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

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

QQuarterly Report PURSUANT Section 13 or 15(d) of the Securities Exchange Act of
1934For the quarterly period ended: October 31, 2008

or

£Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934For the transition
period from ____ to ____

Commission File Number 000-51790

ICP SOLAR TECHNOLOGIES, INC.

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

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

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

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

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

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

Yes Q

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

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

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

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

Yes £           
No £

APPLICABLE TO CORPORATE ISSUERS:

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

---

TABLE OF CONTENTS

|         | PART I. FINANCIAL INFORMATION                                                             |   
|-------- | ----------------------------------------------------------------------------------------- | --
|         |                                                                                           |   
|Item 1.  | Financial Statements                                                                      |   
|         |                                                                                           |   
|         | Consolidated Balance Sheet                                                                | 2 
|         |                                                                                           |   
|         | Statement of Operations and Comprehensive
    Loss                                        | 4 
|         |                                                                                           |   
|         | Statement of Cash Flows                                                                   | 5 
|         |                                                                                           |   
|         | Notes to Financial Statements                                                             | 7 
|         |                                                                                           |   
|Item 2.  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations | 25
|         |                                                                                           |   
|Item 3.  | Controls and Procedures                                                                   | 31
|         |                                                                                           |   
|         | PART II. OTHER INFORMATION                                                                |   
|         |                                                                                           |   
|Item 1.  | Legal Proceedings                                                                         | 31
|         |                                                                                           |   
|Item 1a. | Risk Factors                                                                              | 31
|         |                                                                                           |   
|Item 2.  | Unregistered Sales of Equity Securities and
    Use of Proceeds                           | 33
|         |                                                                                           |   

|Item 3. | Defaults upon Senior Securities                         | 33
|------- | ------------------------------------------------------- | --
|        |                                                         |   
|Item 4. | Submission of Matters to a Vote of Security
    Holders | 33
|        |                                                         |   
|Item 5. | Other Information                                       | 33
|        |                                                         |   
|Item 6. | Exhibits                                                | 34

---

PART I

ITEM 1. FINANCIAL STATEMENTS

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



---

ICP Solar Technologies Inc.

Consolidated Interim Financial Statements 
October 31, 2008
(Unaudited) 
Expressed in U.S. Funds



---

Consolidated Interim Financial Statements 
October 31, 2008
(Unaudited) 
Expressed in U.S. Funds

|Contents                                           |       
|-------------------------------------------------- | ------
|Balance Sheet                                      | 2     
|Statement of Shareholders' Deficiency              | 3     
|Statement of Operations and Comprehensive
    Loss | 4     
|Statement of Cash Flows                            | 5 - 6 
|Notes to Financial Statements                      | 7 - 24

1

---

ICP Solar Technologies Inc.

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

|                                                 |   | October 31, |   | January 31,
|------------------------------------------------ | - | ----------- | - | -----------
|                                                 |   | 2008        |   | 2008       
|                                                 |   |             |   |            
|Assets                                           |   |             |   |            
|Current                                          |   |             |   |            
|                                                 |   |             |   |            
|Cash                                             | $ | 103,112     | $ | 20,967     
|Restricted cash (note 5)                         |   | 835,796     |   | -          
|Term deposit                                     |   | -           |   | 505,301    
|Accounts receivable                              |   | 1,139,111   |   | 873,976    
|Inventories                                      |   | 2,060,540   |   | 2,426,177  
|Prepaid expenses                                 |   | 13,867      |   | 86,898     
|Current portion of loan receivable               |   | 417,771     |   |            
|                                                 |   | 4,570,197   |   | 3,913,319  
|Property and
    Equipment(note 6)               |   | 95,764      |   | 85,478     
|                                                 |   |             |   |            
|Unallocated Purchase Price Difference (note 7)   |   | 174,114     |   | -          
|                                                 |   |             |   |            
|Investment in EPOD Solar (Wales) Ltd. (note 8)   |   | -           |   | 1          
|                                                 |   |             |   |            
|Loan Receivable,less
    unamortized discount of |   |             |   |            
|$74,700 (2008 - $299,842) (note 8)               |   | 288,152     |   | 2,200,158  
|                                                 |   |             |   |            
|Investment in Convertible Debenture(note 8)      |   | 967,600     |   | -          
|                                                 |   |             |   |            
|                                                 | $ | 6,095,827   | $ | 6,198,956  

|                                                                       |   |           |   |          
|---------------------------------------------------------------------- | - | --------- | - | ---------
|Liabilities                                                            |   |           |   |          
|Current                                                                |   |           |   |          
|                                                                       |   |           |   |          
|Bank indebtedness (note 9)                                             | $ | -         | $ | 1,102,311
|Accounts payable and accrued liabilities                               |   | 1,586,308 |   | 920,396  
|Current portion of government grants payable                           |   | 24,455    |   | 27,036   
|                                                                       |   | 1,610,763 |   | 2,049,743
|Convertible Notes,
    less unamortized discount of $Nil               |   |           |   |          
|(2008 - $167,492)                                                      |   | -         |   | 682,508  
|                                                                       |   |           |   |          
|Senior Secured Convertible
    Debentures,less unamortized discount of |   |           |   |          
|$2,345,679 (2008 - $Nil) (note 10)                                     |   | 987,655   |   | -        
|Put Warrants(note 10)                                                  |   | 4,026,667 |   | -        
|Deferred Income Taxes                                                  |   | 600,000   |   | -        

|                                         |   |              |   |            
|---------------------------------------- | - | ------------ | - | -----------
|Contingencies(note 11)                   |   |              |   |            
|Shareholders' Deficiency                 |   |              |   |            
|Capital Stock(note 12)                   |   | 342          |   | 328        
|                                         |   |              |   |            
|Additional Paid-In Capital
    (note 13) |   | 15,675,004   |   | 13,105,085 
|                                         |   |              |   |            
|Accumulated Other Comprehensive Loss     |   | (1,001,670)  |   | (798,469)  
|                                         |   |              |   |            
|Accumulated Deficit                      |   | (15,802,934) |   | (8,840,239)
|                                         |   | (1,129,258)  |   | 3,466,705  
|                                         | $ | 6,095,827    | $ | 6,198,956  

See accompanying notes

-2-

---

ICP Solar Technologies Inc.

Consolidated Interim Statement of Shareholders' Deficiency

For the Nine Month Period Ended October 31, 2008 
(Unaudited) 
(Expressed in U.S. Funds)



|                              |              |         |               |             | Accumulated   |            |            
|----------------------------- | ------------ | ------- | ------------- | ----------- | ------------- | ---------- | -----------
|                              |              |         |               | Additional  | Other         |            | Total      
|                              | Common Stock | Paid-In | Comprehensive | Accumulated | Shareholders'
|                              | Number       | Amount  | Capital       | Loss        | Deficit       | Deficiency
|                              |              |         |               |             |               |            |            
|Balance - January 31, 2008    | 32,719,445   | $       | 328           | $           | 13,105,085    | $          | (798,469)  
|Common
    stock issued       | 566,550      |         | 6             |             | 145,974       |            | -          
|Stock-based compensation      | -            |         | -             |             | 983,673       |            | -          
|Warrants issued               | -            |         | -             |             | 262,448       |            | -          
|Modification of warrants      | -            |         | -             |             | 160,700       |            | -          
|Modification of stock options | -            |         | -             |             | 167,132       |            | -          
|Conversion of debentures      | 850,000      |         | 8             |             | 849,992       |            | -          
|Net loss                      | -            |         | -             |             | -             |            | (203,201)  
|Balance - October 31, 2008    | 34,135,995   | $       | 342           | $           | 15,675,004    | $          | (1,001,670)

See accompanying notes

-3-

---

ICP Solar Technologies Inc.

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

|                                                        | For the Three-Month Period | For the Nine-Month Period
|------------------------------------------------------- | -------------------------- | -------------------------
|                                                        | Ended October 31,          | Ended October 31         
|                                                        | 2008                       | 2007                     
|Net Sales                                               | $ 1,151,497                | $ 1,573,335              
|Cost of Sales                                           | 966,214                    | 1,196,861                
|Gross Margin                                            | 185,283                    | 376,474                  
|                                                        | 16%                        | 24%                      
|                                                        |                            |                          
|Expenses                                                |                            |                          
|                                                        |                            |                          
|Selling, general and administrative                     | 1,273,836                  | 2,077,571                
|Depreciation                                            | 7,759                      | 10,423                   
|Research and development                                | 405,823                    | 8,907                    
|Foreign exchange loss (gain)                            | (93,166)                   | 60,020                   
|                                                        | 1,594,252                  | 2,156,921                
|                                                        |                            |                          
|Operating Loss                                          | (1,408,969)                | (1,780,447)              
|                                                        |                            |                          
|Interest expense                                        | (68,274)                   | (84,315)                 
|Interest income                                         | 341                        | 4,026                    
|Forgiveness of loan receivable                          | -                          | -                        
|Write-down of loan receivable                           | -                          | -                        
|Accretion of discount on convertible
    notes          | -                          | (464,768)                
|Discount on loan receivable                             | -                          | -                        
|Discount on convertible debentures                      | (740,741)                  | -                        
|Financing costs                                         | -                          | -                        
|Accretion of discount on loan
    receivable            | 23,122                     | 125,779                  
|Interest expense on put warrant                         | (466,000)                  | -                        
|Gain on disposition of subsidiary                       | -                          | -                        
|                                                        | (1,251,552)                | (419,278)                
|                                                        |                            |                          
|Net Loss Before Income Taxes                            | (2,660,521)                | (2,199,725)              
|Deferred Income Taxes                                   | (250,000)                  | -                        
|Net Loss                                                | (2,410,521)                | (2,199,725)              
|Other Comprehensive Loss                                |                            |                          
|Foreign currency translation
    adjustment             | (203,201)                  | -                        
|Comprehensive Loss                                      | (2,613,722)                | (2,199,725)              
|Basic Weighted Average Number of
    Shares Outstanding | 33,896,040                 | 29,921,981               
|                                                        |                            |                          
|Basic and Diluted Loss Per Share(note 14)               | (0.08)                     | (0.07)                   

See accompanying notes

-4-

---

ICP Solar Technologies Inc.

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

|                                                              | For the Three-Month Period | For the Nine-Month Period
|------------------------------------------------------------- | -------------------------- | -------------------------
|                                                              | Ended October 31,          | Ended October 31,        
|                                                              | 2008                       | 2007                     
|                                                              |                            |                          
|Funds Provided (Used)                                         |                            |                          
|                                                              |                            |                          
|Operating Activities                                          |                            |                          
|                                                              |                            |                          
|Net loss                                                      | $(2,613,722)               | $(2,199,725)             
|Depreciation                                                  | 7,759                      | 10,423                   
|Write-down of property and equipment                          | -                          | -                        
|Foreign exchange (gain) loss                                  | (93,166)                   | 24,252                   
|Deferred income taxes                                         | (250,000)                  | -                        
|Gain on disposal of subsidiary                                | -                          | -                        
|Interest expense on put warrant                               | 466,000                    | -                        
|Forgiveness of loan receivable                                | -                          | -                        
|Write-down of loan receivable                                 | -                          | -                        
|Stock-based compensation                                      | 282,256                    | 183,961                  
|Warrants issued                                               | 3,769                      | 789,738                  
|Modification of warrants                                      | -                          | -                        
|Modification of stock options                                 | 23,400                     | -                        
|Discount on loan receivable                                   | -                          | -                        
|Accretion of discount on loan receivable                      | (23,122)                   | (125,779)                
|Accretion of discount on convertible debenture                | 740,741                    | -                        
|Accretion of discount on convertible notes                    | -                          | 464,768                  
|                                                              | (1,456,085)                | (852,362)                
|Changes in non-cash operating elements
    of working capital | 965,524                    | 665,675                  
|                                                              | (490,561)                  | (186,687)                
|                                                              |                            |                          
|Financing Activities                                          |                            |                          
|Bank indebtedness                                             | -                          | 190,138                  
|Issuance of convertible debentures                            | -                          | -                        
|Discount of convertible debentures                            | -                          | -                        
|Long-term debt                                                | -                          | -                        
|Loan payable, director                                        | -                          | -                        
|Obligation under capital lease                                | -                          | -                        
|Government grants payable                                     | (9,643)                    | -                        
|Common shares issued                                          | -                          | -                        
|Warrants exercised, shares not issued                         | -                          | 450,000                  
|                                                              | (9,643)                    | 640,138                  

-5-

---

ICP Solar Technologies Inc.

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

|                                            | For the Three-Month Period | For the Nine-Month Period
|------------------------------------------- | -------------------------- | -------------------------
|                                            |                            | Ended October 31,        
|                                            |                            | 2008                     
|                                            |                            |                          
|Investing Activities                        |                            |                          
|Additions to property and equipment         |                            | (3,364)                  
|Loan receivable                             |                            | 188,200                  
|Proceeds from disposition of subsidiary     |                            | -                        
|Loan receivable employees                   |                            | -                        
|Acquisition of WES Power Technology Inc.    |                            | -                        
|Term deposit                                |                            | -                        
|Restricted cash                             |                            | 310,053                  
|                                            |                            | 494,889                  
|                                            |                            |                          
|Effect of Foreign Exchange on Cash Balances |                            | -                        
|Increase (Decrease) in Cash                 |                            | (5,315)                  
|Cash, Beginning of Period                   |                            | 108,427                  
|Cash, End of Period                         | $                          | 103,112                  

See accompanying notes

-6-

---

ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements October 31, 2008 
(Unaudited) 
(Expressed in U.S. Funds)

1.

Basis of
Presentation

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

2.

Going Concern

The accompanying financial statements
have been prepared assuming the Company will continue as a going concern. The
Company has reported an accumulated deficit of $15,802,934 as at October 31,
2008 ($8,840,239 as at January 31, 2008). To date, these losses have been
financed principally through capital stock, long-term debt and debt from related
parties. Additional capital and/or borrowings will be necessary in order for the
Company to continue in existence until attaining and sustaining profitable
operations. Management has continued to develop a strategic plan to develop a
management team, maintain reporting compliance and establish contracts with
clients. Management anticipates generating revenue through manufacturing and
commercializing its products during the next year. The Company has commenced the
process of raising additional capital. Should the Company be unable to continue
as a going concern, it may be unable to realize the carrying value of its assets
and to meet its liabilities as they become due.

3.

Summary of
Significant Accounting Policies

Recently Issued Accounting
Pronouncements

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

-7-

---

ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements October 31, 2008 
(Unaudited) 
(Expressed in U.S. Funds)

3.

Summary of
Significant Accounting Policies (Contd)

The FASB issued FSP 133-1 and FIN
45-4, Disclosures about Credit Derivatives and Certain Guarantees: An Amendment
of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of
the Effective Date of FASB Statement No. 161". This FSP is intended to improve
disclosures about credit derivatives by requiring more information about the
potential adverse effects of changes in credit risk on the financial position,
financial performance, and cash flows of the sellers of credit derivatives. In
addition, it requires an additional disclosure about the current status of the
payment/performance risk of a guarantee. It also clarifies the effective date in
FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging
Activities. This FSP is effective for reporting periods (annual or interim)
ending after November 15, 2008. The Company is currently evaluating the impact
of this statement on its consolidated financial statements.

In October 2008, the FASB issued FSP
No. FAS 157-3, "Determining the Fair Value of a Financial Asset When the Market
for That Asset Is Not Active" ("FSP FAS 157-3"), which clarifies the application
of SFAS 157 and provides an example to illustrate key considerations in
determining the fair value of a financial asset when the market for that
financial asset is not active. FSP FAS 157-3 applies to financial assets within
the scope of accounting pronouncements that require or permit fair value
measurements in accordance with SFAS 157. FSP FAS 157-3 was effective for the
Company upon issuance on October 10, 2008 and the adoption did not have a
material impact on the Companys Consolidated Financial Statements.

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



-8-

---

ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements October 31, 2008 
(Unaudited) 
(Expressed in U.S. Funds)

4.

Adoption of New Accounting
Standards

Fair Value Measurements

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

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

Level 1:

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

Level 2:

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

Level 3:

Unobservable
inputs that are not corroborated by market data.

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

Fair Value of Financial
Instruments

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



-9-

---

ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2008 
(Unaudited)

4.

Adoption of New Accounting Standards
(Contd)

October 31, 2008
      
      January 31, 2008Carrying
      
      Estimated
      
      Carrying
      
      EstimatedValue
      
      Fair Value
      
      Value
      
      Fair ValueFinancial assetsCash
      $
      103,112
      $
      103,112
      $
      20,967
      $
      20,967Restricted cash
      
      835,796
      
      835,796
      
      -
      
      -Term deposit
      
      -
      
      -
      
      505,301
      
      505,301Loan receivable
      
      705,923
      
      705,923
      
      2,200,158
      
      2,200,158Investment in convertible debt
      
      967,600
      
      967,600
      
      -
      
      -Financial liabilitiesBank indebtedness
      
      -
      
      -
      
      1,102,311
      
      1,102,311Government grants payable
      
      24,455
      
      24,455
      
      27,036
      
      27,036Convertible notes
      
      -
      
      -
      
      682,508
      
      682,508Convertible debentures
      
      987,655
      
      2,408,044
      
      -
      
      -Put warrants
      
      4,026,667
      
      4,026,667
      
      -
      
      -




Fair Value Measurement at October 31, 2008 UsingQuoted Prices in Active Markets
      For Identical Assets
      
      Significant Other Observable
      Inputs
      
      Significant Unoberservable InputsDescription
      
      (Level 1)
      
      (Level 2)
      
      (Level 3)Investment in convertible debenture
      $
      -
      $
      967,600
      $
      -Convertible notes
      
      -
      
      -
      
      -Put warrants
      
      -
      
      4,026,667
      
      -


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

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

-10-

---

ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2008 
(Unaudited)

4.

Adoption of New Accounting Standards
(Contd)

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

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


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

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

Opening Balance - January 31,
      2008
      $
      2,200,158Modification of balance due to Second Amendment
      
      (1,416,558)Discount net of interest accretion
      
      (77,677)Ending Balance  October 31, 2008
      $
      705,923


-11-

---

ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2008 
(Unaudited)

5.

Restricted
Cash

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

Date of Disbursement
      % of Net Amount to be disbursed
      
      Amount to be disbursedJune 19, 2008
      15
      $
      202,209August 1, 2008
      23
      
      310,053November 1, 2008
      23
      
      310,053February 1, 2009
      15
      
      202,209May 1, 2009
      3
      
      40,442August 1, 2009
      9
      
      121,329November 1, 2009
      6
      
      80,883February 1, 2010
      6
      
      80,883$
      1,348,058


The amount of cash held in Escrow as
at October 31, 2008 is $ 835,796. The cash held in Escrow bears interest at 1.5%
per annum.

6.

Property and
Equipment

October 31,
      January 31,2008
      2008Accumulated
      Net Carrying
      Net CarryingCost
      Amortization
      Amount
      AmountMachinery and equipment
      $
      582,322
      $
      538,405
      $
      43,917
      $
      39,658Furniture and
      fixtures
      
      142,530
      
      121,161
      
      21,369
      
      18,965Computer equipment
      
      205,263
      
      174,785
      
      30,478
      
      26,859
    $
      930,115
      $
      834,351
      $
      95,764
      $
      85,478




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

-12-

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2008 
(Unaudited)

7.

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

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

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

(a)

A cash
considerationof
$1;

(b)

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

(c)

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

(d)

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

The total consideration to acquire
the net assets of WES, with a book value of $115,118, was $134,831 including
transaction costs. The excess consideration paid over the purchase price of
$19,713 is accounted for as part of goodwill. Total transactions costs of
$25,000 have been included as part of the cost of acquisition.

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

Assets Acquired:Other current assets
      $
      92,100Property and equipment
      
      16,855Unallocated purchase price difference
      
      174,114Total Assets
      $
      283,069Liabilities Assumed:Current liabilities
      $
      96,794Long-term debt
      
      51,444Total Liabilities
      
      148,238Net Assets at Fair Value
      $
      134,831


-13-

---

ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2008 
(Unaudited)

7.

Acquisition of WES Power Technology Inc.
("WES") (Contd)

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


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

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

Expected volatility
      75%Expected life
      5
      yearsRisk-free
      interest rate
      2.59%Dividend yield
      NilWeighted
      average fair value of warrants at grant date
      $ 0.2554


8.

Sale of 100% of Shares of ICP UK

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

a)

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

b)

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

c)

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

-14-

---

ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2008 
(Unaudited)

8.

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

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

i)

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

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

ii)

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

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

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

The investment in the convertible
debenture ($967,600) has been classified as available for sale and is recorded
at its fair value. A fair value has not been allocated to the warrants as it has
been determine that their value is nominal. The determination of the fair value
of the warrants used insignificant unobservable inputs and therefore would be
categorized as a level 2 hierarchy item in note 4.

9.

Bank
Indebtedness

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

-15-

---

ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2008 
(Unaudited)

10.

Senior Secured
Convertible Debentures

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

The Company also issued to the
holders:

- 





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

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

The warrants contain a put feature
which enables the holder to require the Company to redeem the warrants for cash.
The Company accounted for the warrants issued to the investors as a liability
under the provisions of FAS 150, "Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity" ("FAS 150"). The fair value
of the warrants, $6,256,000 exceeded the notional amount of the convertible
debentures net of the 10% discount, as such the excess amount of, approximately
$3,256,000 was expensed as interest.

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

Expected volatility
      82.86%Contractual life
      6
      yearsRisk-free interest rate
      3.73 %Dividend yield
      NilFair value of warants
      $ 0.469


Substantially all of the assets of the Company have
been pledged as security of the convertible notes. As at October 31, 2008,
approximately $111,000 of interest has been paid, and $988,000 of the discount
on the debt has been accreted.

-16-

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2008 
(Unaudited)

10.

Senior Secured Convertible
Debentures (Cont'd)

Registration Rights

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

11.

Contingencies

Litigation

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

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

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

12.

Capital Stock

July 31,
      January 31,2008
      2008Authorized without limit as to
      number -100,000,000 common shares authorized, $0.00001 par value100,000,000 preferred shares
      authorized, $0.00001 par value issued -34,135,995 (2008  32,719,445)
      common shares
      $
      342
      $
      328


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

-17-

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2008 
(Unaudited)

12.

Capital Stock
(Contd)

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

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

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

13.

Additional
Paid-In Capital

Stock Options

During the third quarter of 2009, the
Company recognized $274,179 in stock-based compensation for stock options
granted in 2008 (2008 - $1,088,208). As at October 31, 2008, the Company has
$594,055 (2008  1,521,705) of unrecognized stock-based compensation on these
options.

a)

Modification of
Exercise Price

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

This modification will be accounted
for by recording, over the vesting period, the difference between the fair value
immediately prior to the modification and the fair value determined at the date
of modification. As a result of this modification, the Company recorded an
incremental compensation expense of $23,400 in the quarter ending October 31,
2008 and $50,700 will be expensed over the remaining vesting period. The fair
value was determined by the Black-Scholes-Merton valuation model using the
following weighted average assumptions:

Expected volatility
      76%Expected life
      5.38 yearsRisk-free
      interest rate
      2.71 %Dividend yield
      NilWeighted average fair value of options at
      modification date
      $ 0.30


-18-

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2008 
(Unaudited)

13.

Additional
Paid-In Capital (Contd)

b)

Grant

On February 14, 2008, the Company
issued a total of 45,000 stock purchase options to current employees and 190,000
options to current Directors, vesting over a two year period, 25% every six
months and vesting on August 14, 2008 respectively. These options have an
exercise price of $0.50, and expire on February 14, 2018 with the exception of
100,000 options which expire on August 14, 2018. As a result of the grant, the
Company recorded a compensation expense of $5,258 in the quarter ending October
31, 2008, and $7,166 will be expensed over the remaining vesting period.

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

Expected volatility
      76%Expected life
      5.65 yearsRisk-free
      interest rate
      2.81%Dividend yield
      NilWeighted average fair value of options at grant
      date
      $ 0.306


On May 6, 2008, the Company issued a
total of 75,000 stock purchase options to the CFO, vesting over a two year
period, 25% every six months. The options have an exercise price of $0.50 and
expire on May 6, 2013. The Company recorded compensation expense of $ 2,818 in
the quarter ending October 31,2008 , and will recognize the remaining expense of
$16,907 over the vesting period.

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

Expected volatility
      76%Expected life
      3.25 yearsRisk-free interest rate
      4.58%Dividend yield
      NilWeighted average fair value of options at grant
      date
      $ 0.376


-19-

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2008 
(Unaudited)

13.

Additional
Paid-In Capital (Contd)



The following summarizes the Plan position during the
period is presented below:

WeightedAverageExercise
      Weighted AverageOptions
      Price
      Maturity Period (Years)Balance  July 31, 2008
      1,600,000
      $0.50
      9.04Forfeitures
      (100,000)
      $0.50
      8.70GrantedBalance  October 31, 2008
      1,500,000
      $0.50
      9.06Options that can be exercised atOctober 31, 2008
      977,500
      $0.50
      9.06


Warrants

a)

Modifications of
Exercise Price

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

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

Expected volatility
      76%Expected life
      2.63 yearsRisk-free
      interest rate
      2.01 %Dividend yield
      NilWeighted average fair value of warrants at
      modification date
      $ 0.2161


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

-20-

---

ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2008 
(Unaudited)

13.

Additional
Paid-In Capital (Contd)



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

Expected volatility
      104%Expected life
      4 monthsRisk-free
      interest rate
      1.24 %Dividend yield
      NilWeighted average fair value of warrants at
      modification date
      $ 0.0196


b)

Grant

On February 27, 2008, the Company
granted as consulting fees a total of 335,000 common share purchase warrants at
$0.50 per share, vesting over a four year period, 20% annually and 20% vesting
immediately. The warrants expire on February 27, 2013. As a result of the grant
of warrants, the Company recorded a consulting fee expense of $3,769 in the
quarter ended October 31, 2008, and $50,250 will be expensed over the remaining
vesting period.

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

Expected volatility
      75%Expected life
      3.6 yearsRisk-free interest rate
      2.25 %Dividend yield
      NilFair value of warrants at grant date
      $ 0.225


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

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

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

-21-

---

ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2008 
(Unaudited) 
(Expressed in U.S. Funds)

13.

Additional Paid-In Capital
(Contd)

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

Expected volatility
      99.5%Expected life
      2.0 yearsRisk-free interest rate
      2.88 %Dividend yield
      NilFair value of warrants at grant date
      $ 0.0225


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

WeightedAverageExercise PriceOutstanding, as at January 31, 2008
      3,935,000
      $
      0.61Transactions during the period:Issued
      20,479,998
      
      0.83Exercised
      -
      
      -Expired
      (2,800,000)
      
      0.50Outstanding, as at October 31, 2008
      21,614,998
      $
      0.82


- 22 -

---

ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2008 
(Unaudited) 
(Expressed in U.S. Funds)

13.

Additional Paid-In Capital
(Contd)

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

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


14.

Loss Per Share

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

15.

Related Party Transactions

Included in selling, general and administrative
expenses are $698,338 (2008 - $1,470,854) for options granted to the CEO, CFO,
and directors under the 2006 Stock Option Plan.

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

- 23 -

---

ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements 
October 31, 2008 
(Unaudited) 
(Expressed in U.S. Funds)

16.

Subsequent Event

The Company and The Senior Secured
Debenture Holders are discussing a possible renegotiation of the terms and
conditions of the Debentures and other debt instruments entered on June 13, 2008
.. As part of this discussion on November 5, 2008 the Escrow Agents returned all
Escrowed funds (see Note 5) including interest totaling $842,851 on a pro-rata
basis to the Debenture Holders. As a result the Escrowed funds are no longer
available to the Company.

Pursuant to a letter from
BridgePointe dated November 6, 2008, BridgePointe, on its own behalf and on
behalf of the other investors Platinum and Gemini, reached an agreement with the
Company whereby the parties agreed that if the Company perfects the Purchasers
security interest in the Companys foreign patents on or before November 30,
2008, the Purchasers shall have no right to issue default notices alleging a
default with respect to such patents that occurred prior to such date. The
Company has also reaffirmed its continuing obligations under the Debentures;
however, the Purchasers agreed to a moratorium, until November 20, 2008, on the
Companys obligation to pay the "Monthly Redemption Amount" (as defined in the
Debentures), retroactive to November 1, 2008.

- 24 -

---

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

Forward Looking Statements

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

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

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

Compliance with Generally Accepted Accounting Principles

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

Use of Estimates

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

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

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

Changes in Accounting Principles

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

- 25 -

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Overview

Company Background

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

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

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

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

Reorganization of the Corporation

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

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

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

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

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

- 26 -

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

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

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

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


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

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

Seasonality

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

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

Net Sales

During the third quarter ended October 31, 2008 ICPs consolidated net sales posted a decrease of 27% or $422 thousand to $1.15
million, down from $1.57 million for the three month period ended October 31,
2007. The decrease in third quarter sales of 2008 is due to the general economic
slowdown.

By geographic location, sales in North America accounted for
approximately 66% of total sales, Europe 28%, and Asia 7%.

Gross Margin

The gross margin decreased by 51% or $191 thousand from $376
thousand to $185 thousand for the quarter ended October 31,2008. The gross
profit margin as a percentage of sales was 16%, compared to 24% the previous
year. This decrease reflects the increase in costs of our manufactured products
as new sources of supply had to be found after disposal of our UK manufacturing
facility in May 2007.

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Operating expenses

Selling, general and administrative expenses (SG&A)
decreased by 39% or $804 thousand to $1.27 million for the quarter ended October
31,2008 from $2.08 million a year earlier. This decrease was a result of
significant decreases in stock based compensation, staff reductions and
decreased professional fees. Research and development expenses were $406
thousand for this quarter compared to $9 thousand in the corresponding period a
year earlier as the Company increased its R&D efforts on commercializing several
new products.

Including depreciation of $8 thousand and foreign exchange
gain of $93 thousand, operating losses amounted to $1.41 million compared
to losses of $1.78 million for the three month period ended October 31 31, 2007.
The decreased loss is due to the lower SG&A expenses this quarter.

Net interest expense for the quarter decreased by $16
thousand to $68 thousand from $84 thousand in the same quarter last year. This
decrease is due to lower interest on the convertible notes due to conversion of
convertible notes the prior year .The accretion of the discount on convertible
notes for the three month period ended October 3, 2007 was $465 thousand
compared nil this quarter and was due to an elimination of the discount when the
remaining $850 thousand in notes were converted to common shares last quarter.
The income resulting from the accretion of discount on the loan receivable was
$23 thousand compared to $126 thousand the previous years quarter due to the
renegotiation of terms with Epod Solar (see note 8 in Notes to Financial
Statements). The issuance of the Senior Secured Convertible Debentures (see note
10 in Notes to Financial Statements) last quarter resulted in a discount charge
of $ 741 thousand for the quarter ended October 31,2008. In addition on the
warrants included with these debentures there was interest on put warrants of
$466 thousand. The difference between the accounting and tax basis of this item
resulted in a recovery of deferred income taxes of $250 thousand. After giving
effect to these items, the net loss for the three month period ended October 31,
2008 amounted to $2.41 million and after the foreign currency translation
adjustment a comprehensive loss of $2.61 million compared to the net loss of
$2.2 million for the corresponding period a year earlier.

The loss per Class A share - basic and diluted amounted to
$0.08 on a weighted average of 33,896,040 outstanding shares for the quarter,
compared with a loss per share (basic and diluted) of $0.07 on 29,921,981 shares
the previous year.

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

Operating activities before net change in non-cash
working capital items used cash flows of $1.49 million during the quarter ended
October 31,2008 compared to $852 thousand a year earlier. Net changes in
non-cash working capital items related to operations generated a source of cash
flows in the amount of $965 thousand for the three months ended October 31, 2008
compared to a source of cash of $666 thousand for the third quarter ended
October 31, 2007. After net changes in non-cash working capital balances,
operating activities used net cash flows of $491 thousand, compared with a use
of cash of $187 thousand for the corresponding period the previous year.

Financing activities for this third quarter decreased
cash flows of $ 10 thousand compared to a $640 thousand increase in the prior
years quarter primarily as a result of the exercise of warrants and increase in
bank indebtedness.

Investing activities for the third quarter resulted in a
source of cash of $495 thousand to a release of $310 thousand of restricted cash
and reductions in the loan receivable of $188 thousand. The third quarter ended
October 31,2007 had a use of cash of $6 thousand.

The aggregate cash inflows and outflows for the three month
period ended October 31, 2008 saw a decrease in net cash flows of $5 thousand
compared to an increase of $448 thousand for the same period last year. ICP
ended the period with cash of $103 thousand, down $353 thousand from $456
thousand as at October 31, 2007.

Operating Results for the Nine Month Period Ended October
31, 2008

Net Sales

During the nine months ended October 31, 2008, ICPs consolidated net sales posted a decrease of 15% or $894 thousand to $4.99
million, down from $5.88 million for the nine month period ended October 31,
2007. The reduction in sales reflects the reduction of OEM factory customers and
a slowdown and an economic decline seen in all markets during the summer and
fall of 2008.

By geographic location for the nine months ended October 31,
2008, sales in North America accounted for approximately 71% of total sales,
Europe 23%, Asia 5%

Gross Margin

The gross margin decreased by 44% or $1.06 million to $1.36
million during the first nine months of fiscal 2009. The gross profit margin as
a percentage of sales was 27%, compared to 41% for the first nine months of the
previous year. This decrease reflects the increase in costs of our manufactured
products as new sources of supply had to be found after disposal of our UK
manufacturing facility in May 2007. There were also additional costs of air
freighting our shipments to customers from our overseas production facilities in
order to meet shipping deadlines.

Operating expenses

Selling and general and administrative expenses for the
nine month period ended October 31,2008 decreased by $586 thousand or 11% to
$4.63 million from $5.22 million a year earlier. This decrease was a result of
significant decreases in stock based compensation and reductions in professional
fees. Research and development expenses increased to $561thousand for the
nine-month period as compared to $9 thousand in charges the prior year. The
Company increased its R&D efforts on commercializing several new products which
will start generating revenues beginning in the fourth quarter of this fiscal
year.

Including depreciation of $21 thousand and the foreign
exchange gain of $79 thousand, operating losses amounted to $3.77 million
compared to losses of $2.95 million for the nine month period ended October 31,
2007.

- 29 -

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Net interest expense for the period decreased by $100
thousand to $169 thousand compared to $269 thousand in the same period last year
due to lower interest on the convertible notes because of the conversions of
convertible notes. The accretion of the discount on convertible notes for the
nine month period was $167 thousand compared to $559 thousand the prior period
was due to an elimination of the discount when the remaining $850 thousand in
notes were converted to common shares last quarter. The revenue from the
accretion of discount on the loan receivable went from $216 thousand last period
to $59 thousand due to the renegotiation of terms with Epod Solar (see note 8 in
Notes to Financial Statements). The renegotiation of these terms led to a gain
of $164 thousand on elimination on the discount on the old loan where there was
an amortization charge of $618 thousand the prior years period as well as
forgiveness on the loan this year of $89 thousand. The issuance of the Senior
Secured Convertible Debentures (see note 10 in Notes to Financial Statements)
last quarter resulted in a discount charge of $988 thousand and financing costs
of $383 thousand In addition on the warrants included with these debentures
there was interest on put warrants of $1.03 million. The difference between the
accounting and tax basis of this item resulted in deferred income taxes of $600
thousand. For the same period last year the company recorded a onetime gain on
disposition of subsidiary $2.82 million. After giving effect to these items, the
net loss for the nine month period ended October 31, 2008 amounted to $6.96
million and after the foreign currency translation adjustment a comprehensive
loss of $7.17 million compared to a net loss of $1.57 million for the
corresponding period a year earlier.

The loss per Class A share - basic and diluted amounted to
$0.21 on a weighted average of 33,896,040 outstanding shares compared with a
loss per share of $0.05 on 29,310,074 shares the previous year.

Principal Cash Flows for the Nine Month Period Ended
October 31, 2008

Operating activities before net change in non-cash
working capital items used cash flows of $3.07 million during the nine month
period ended October 31, 2008 compared to $1.46 million a year earlier. Net
change in non-cash working capital items related to operations generated cash
flows of $1.15 million for the nine months ended October 31, 2008 compared to
$876 thousand for the first nine months ended October 31, 2007. After net
changes in non-cash working capital balances, operating activities used net cash
flows of $1.92 million, compared with a use of cash of $583 thousand for the
corresponding period the previous year.

Financing activities for the nine months ended October
31, 2008 generated cash flows of $1.95 million compared to $569 thousand for the
prior years period primarily as a result of repayment of bank indebtedness of
$1.11 million and issuance of convertible debentures of $3.33 million. Also,
discount on convertible debentures of $333 thousand for this period compared to
nil for the same period last year. There were common shares issued for $100
thousand this period and $43 thousand of government grants repaid..

Investing activities generated a $55 thousand source of
cash flows this period due to an investment in restricted cash of $836 thousand
as a result of the convertible debenture financing offset by the proceeds of the
term deposit of $505 thousand. The repayment of the loan receivable of $436
thousand related to an in-kind receipt of goods for this period compared to cash
received of $150 thousand in the nine months ended October 31, 2007.when after
adjusting for the additions to property and equipment and term deposit resulted
in a net source of $ 127 thousand for the nine-month period ended October
31,2007.

The aggregate cash inflows and outflows for the nine month
period ended October 31, 2008 generated cash flows of $82 thousand compared to
usage of $218 thousand for the same period last year. ICP ended the period with
cash of $103 thousand down from $456 thousand as at October 31, 2007.

Financial Position as at October 31, 2008

Total assets amounted to $6.1 million as at October 31,
2008, compared to $6.2 million as at January 31, 2008. The major decrease is a
reduction in the Loan receivable which is partially offset by the increase in
restricted cash of $836 thousand.

Working capital totaled $2.96 million as at October 31,
2008 for a current ratio of 2.8:1 compared with working capital of $1.86 million
as at January 31, 2008 for a current ratio of 1.9:1.

Capital resources and
liquidity:The Company will meet its cash requirements on a short term basis
through its working capital. On a long-term basis the company will be looking to
raise additional capital by securing financing or issuing common shares.

Liabilities: The liability component of the convertible notes amounted to
nil as at October 31, 2008, compared with $682 thousand at the end of January
31, 2008. Senior Secured Convertible Debentures totaled $988 thousand, Put
Warrants $4.03 million and Future Income taxes $600 thousand, compared to nil
for the same period last year.

Shareholders deficiency amounted to $1.13 million,
compared to $3.46 million of Shareholders equity as at January 31, 2008. The
decrease is attributable to the comprehensive loss for the period of $7.17
million and the increase in paid-in capital of $2.57 million related to issuance
of stock options, warrants, and the conversion of debentures into common shares.
..

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ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Controls over Financial Reporting

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

PART II 
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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

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

Item 1A. RISK FACTORS

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

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

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

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

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

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

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

This Item is not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

This Item is not applicable.

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

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

ITEM 5. OTHER INFORMATION

This Item is not applicable.

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ITEM 6. EXHIBITS

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

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

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