppliers. If we fail to develop or maintain our relationships with these or our other suppliers, we may be unable to
manufacture our products or our products may be available only at a higher cost or after a long delay, which could prevent us from delivering our products to our customers within required timeframes and we may experience order cancellation and loss
of market share. We currently do not have contracts with many of our suppliers and may not be able to procure sufficient quantities of the materials and components necessary to manufacture our products on acceptable commercial terms or at all. To
the extent that the processes that our suppliers use to manufacture materials and components are proprietary, we may be unable to obtain comparable materials and components from alternative suppliers. The failure of a supplier to supply materials

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and components in a timely manner, or to supply materials and
components that meet our quality, quantity and cost requirements could impair
our ability to manufacture our products or increase their costs, particularly if
we are unable to obtain substitute sources of these materials and components on
a timely basis or on terms acceptable to us.

Certain of the capital equipment used in the manufacture of our
solar power products has been developed and made specifically for us, is not
readily available from multiple vendors and would be difficult to repair or
replace if it were to become damaged or stop working. Consequently, any damage
to or break down of our manufacturing equipment at a time we are manufacturing
commercial quantities of our products may have a material adverse impact on our
business. For example, a suppliers failure to supply this equipment in a timely
manner, with adequate quality and on terms acceptable to us, could delay our
capacity expansion of our manufacturing facility and otherwise disrupt our
production schedule or increase our costs of production.

We may fail to successfully bring to market our new solar
power products under development, which may prevent us from achieving increased
sales and market share.

Although ICP has been selling its solar power products since
1988, we expect to derive a substantial portion of our revenues from sales of
our new solar power products that are under development and not yet commercially
available. If we fail to successfully develop our new solar power products or
technologies, we will likely be unable to recover the losses we have incurred to
develop these products and technologies and may be unable to increase our sales
and could become profitable.

Our solar power products may not gain market acceptance,
which would prevent us from achieving increased sales and market share.

The development of a successful market for our solar power
products may be adversely affected by a number of factors, many of which are
beyond our control, including:

| | (i)   | our failure to produce solar power products that compete
      favorably against other solar power products on the basis of cost, quality
      and performance;                                                                                      
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | our failure to produce solar power products that compete
      favorably against conventional energy sources and alternative distributed
      generation technologies, such as wind and biomass, on the basis of cost,
      quality and performance;
| | (iii) | whether or not customers will accept our new module
      designs under development and the techniques we are developing to mount
      them; and                                                                                                     
| | (iv)  | our failure to develop and maintain successful
      relationships with distributors, systems integrators and other resellers,
      as well as strategic partners.                                                                                   

If our solar power products fail to gain market acceptance, we
would be unable to increase our sales and market share and to achieve and
sustain profitability.

Technological changes in the solar power industry could
render our solar power products uncompetitive or obsolete, which could reduce
our market share and cause our sales to decline.

Our failure to further refine our technology and develop and
introduce new solar power products could cause our products to become
uncompetitive or obsolete, which could reduce our market share and cause our
sales to decline. The solar power industry is rapidly evolving and competitive.
We will need to invest significant financial resources in research and
development to keep pace with technological advances in the solar power industry
and to effectively compete in the future. We believe that a variety of competing
solar power technologies are under development by other companies that could
result in lower manufacturing costs or higher product performance than those
expected for our solar power products. Our development efforts may be rendered
obsolete by the technological advances of others and other technologies may
prove more advantageous for the commercialization of solar power products.

Our ability to increase market share and sales depends on
our ability to successfully maintain our existing distribution relationships and
expand our distribution channels.

We currently sell our solar power products primarily to
distributors, system integrators and other value-added resellers within and
outside of North America, which typically resell our products to end users on a
global basis.

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If we are unable to successfully refine our existing
distribution relationships and expand our distribution channels, our revenues
and future prospects will be materially harmed. As we seek to grow our sales by
entering new markets in which we have little experience selling our solar power
products, our ability to increase market share and sales will depend
substantially on our ability to expand our distribution channels by identifying,
developing and maintaining relationships with resellers both within and outside
of North America. We may be unable to enter into relationships with resellers in
the markets we target or on terms and conditions favorable to us, which could
prevent us from entering these markets or entering these markets in accordance
with our plans. Our ability to enter into and maintain relationships with
resellers will be influenced by the relationships between these resellers and
our competitors, market acceptance of our products and our low brand recognition
as a new entrant.

Our dependence on a small number of resellers may cause
significant fluctuations or declines in our product revenues.

Historically, all of our sales to these resellers are made
through purchase orders without long-term commitments, including under
arrangements that may be cancelled without cause on short notice and that
generally do not require them to make minimum purchases. Consequently, our
resellers are generally permitted to obtain products from other providers of
solar power products without further obligation to us. The concentration of our
product sales also exposes us to credit risks associated with the financial
viability of these resellers. We anticipate that sales of our solar power
products to a limited number of key resellers will continue to account for a
significant portion of our total product revenues for the foreseeable future.
Consequently, any one of the following events may cause material fluctuations or
declines in our product revenues and negatively impact our operating results:

| | (i)   | reduction, delay or cancellation of orders from one or
      more of our significant resellers;                           
| | ----- | --------------------------------------------------------------------------------------------------------------------------
| | (ii)  | selection by one or more of our significant resellers of
      products competitive with ours;                            
| | (iii) | loss of one or more of our significant resellers and our
      failure to recruit additional or replacement resellers; and
| | (iv)  | failure of any of our significant resellers to make
      timely payment of our invoices.                                 

Problems with product quality or product performance may
cause us to incur warranty expenses and may damage our market reputation and
prevent us from achieving increased sales and market share.

As is consistent with standard practice in our industry, the
duration of our product warranties is lengthy relative to expected product life
and has recently been increasing. Our current standard product warranty includes
a one-year warranty period for defects in material and workmanship and a 25-year
warranty period for declines in power performance. We believe our warranty
periods are consistent with industry practice. Due to the long warranty period,
we bear the risk of extensive warranty claims long after we have shipped product
and recognized revenues. The possibility of future product failures could cause
us to incur substantial expense to repair or replace defective products.
Furthermore, widespread product failures may damage our market reputation and
reduce our market share and cause sales to decline.

Our success in the future may depend on our ability to
establish and maintain strategic alliances, and any failure on our part to
establish and maintain such relationships would adversely affect our market
penetration and revenue growth.

We intend to continue to establish strategic relationships with
third parties in the solar power industry, particularly in international
markets. Our ability to establish strategic relationships will depend on a
number of factors, many of which are outside our control, such as the
competitive position of our technology and our products relative to our
competitors. We can provide no assurance that we will be able to establish other
strategic relationships in the future.

In addition, other strategic alliances that we establish, will
subject us to a number of risks, including risks associated with sharing
proprietary information, loss of control of operations that are material to our
business and profit-sharing arrangements. Moreover, strategic alliances may be
expensive to implement and subject us to the risk that the third party will not
perform its obligations under the relationship, which may subject us to losses
over which we have no control or expensive termination arrangements. As a
result, even if our strategic alliances with third parties are successful, our
business may be adversely affected by a number of factors that are outside of
our control, which would in turn cause our stock price to decline.

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Existing regulations and changes to such regulations may
present technical, regulatory and economic barriers to the purchase and use of
solar power products, which may significantly reduce demand for our products.

The market for electricity generation products is heavily
influenced by foreign, federal, state and local government regulations and
policies concerning the electric utility industry, as well as internal policies
and regulations promulgated by electric utilities. These regulations and
policies often relate to electricity pricing and technical interconnection of
customer-owned electricity generation. In the United States and in a number of
other countries, these regulations and policies are being modified and may
continue to be modified. Customer purchases of, or further investment in the
research and development of, alternative energy sources, including solar power
technology, could be deterred by these regulations and policies, which could
result in a significant reduction in the potential demand for our solar power
products. For example, utility companies commonly charge fees to larger,
industrial customers for disconnecting from the electric grid or for having the
capacity to use power from the electric grid for back-up purposes. These fees
could increase the cost to our customers of using our solar power products and
make them less desirable, thereby harming our business, prospects, results of
operations and financial condition. We anticipate that our solar power products
and their installation will be subject to oversight and regulation in accordance
with national and local ordinances relating to building codes, safety,
environmental protection, utility interconnection and metering and related
matters. There is also a burden in having to track the requirements of
individual states and design equipment to comply with the varying standards. Any
new government regulations or utility policies pertaining to our solar power
products may result in significant additional expenses to us and our resellers
and their customers and, as a result, could cause a significant reduction in
demand for our solar power products.

Compliance with environmental regulations can be expensive,
and noncompliance with these regulations may result in adverse publicity and
potentially significant monetary damages and fines.

We are required to comply with all foreign, federal, state and
local regulations regarding protection of the environment. If more stringent
regulations are adopted in the future, the costs of compliance with these new
regulations could be substantial. We believe that we have all necessary permits
to conduct our business as it is presently conducted. If we fail to comply with
present or future environmental regulations, however, we may be required to pay
substantial fines, suspend production or cease operations. We use, generate and
discharge toxic, volatile and otherwise hazardous chemicals and wastes in our
research and development and manufacturing activities. Any failure by us to
control the use of, or to restrict adequately the discharge of, hazardous
substances could subject us to potentially significant monetary damages and
fines or suspensions in our business operations. In addition, under some
foreign, federal and state statutes and regulations, a governmental agency may
seek recovery and response costs from operators of property where releases of
hazardous substances have occurred or are ongoing, even if the operator was not
responsible for such release or otherwise at fault.

If we are unable to protect our intellectual property
adequately, we could lose our competitive advantage in the solar power market.

Our ability to compete effectively against competing solar
power technologies will depend, in part, on our ability to protect our current
and future proprietary technology, product designs and manufacturing processes
through a combination of patent, copyright, trademark, trade secret and unfair
competition laws. We may not be able to adequately protect our intellectual
property and may need to defend our products and services against infringement
claims, either of which could result in the loss of our competitive advantage in
the solar power market and materially harm our business and profitability. We
face the following risks in protecting our intellectual property and in
developing, manufacturing, marketing and selling our products and services:

- we cannot be certain that our pending United States and foreign patent
  applications will result in issued patents or that the claims allowed are or
  will be sufficiently broad to protect our technology or processes;
- given the costs of obtaining patent protection, we may choose not to
  protect certain innovations that later turn out to be important;

24

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- third parties may design around our patented technologies or seek to
  challenge or invalidate our intellectual property rights and there is no
  assurance that our intellectual property rights will deter infringement or
  misappropriation of our intellectual property;
- we may incur significant costs and diversion of management resources in
  prosecuting or defending intellectual property infringement suits;
- we may not be successful in prosecuting or defending intellectual property
  infringement suits and, as a result, may need to seek to obtain a license of
  the third partys intellectual property rights, which may not be available to
  us, whether on reasonable terms or at all; and
- the contractual provisions we rely on to protect our trade secrets and
  proprietary information, such as our confidentiality and non-disclosure
  agreements with our employees, consultants and other third parties, may be
  breached and our trade secrets and proprietary information may be disclosed to
  competitors, strategic partners and the public.

If we are subject to litigation and infringement claims,
they could be costly and disrupt our business.

In recent years, there has been significant litigation
involving patents and other intellectual property rights in many
technology-related industries. There may be patents or patent applications in
the United States or other countries that are pertinent to our business of which
we are not aware. The technology that we incorporate into and use to develop and
manufacture our current and future solar power products may be subject to claims
that they infringe the patents or proprietary rights of others. The success of
our technology efforts will also depend on our ability to develop new
technologies without infringing or misappropriating the proprietary rights of
others. We may receive notices from third parties alleging patent, trademark or
copyright infringement, claims regarding trade secrets or contract claims.
Receipt of these notices could result in significant costs as a result of the
diversion of the attention of management from our technology efforts. No third
party has a current filed intellectual property lawsuit, arbitration or other
proceeding against us. If a successful claim were brought against us, we would
have to attempt to license the intellectual property right from the claimant or
to spend time and money to design around or avoid the intellectual property. Any
such license may not be available at reasonable terms, or at all. We may,
however, be involved in future lawsuits, arbitrations or other legal proceedings
alleging patent infringement or other intellectual property rights violations.
In addition, litigation, arbitration or other legal proceedings may be necessary
to:

- assert claims of infringement or misappropriation of or otherwise enforce
  our intellectual property rights;
- protect our trade secrets or know-how; or
- determine the enforceability, scope and validity of our intellectual
  property rights or those of others.

We may be unsuccessful in defending or pursuing these lawsuits
or claims. Regardless of the outcome, litigation can be very costly and can
divert managements efforts. An adverse determination may subject us to
significant liabilities or require us to seek licenses to other parties
intellectual property rights. We may also be restricted or prevented from
developing, manufacturing, marketing or selling a solar power product or service
that we develop. Further, we may not be able to obtain any necessary licenses on
acceptable terms, if at all.

In addition, we may have to participate in proceedings before
the United States Patent and Trademark office, or before foreign patent and
trademark offices, with respect to our patents, patent applications, trademarks
or trademark applications or those of others. These actions may result in
substantial costs to us as well as a diversion of management attention.
Furthermore, these actions could place our patents, trademarks and other
intellectual property rights at risk and could result in the loss of patent,
trademark or other intellectual property rights protection for the products and
services on which our business strategy depends.

We may be unable to adequately protect or enforce our
proprietary information, which may result in its unauthorized use or reduced
sales or otherwise reduce our ability to compete.

Our business and competitive position depend upon our ability
to protect our proprietary technology, including any solar power products that
we develop. Despite our efforts to protect this information, unauthorized
parties may attempt to obtain and use information that we regard as proprietary.
Any patents issued in connection with

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| | (i)   | independently develop substantially equivalent
      proprietary information, products and techniques;
| | ----- | ------------------------------------------------------------------------------------------------------
| | (ii)  | otherwise gain access to our proprietary information;
      or                                        
| | (iii) | design around our patents or other intellectual
      property.                                       

our efforts to develop new technology for solar power products
may not be broad enough to protect all of the potential uses of the technology.

In addition, when we do not control the prosecution,
maintenance and enforcement of certain important intellectual property, such as
a technology in-licensed to us, the protection of the intellectual property
rights may not be in our hands. If the entity that controls the intellectual
property rights does not adequately protect those rights, our rights may be
impaired, which may impact our ability to develop, market and commercialize the
related solar power products.

Our means of protecting our proprietary rights may not be
adequate, and our competitors may:

We pursue a policy of having our employees, consultants and
advisors execute proprietary information and invention agreements when they
begin working for us. However, these agreements may not provide meaningful
protection for our trade secrets or other proprietary information in the event
of unauthorized use or disclosure. If we fail to maintain trade secret and
patent protection, our potential, future revenues may be decreased.

If the effective term of our patents is decreased due to
changes in patent laws or if we need to refile some of our patent applications,
the value of our patent portfolio and the revenues we derive from it may be
decreased.

The value of our patents depends in part on their duration. A
shorter period of patent protection could lessen the value of our rights under
any patents that we obtain and may decrease the revenues we derive from our
patents. For example, the United States patent laws were amended in 1995 to
change the term of patent protection from 17 years after the date of a patents
issuance to 20 years after the earliest effective filing date of the application
for a patent, unless the application was pending on June 8, 1995, in which case
the term of a patents protection expires either 17 years after its issuance or
20 years after its filing, whichever is later. Because the average time from
filing of patent application to issuance of a patent there from is usually at
least one year and, depending on the subject matter, may be more than three
years, a 20-year patent term from the filing date may result in substantially
shorter patent protection. Also, we may need to re-file some of our patent
applications to disclose additional subject matter and, in these situations, the
patent term will be measured from the date of the earliest priority application
to which benefit is claimed in such a patent application. This would shorten our
period of patent exclusivity and may decrease the revenues that we might obtain
from the patents.

International intellectual property protection is particularly
uncertain and costly, and we have not obtained or sought patent or trademark
protection in many foreign countries where our solar power products and services
may be developed, manufactured, marketed or sold. Intellectual property law
outside the United States is even more uncertain and costly than in the United
States and is currently undergoing review and revision in many countries.
Further, the laws of some foreign countries may not protect our intellectual
property rights to the same extent as United States laws. Moreover, we have not
sought, obtained or maintained patent and trademark protection in many foreign
countries in which our solar power products and services may be developed,
manufactured, marketed or sold by us or by others.

We face intense competition from other companies producing
solar power and other energy generation products. If we fail to compete
effectively, we may be unable to increase our market share and sales.

The solar power market is intensely competitive and rapidly
evolving. Our competitors have established a market position more prominent than
ours, and if we fail to attract and retain customers and establish a successful
distribution network for our solar power products, we may be unable to increase
our sales and market share. There are a large number of companies in the world
that produce solar power products, including BP Solar, Kyocera Corporation,
Sharp Corporation, Mitsubishi, Solar World AG and Sanyo Corporation. We also
expect that future competition will include new entrants to the solar power
market offering new technological solutions. Further, many of our competitors
are developing and are currently producing products based on new solar power
technologies. Most of our competitors are substantially larger than we are, have
longer operating histories and have substantially greater financial, technical,
manufacturing and other resources than we do. Our competitors greater size in
some cases provides them with a competitive advantage with respect to

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manufacturing costs due to their ability to allocate fixed costs across a greater volume of production and purchase raw materials at lower prices. Many also have greater name recognition, a more established distribution network and a larger
installed base of customers. In addition, many of our competitors have well-established relationships with our current and potential resellers and their customers and have extensive knowledge of our target markets. As a result, our competitors may
be able to devote greater resources to the research, development, promotion and sale of their products and respond more quickly to evolving industry standards and changing customer requirements than we can.

The success of our business depends on the continuing contributions of our key personnel and our ability to attract and retain new qualified employees in a competitive labor market.

We have attracted a highly skilled management team. If we were to lose the services of Sass Peress, our Chief Executive Officer, President and a director, or any of our other executive officers and key employees, our business could be materially and
adversely impacted. We do not carry key person life insurance on any of our senior management or other key personnel.

Our success will largely depend on the performance of our management and on the management of ICP.

We are currently dependent upon a limited number of employees and consultants. As such, our success will also depend on our ability to attract and retain highly skilled technical, research, management, regulatory compliance, sales and marketing
personnel. Competition for such personnel is intense. The loss of the services of such personnel or the inability to attract and retain other key personnel could impair the development of our business, operating results and financial condition.

Extended business interruption at our manufacturing facilities could result in reduced sales.

We utilize highly flammable materials such as silane and methane in our manufacturing processes. We have significant experience in handling these materials and take precautions to handle and transport them in a safe manner. By utilizing these
materials, we are subject to the risk of losses arising from explosions and fires. Our inability to fill customer orders during an extended business interruption could negatively impact existing customer relationships resulting in market share
decreases.

Our management team may not be able to successfully implement our business strategies.

If our management team is unable to execute on its business strategies, then our product development, the expansion of our manufacturing operations and distribution network and our sales and marketing activities would be materially and adversely
affected. In connection with the planned expansion of our manufacturing capacity, we have undergone and anticipate undergoing further rapid growth in the scope of our operations and the number of our employees, which is likely to place a significant
strain on our senior management team and other resources. In addition, we may encounter difficulties in effectively managing the budgeting, forecasting and other process control issues presented by this rapid growth. We may seek to augment or
replace members of our management team or we may lose key members of our management team, and we may not be able to attract new management talent with sufficient skill and experience.

If solar power technology is not suitable for widespread adoption or sufficient demand for solar power products does not develop or takes longer to develop than we anticipate, our sales would not significantly increase and we would be unable to
achieve or sustain profitability.

The market for solar power products is emerging and rapidly evolving, and its future success is uncertain. If solar power technology proves unsuitable for widespread commercial deployment or if demand for solar power products fails to develop
sufficiently, we would be unable to generate enough revenues to achieve and sustain profitability. In addition, demand for solar power products in the markets and geographic regions we target may not develop or may develop more slowly than we
anticipate. Many factors will influence the widespread adoption of solar power technology and demand for solar power products, including:

- cost-effectiveness of solar power technologies as compared with conventional and non-solar alternative energy technologies;

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- performance and reliability of solar power products as compared with
  conventional and non-solar alternative energy products;
- success of alternative distributed generation technologies such as fuel
  cells, wind power and micro turbines;
- fluctuations in economic and market conditions that impact the viability
  of conventional and non-solar alternative energy sources, such as increases or
  decreases in the prices of oil and other fossil fuels;
- capital expenditures by customers that tend to decrease when the United
  States or global economy slows;
- continued deregulation of the electric power industry and broader energy
  industry; and
- availability of government subsidies and incentives.

Product liability claims against us could result in adverse
publicity and potentially significant monetary damages.

Like other retailers, distributors and manufacturers of
products that are used by consumers, we face an inherent risk of exposure to
product liability claims in the event that the use of the solar power products
we sell results in injury. Since our products are electricity producing devices,
it is possible that consumers could be injured or killed by our products,
whether by product malfunctions, defects, improper installation or other causes.
In addition, since sales of our existing products have been modest and the
products we are developing incorporate new technologies and use new installation
methods, we cannot predict whether product liability claims will be brought
against us in the future or the effect of any resulting adverse publicity on our
business. Moreover, we may not have adequate resources in the event of a
successful claim against us. We have evaluated the potential risks we face and
believe that we have appropriate levels of insurance for product liability
claims. We rely on our general liability insurance to cover product liability
claims and have not obtained separate product liability insurance. The
successful assertion of product liability claims against us could result in
potentially significant monetary damages and if our insurance protection is
inadequate to cover these claims, they could require us to make significant
payments.

We may conduct further offerings in the future in which case
your shareholdings will be diluted.

Since our inception, we have relied on such equity sales of our
common stock to fund our operations. We may conduct further equity offerings in
the future to finance our current projects or to finance subsequent projects
that we decide to undertake. If common stock is issued in return for additional
funds, the price per share could be lower than that paid by our current
stockholders. We anticipate continuing to rely on equity sales of our common
stock in order to fund our business operations. If we issue additional stock,
your percentage interest in us will be lower. This condition is often referred
to as "dilution. The result of this could reduce the value of your stock.

Because we do not intend to pay dividends, stockholders will
benefit from an investment in our common stock only if it appreciates in value.

We have never declared or paid any cash dividends on our common
stock. We anticipate that we will retain our earnings to support operations and
to finance the growth and development of our business and do not expect to pay
cash dividends in the foreseeable future. As a result, the success of an
investment in our common stock will depend upon any future appreciation in its
value. There is no guarantee that our common stock will appreciate in value or
even maintain the price at which stockholders have purchased their shares.

Because our stock is a penny stock, stockholders will be
more limited in their ability to sell their stock.

The shares of our common stock constitute penny stocks under
the Exchange Act. The shares will remain classified as a penny stock for the
foreseeable future. The classification as a penny stock makes it more difficult
for a broker/dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his or her investment. Any
broker/dealer engaged by the purchaser for the purpose of selling his or her
shares will be subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather
than having to comply with these rules, some broker-dealers will refuse to
attempt to sell a penny stock.

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The "penny stock" rules adopted by the SEC under the Exchange Act subjects the sale of the shares of our common stock to certain  regulations  which impose sales practice  requirements on broker/dealers.  For example, brokers/dealers selling such
securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities.

Legal remedies, which may be available to an investor in "penny stocks, are as follows:

|(a) | if "penny stock" is sold to you in violation of your rights listed above, or other federal or states securities laws, you may be able to cancel your purchase and get your money back.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                       
|(b) | if the stocks are sold in a fraudulent manner, you may be able to sue the persons and firms that caused the fraud for damages.                                                        
|    |                                                                                                                                                                                       
|(c) | if you have signed an arbitration agreement, however, you may have to pursue your claim through arbitration.                                                                          

If the person purchasing the securities is someone other than an accredited investor or an established customer of the broker/dealer, the broker/dealer must also approve the potential customer's account by obtaining information concerning the
customer's financial situation, investment experience and investment objectives. The broker/dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience
in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities.  Accordingly, the SEC's rules may limit the number of potential purchasers of the shares of our common stock.

ITEM 3. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule
13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer has concluded that these disclosure controls and procedures are effective.

There were no changes in our internal control over financial reporting during the quarter ended August 31, 2006 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are party to the following legal proceedings:

|1. | Investissement Québec vs. Technologies ICP Globales
      Inc. This action was instituted in Quebec by Investissement Québec for
      an amount of $280,323.00 representing the reimbursement of a subvention
      for the program Faire. Investissement alleges that Technologies Globales,
      our wholly owned subsidiary, has failed to fulfill its obligations for the
      hiring of 50 employees. ICP has plead that even if ICP has hired only 38
      employees instead of the 50 it was supposed to hire, the wage bill for 38
      employees surpasses the minimum wage bill for 50 employees under the
      agreement. ICP have made an offer of settlement of $50,000.00, which was
      refused. Investissement came back with a counter-offer of $160,000.00. The
      claim has not been settled.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | Robert Young vs. ICP Solar Technologies Inc. A
      former employee of ICP has instituted an action against ICP for an amount
      of $316,000.00 in connection with a wrongful dismissal claim. The claim
      has not been settled.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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

We completed the following sales of securities that were not
registered pursuant to the Securities Act of 1933 (the "Securities Act"):

|1. | In May, 2006, our board of directors approved an offering
      (the Offering) of up to 5,000,000 units at $1.00 per unit for gross
      proceeds of up to $5,000,000. Each unit consists of one share and one
      share purchase warrant entitling the holder to purchase one share of our
      common stock at a price of $1.00 per share during the period ending
      eighteen months from the date of the issuance. On July 11, 2006 we issued
      2,500,000 units to 5 subscribers for gross proceeds of $2,500,000. Each
      purchaser represented to us that they were not a US person as defined in
      Regulation S. We did not engage in a distribution of this offering in the
      United States. The purchaser represented their intention to acquire the
      securities for investment only and not with a view toward distribution.
      Appropriate legends were affixed to the stock certificate issued to each
      purchaser in accordance with Regulation S. No finders fees were paid in
      connection with the distribution.                                                                                                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | In June, 2006 our board of directors approved an offering
      to investors (the Note Offering) of up to 3,000 Units (each a Unit) at
      a price of $1,000 US per Unit for gross proceeds of up to $3,000,000
      pursuant to Regulation S of the Securities Act of 1933, with each Unit
      consisting of one 8% Convertible Note in the principal amount of $1,000
      US, and one thousand share purchase warrants (the Warrants), with each
      Warrant entitling the holder thereof to purchase one additional share of
      our common stock for a period of 18 months following the closing of the
      Note Offering. On July 11, 2006, we completed the issuance of 2,500 Units
      for gross proceeds of $2,500,000 to three subscribers pursuant to
      Regulation S of the Securities Act of 1933. Each purchaser represented to
      us that they were not a US person as defined in Regulation S. We did not
      engage in a distribution of this offering in the United States. The
      purchaser represented their intention to acquire the securities for
      investment only and not with a view toward distribution. Appropriate
      legends were affixed to the stock certificate and convertible notes issued
      to each purchaser in accordance with Regulation S. No finders fees were
      paid in connection with the distribution.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

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ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

|Exhibit Number |  | Description of Exhibits                                                                                                                              
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                      
|3.1            |  | Amended Articles of Incorporation.(2)                                                                                                                
|               |  |                                                                                                                                                      
|3.2            |  | Bylaws, as amended.(7)                                                                                                                               
|               |  |                                                                                                                                                      
|4.1            |  | Form of Share Certificate.(1)                                                                                                                        
|               |  |                                                                                                                                                      
|10.1           |  | Term Sheet between FC Financial Services
        Inc. (FC) and the stockholders of ICP Solar Technologies Inc.(4)                                  
|               |  |                                                                                                                                                      
|10.2           |  | Loan Agreement between FC and ICP Solar
        Technologies Inc.(4)                                                                                 
|               |  |                                                                                                                                                      
|10.3           |  | Share Pledge Agreement dated May 16,
        2006 among FC, Sass Peress, Peress Family Trust, Arlene Ades and Joel
        Cohen.(4)                 
|               |  |                                                                                                                                                      
|10.4           |  | Limited Recourse Guarantee dated May
        16, 2006 between Sass Peress, Arlene Ades, Joel Cohen and Peress Family
        Trust in favor of FC.(4)
|               |  |                                                                                                                                                      
|10.5           |  | Promissory Note dated May 16, 2006 of
        ICP Solar Technologies Inc. in favor of FC.(4)                                                         
|               |  |                                                                                                                                                      
|10.6           |  | Amendment 1 to Loan Agreement between
        FC and ICP Solar Technologies Inc dated July 4, 2006.(5)                                               
|               |  |                                                                                                                                                      
|10.7           |  | Limited Recourse Guarantee dated July
        4, 2006 between Sass Peress, Arlene Ades, Joel Cohen and Peress Family
        Trust in favor of FC.(5)

|10.8  |  | Promissory Note dated July 4, 2006 of
        ICP Solar Technologies Inc. in favor of FC.(5)                                                                                                                                                                                                                                                                
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                                                                                                                                                             
|10.9  |  | Form of 8% Convertible Note.(6)                                                                                                                                                                                                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                             
|10.10 |  | Share Purchase Agreement dated September
        29, 2006 among FC Financial Services Inc., ICP Solar Technologies Inc.,
        Sass Peress, the Peress Family Trust, Arlene Ades, Joel Cohen, the Sass
        Peress Family Trust, Eastern Liquidity Partners Ltd., Taras Chebountchak,
        Orit Stolyar, and 1260491 Alberta Inc.(8)                
|      |  |                                                                                                                                                                                                                                                                                                                                                             
|10.11 |  | Exchangeable Share Support Agreement
        dated September 29, 2006 among FC Financial Services Inc., 1260491 Alberta
        Inc., Equity Transfer & Trust Company, Sass Peress, the Peress Family
        Trust, Arlene Ades, Joel Cohen, the Sass Peress Family Trust, and Eastern
        Liquidity Partners.(8)                                      
|      |  |                                                                                                                                                                                                                                                                                                                                                             
|10.12 |  | Exchange and Trust Voting Agreement
        dated September 29, 2006 among FC Financial Services Inc., 1260491 Alberta
        Inc., Equity Transfer & Trust Company, Sass Peress, Joel Cohen, Arlene
        Ades, the Sass Peress Family Trust, the Peress Family Trust, Eastern Liquidity
        Partners Ltd., Taras Chebountchak, and Orit Stolyar.(8)

|10.13 |  | Lease Agreement
        dated March 22, 2006 between 2631-1746 Quebec Inc. and ICP Global Technologies
        Inc.                                      
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                          
|10.14 |  | Lease Agreement
        dated October 10, 2003 among Mardan (Norwich) Limited, ICP Solar Technologies
        UK Limited and ICP Global Technologies Inc.
|      |  |                                                                                                                                                          
|10.15 |  | Employment
        Agreement dated November 6, 2005 between ICP Global Technologies Inc.
        and Arlene Ades.                                        
|      |  |                                                                                                                                                          
|10.16 |  | Consulting
        Agreement dated November 24, 2004 between ICP Solar Technologies Inc.
        and Michael Domenico.                                   

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|ExhibitNumber |  | Description of Exhibits                                                                                                                                                                                                                                                     
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |  |                                                                                                                                                                                                                                                                             
|10.17         |  | Consulting
        Agreement dated March 1, 2006 between ICP Solar Technologies Inc. and
        6100864 Canada Inc.                                                                                                                                                        
|              |  |                                                                                                                                                                                                                                                                             
|10.18         |  | Management
        Agreement dated May 23, 2006 between ICP Solar Technologies Inc. and Les
        Enterprises Guy Lever Inc and Management Agreement Addendum dated August
        23, 2006 between ICP Solar Technologies Inc. and Les Enterprises Guy Lever
        Inc.
|              |  |                                                                                                                                                                                                                                                                             
|10.19         |  | Fixed Rate
        Asset Loan dated July 28, 2006 between ICP Solar Technologies Inc. and
        HSBC Equipment Finance (UK) Limited.                                                                                                                                      
|              |  |                                                                                                                                                                                                                                                                             
|10.20         |  | Line of Credit
        between ICP Global Technologies Inc. and Royal Bank of Canada dated May
        6, 2005                                                                                                                                                              
|              |  |                                                                                                                                                                                                                                                                             
|31.1          |  | Certification
        of Principal Executive Officer and Principal Financial Officer pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                     
|              |  |                                                                                                                                                                                                                                                                             
|32.1          |  | Certification
        of Principal Executive Officer and Principal Financial Officer pursuant
        to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002.                                                              
|              |  |                                                                                                                                                                                                                                                                             
|99.1          |  | Audit Committee Charter.(3)                                                                                                                                                                                                                                                 
|              |  |                                                                                                                                                                                                                                                                             
|99.2          |  | Disclosure Committee Charter.(3)                                                                                                                                                                                                                                            

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

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SIGNATURE

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|      |                  |  | FC FINANCIAL SERVICES INC.
|----- | ---------------- |  | --------------------------
|      |                  |  |                           
|      |                  |  |                           
|      |                  |  |                           
|Date: | October 23, 2006 |  | By:                       
|      |                  |  |                           
|      |                  |  |                           
|      |                  |  |                           
|      |                  |  |                           
|      |                  |  |                           
|      |                  |  |                           

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