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

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

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

For the quarterly period ended: April 30, 2008

or

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

For the transition
period from ____ to ____

Commission File Number 000-51790

ICP SOLAR TECHNOLOGIES, INC.

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

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

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

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

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

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

Yes Q

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

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

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

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

Yes £           
No £

APPLICABLE TO CORPORATE ISSUERS:

34,135,995 shares of the issuers common shares, par value $.00001 per share,
were issued and outstanding as of June 19, 2008.

---

TABLE OF CONTENTS

|        | PART I. FINANCIAL INFORMATION                                                  |   
|------- | ------------------------------------------------------------------------------ | --
|        |                                                                                |   
|Item 1. | Financial Statements                                                           | 3 
|        |                                                                                |   
|        | Consolidated Balance Sheet                                                     | 4 
|        |                                                                                |   
|        | Statement of Operations and Comprehensive
    Loss                             | 8 
|        |                                                                                |   
|        | Statement of Cash Flows                                                        | 9 
|        |                                                                                |   
|        | Notes to Financial Statements                                                  | 11
|        |                                                                                |   
|Item 2. | Managements Discussion and Analysis of
    Financial Condition and Results of | 26
|        | Operations                                                                     |   
|        |                                                                                |   
|Item 3. | Controls and Procedures                                                        | 33
|        |                                                                                |   
|        | PART II. OTHER INFORMATION                                                     |   
|        |                                                                                |   
|Item 1. | Legal Proceedings                                                              | 34
|        |                                                                                |   
|Item 2. | Unregistered Sales of Equity Securities and
    Use of Proceeds                | 34
|        |                                                                                |   

|Item 3. | Defaults upon Senior Securities                         | 34
|------- | ------------------------------------------------------- | --
|        |                                                         |   
|Item 4. | Submission of Matters to a Vote of Security
    Holders | 34
|        |                                                         |   
|Item 5. | Other Information                                       | 34
|        |                                                         |   
|Item 6. | Exhibits                                                | 35
|        |                                                         |   

-2-

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PART I
ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited balance
sheets of ICP Solar Technologies Inc. as at April 30, 2008 and January 31, 2008,
related unaudited statements of operations and comprehensive loss, and cash
flows for the three months ended April 30, 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 April 30, 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.

-3-

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ICP Solar Technologies Inc.

Consolidated Interim Financial Statements 
April 30, 2008 
(Unaudited) 
Expressed in U.S. Funds

-4-

---

Consolidated Interim Financial Statements 
April 30, 2008 
(Unaudited) 
Expressed in U.S. Funds

|Contents                                           |       
|-------------------------------------------------- | ------
|Balance Sheet                                      | 6     
|Statement of Shareholders' Equity                  | 7     
|Statement of Operations and Comprehensive
    Loss | 8     
|Statement of Cash Flows                            | 9-10  
|Notes to Financial Statements                      | 11- 25

-5-

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ICP Solar Technologies Inc.Consolidated Interim Balance Sheet

As At April 30, 2008 
(Unaudited) 
Expressed in U.S. Funds

|                                                                              |   | April 30,   | January 31,
|----------------------------------------------------------------------------- | - | ----------- | -----------
|                                                                              |   | 2008        |            
|Assets                                                                        |   |             |            
|Current                                                                       |   |             |            
|Cash                                                                          | $ | 20,925      | $          
|Term deposit                                                                  |   | 509,925     |            
|Accounts receivable                                                           |   | 1,599,440   |            
|Inventories                                                                   |   | 2,361,497   |            
|Prepaid expenses                                                              |   | 81,273      |            
|Current portion of loan receivable (note 6)                                   |   | 433,163     |            
|                                                                              |   | 5,006,223   |            
|Property and Equipment                                                        |   | 88,973      |            
|Unallocated Purchase Price Difference
    (note 12)                           |   | 229,678     |            
|Investment in EPOD Solar (Wales) Ltd.
    (note 6)                            |   | 1           |            
|Loan Receivable, less unamortized
    discount of $124,166 (2008 - $299,842)  |   |             |            
|(note 6)                                                                      |   | 503,271     |            
|Investment in Convertible Debt(note 6)                                        |   | 1,180,600   |            
|                                                                              | $ | 7,008,746   | $          
|Liabilities                                                                   |   |             |            
|Current                                                                       |   |             |            
|Bank indebtedness (note 5)                                                    |   | 1,057,904   |            
|Accounts payable and accrued liabilities                                      |   | 1,706,769   |            
|Current portion of government grants payable                                  |   | 71,754      |            
|Loan payable, employees (note 7)                                              |   | 11,367      |            
|                                                                              |   | 2,847,794   |            
|Convertible Notes, less unamortized
    discount of $137,570(2008 - $167,492) |   |             |            
|(note 8)                                                                      |   | 712,430     |            
|Contingency (note 9)                                                          |   |             |            
|Shareholders' Equity                                                          |   |             |            
|Capital Stock(note 10)                                                        |   | 334         |            
|Additional Paid-In Capital(note 11)                                           |   | 13,997,042  |            
|Accumulated Other Comprehensive Loss                                          |   | (798,469)   |            
|Accumulated Deficit                                                           |   | (9,750,385) |            
|                                                                              |   | 3,448,522   |            
|                                                                              | $ | 7,008,746   | $          

See accompanying notes

- 6 -

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ICP Solar Technologies Inc.

|                                        |               |        |         |               | Additional | Accumulated Other |               |         |             | Total 
|--------------------------------------- | ------------- | ------ | ------- | ------------- | ---------- | ----------------- | ------------- | ------- | ----------- | ------
|                                        | Capital Stock |        | Paid-In | Comprehensive |            | Accumulated       | Shareholders'
|                                        | Number        | Amount |         | Capital       |            | Loss              |               | Deficit |             | Equity
|Balance - January 31, 2008              | 32,719,445    | $      | 328     | $             | 13,105,085 | $                 | (798,469)     | $       | (8,840,239) | $     
|Common stock issued                     | 566,550       |        | 6       |               | 145,974    |                   | -             |         | -           |       
|Stock-based compensation                | -             |        | -       |               | 384,789    |                   | -             |         | -           |       
|Warrants issued                         | -             |        | -       |               | 81,438     |                   | -             |         | -           |       
|Modification of warrants (note 11)      | -             |        | -       |               | 160,700    |                   | -             |         | -           |       
|Modification of stock options (note 11) | -             |        | -       |               | 119,056    |                   | -             |         | -           |       
|Net loss                                | -             |        | -       |               | -          |                   | -             |         | (910,146)   |       
|                                        |               |        |         |               |            |                   |               |         |             |       
|Balance - April 30, 2008                | 33,285,995    | $      | 334     | $             | 13,997,042 | $                 | (798,469)     | $       | (9,750,385) | $     

See accompanying notes

- 7 -

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ICP Solar Technologies Inc.

|                                                    |   | For the
    Three-Month
|--------------------------------------------------- | - | -----------------------
|                                                    |   | Period Ended April 30, 
|                                                    |   | 2008                   
|                                                    |   |                        
|Net Sales                                           | $ | 1,891,654              
|                                                    |   |                        
|Cost of Sales                                       |   | 1,191,733              
|Gross Profit                                        |   | 699,921                
|Expenses                                            |   |                        
|                                                    |   |                        
|Selling, general and administrative                 |   | 1,584,234              
|Depreciation                                        |   | 6,396                  
|Research and development                            |   | 38,248                 
|Foreign exchange (gain) loss                        |   | 5,986                  
|                                                    |   | 1,634,864              
|Operating Loss                                      |   | (934,943)              
|                                                    |   |                        
|                                                    |   |                        
|Interest expense                                    |   | (36,747)               
|Interest income                                     |   | 4,763                  
|Forgiveness of loan receivable                      |   | (88,973)               
|Write-down of loan receivable                       |   | -                      
|Accretion of discount on convertible notes          |   | (29,922)               
|Discount on loan receivable                         |   | 166,404                
|Accretion of discount on loan receivable            |   | 9,272                  
|                                                    |   | 24,797                 
|                                                    |   |                        
|                                                    |   |                        
|Net Loss                                            |   | (910,146)              
|Other Comprehensive Income                          |   |                        
|Foreign currency translation adjustment             |   | -                      
|Comprehensive Loss                                  | $ | (910,146)              
|Basic Weighted Average Number of Shares Outstanding |   | 32,861,695             
|Basic and Diluted Loss Per Share                    | $ | (0.03)                 

See accompanying notes

- 8 -

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ICP Solar Technologies Inc. Consolidated Interim Statement of Cash Flows 
(Unaudited) 
Expressed in U.S. Funds

|                                                                                                                |   | For the
    Three-Month
|--------------------------------------------------------------------------------------------------------------- | - | -----------------------
|                                                                                                                |   | Period Ended April 30, 
|                                                                                                                |   | 2008                   
|                                                                                                                |   |                        
|Funds Provided (Used) -                                                                                         |   |                        
|                                                                                                                |   |                        
|Operating Activities                                                                                            |   |                        
|                                                                                                                |   |                        
|Net loss                                                                                                        | $ | (910,146)              
|Depreciation                                                                                                    |   | 6,396                  
|Write-down of property and equipment                                                                            |   | -                      
|Foreign exchange (gain) loss                                                                                    |   | 5,986                  
|Forgiveness of loan receivable                                                                                  |   | 88,973                 
|Write-down of loan receivable                                                                                   |   | -                      
|Stock-based compensation                                                                                        |   | 384,789                
|Warrants issued                                                                                                 |   | 17,588                 
|Modification of warrants                                                                                        |   | 160,700                
|Modification of stock options                                                                                   |   | 119,056                
|Discount on loan receivable                                                                                     |   | (166,404)              
|Accretion of discount on loan receivable                                                                        |   | (9,272)                
|Accretion of discount on convertible notes                                                                      |   | 29,922                 
|                                                                                                                |   | (272,412)              
|                                                                                                                |   |                        
|Changes in non-cash operating elements
    of working capital used in continuing operations                     |   | 247,162                
|                                                                                                                |   |                        
|Changes in non-cash operating elements of working
    capital from assets and liabilities held
    for disposal |   | -                      
|                                                                                                                |   | (25,250)               
|Financing Activities                                                                                            |   |                        
|                                                                                                                |   |                        
|Bank indebtedness                                                                                               |   | (44,407)               
|Loan payable, director                                                                                          |   | -                      
|Common shares issued                                                                                            |   | 100,000                
|Government grants payable                                                                                       |   | (760)                  
|Net cash provided from financing activities from                                                                |   | 54,833                 
|continuing operations                                                                                           |   |                        
|Net cash used from financing activities from
    assets and                                                     |   | -                      
|liabilities held for sale                                                                                       |   |                        
|                                                                                                                |   | 54,833                 

- 9 -

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ICP Solar Technologies Inc. Consolidated Interim Statement of Cash Flows 
(Unaudited) 
Expressed in U.S. Funds

|                                                                           |   | For the
    Three-Month
|-------------------------------------------------------------------------- | - | -----------------------
|                                                                           |   | Period Ended April 30, 
|                                                                           |   | 2008                   
|Investing Activities                                                       |   |                        
|                                                                           |   |                        
|Term deposit                                                               | $ | (4,624)                
|Acquisition of Wes Power Technology Inc.                                   |   | (25,001)               
|Net cash provided from investing activities from
    continuing operations |   | (29,625)               
|Net cash provided from investing activities from
    assets                |   | -                      
|and liabilities held for disposal                                          |   |                        
|                                                                           |   | (29,625)               
|Effect of Foreign Exchange on Cash Balances                                |   | -                      
|Increase (Decrease) in Cash                                                |   | (42)                   
|                                                                           |   |                        
|Cash                                                                       |   |                        
|Beginning of Period                                                        |   | 20,967                 
|End of Period                                                              | $ | 20,925                 
|                                                                           |   |                        
|See accompanying notes                                                     |   |                        

- 10 -

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ICP Solar Technologies Inc.

1.

The accompanying unaudited financial statements have been
prepared in accordance with U.S. generally accepted accounting principles for
interim financial information and Rule 8-03 of Regulation S-X and 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 months ended April 30, 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 $9,750,385 as at April 30, 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. In addition, the
Company was not in compliance with certain bank covenants (note 5). 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 year. The Company has commenced the
process of raising additional capital. Should the Company be unable to continue
as a going concern, it may be unable to realize the carrying value of its assets
and to meet its liabilities as they become due.

3.

Recently Issued Accounting Pronouncements

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

- 11 -

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ICP Solar Technologies Inc.

4.

Fair Value Measurements

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

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

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

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

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

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

Fair Value of Financial Instruments

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

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

- 12 -

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ICP Solar Technologies Inc.

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

|                               |   | April 30, 2008 |                | January 31, 2008
|------------------------------ | - | -------------- | -------------- | ----------------
|                               |   | Carrying       | Estimated Fair |                 
|                               |   | Value          |                | Value           
|                               |   |                |                |                 
|Financial assets               |   |                |                |                 
|Cash                           | $ | 20,925         | $              | 20,925          
|Term deposit                   |   | 509,925        |                | 509,925         
|Loan receivable                |   | 936,434        |                | 936,434         
|Investment in convertible debt |   | 1,180,600      |                | 1,180,600       
|Financial liabilities          |   |                |                |                 
|Bank indebtedness              |   | 1,057,094      |                | 1,057,094       
|Government grants payable      |   | 71,754         |                | 71,754          
|Loan payable, employees        |   | 11,367         |                | 11,367          
|Convertible notes              |   | 712,430        |                | 712,430         

|                               |                               
|------------------------------ | ------------------------------
|                               |                               
|                               | Fair Value
    Measurements at
|                               | April 30, 2008 Using          
|                               | Quoted Prices in              
|                               | Active Markets                
|                               | For Identical                 
|                               | Assets                        
|Description                    | (Level 1)                     
|                               |                               
|Investment in convertible debt | $ -                           

- 13 -

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ICP Solar Technologies Inc.

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

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.

The following summarizes the changes in the fair value of the
convertible notes for the three month period ending April 30, 2008:

|Opening Balance - January 31, 2008 | $ | 682,508
|---------------------------------- | - | -------
|Interest accretion                 |   | 29,922 
|Ending Balance - April 30, 2008    | $ | 712,430

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 three month period ending April 30, 2008:

|Opening Balance - January 31, 2008                  | $ | 2,200,158  
|--------------------------------------------------- | - | -----------
|                                                    |   | (1,139,558)
|Modification of balance due to Second
    Amendment |   |            
|Discount net of interest accretion                  |   | (124,166)  
|Ending Balance - April 30, 2008                     | $ | 936,434    

5. Bank Indebtedness

The terms of the banking agreement require the Company to
comply with certain financial covenants. At April 30, 2008, the Company was not
in compliance with maintaining a minimum tangible net worth and could be
required to repay on demand all amounts due under the agreement. The Company has
not received any default notice and is not seeking to obtain the necessary
waivers or changes to the agreement (note 15). As security for this credit
facility, the Company has pledged substantially all of its assets.

- 14 -

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ICP Solar Technologies Inc.Notes to Consolidated Interim Financial Statements 
April 30, 2008 
(Unaudited) 
Expressed in U.S. Funds
6. Sale of 85% of Shares of ICP UK

On May 9, 2007, the Company signed a Share Purchase Agreement
(the "Agreement") with ISE LLC ("ISE"). Under the terms of the Agreement, 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 will
be transferred to ISE for $10. The transfer of the remaining 15% interest will
occur at a future date, which is to be mutually agreed upon by both parties.
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;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 4). 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 $1,180,600 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.- 15 -
ICP Solar Technologies Inc.Notes to Consolidated Interim Financial Statements 
April 30, 2008 
(Unaudited) 
Expressed in U.S. Funds6. Sale of 85% of Shares of ICP UK
(Cont'd)

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

The loan is payable upon demand and is non-interest bearing.
8. Convertible Notes

Issued in July 2006, the convertible notes bear interest at
the rate of 8% per annum and are repayable on
June 30, 2009. Interest payments commenced on June 30, 2007.
As at April 30, 2008, the notes were convertible into common shares of the
Company, at the option of the holders, at a rate of $1 per share.
At the time of issuance, the Company also issued to the
holders 2,500,000 stock purchase warrants exercisable at $1 per common share
before January 11, 2008. On January 11, 2008, the expiry date of the related
warrants was extended to July 11, 2008.
The Company may, at its option, elect to pay the interest by
the issuance of shares of common shares. The number of shares is to be
determined by dividing the amount of the interest payment by the number which is
90% of the average market price of the Company's common shares for the ten
trading days immediately prior to the interest payment date.
As at April 30, 2008, accrued interest amounting to $71,333
and accreted interest amounts to $29,922 have been expensed in the books of the
Company resulting in a carrying value of the convertible notes of $712,430.
9.Contingency

Litigation

The Company is a defendant in a claim instituted by a former
director for a severance payment totaling $150,462. Management believes the
claim is without merit and no provision for the claim has been made in the
accounts.

- 16 -

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ICP Solar Technologies Inc.Notes to Consolidated Interim Financial Statements 
April 30, 2008 
(Unaudited) 
Expressed in U.S. Funds

10.     Capital Stock

|                                                                | April
    30, | January
    31,
|--------------------------------------------------------------- | ------------- | ---------------
|                                                                | 2008          | 2008           
|                                                                |               |                
|Authorized without
    limit as to number -                     |               |                
|100,000,000 common
    shares authorized, $0.00001 par value    |               |                
|100,000,000 preferred
    shares authorized, $0.00001 par value |               |                
|                                                                |               |                
|Issued -                                                        |               |                
|33,285,995 (2008 - 32,719,445) common
    shares                | $ 334         | $ 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 12).

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.

11.     Additional Paid-In Capital

Stock Options

During the first quarter of 2009, the Company recognized
$364,276 in stock-based compensation for stock options granted in 2008 (2008 -
$Nil). As at April 30, 2008, the Company has $837,553 (2008 - $Nil) of
unrecognized stock-based compensation.

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.

- 17 -

---

ICP Solar Technologies Inc.Notes to Consolidated Interim Financial Statements 
April 30, 2008 
(Unaudited) 
Expressed in U.S. Funds

11.     Additional Paid-In Capital (Cont'd)

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 $119,056 in the quarter ending April 30,
2008 and $98,776 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


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 $20,513 in the quarter ending April
30, 2008, and $37,040 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


- 18 -

---

ICP Solar Technologies Inc.Notes to Consolidated Interim Financial Statements 
April 30, 2008 
(Unaudited) 
Expressed in U.S. Funds

11.     Additional Paid-In Capital (Cont'd)

The following summarizes the Plan position for the
quarter:

WeightedWeighted
      AverageAverage
      MaturityOptions
      Exercise Price
      Period (Years)Balance - January
      31, 2008
      1,415,000
      $
      0.50
      9.04Granted
      235,000
      
      0.50
      9.50Balance - April 30,
      2008
      1,650,000
      
      0.50
      9.11Options that can be
      exercised at April 30, 2008
      381,250
      $
      0.50
      9.04


Warrants

a)

Modifications of
Exercise Price

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

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

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


- 19 -

---

ICP Solar Technologies Inc.Notes to Consolidated Interim Financial Statements 
April 30, 2008 
(Unaudited) 
Expressed in U.S. Funds

11.     Additional Paid-In Capital
(Cont'd)

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.

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
      $ 0.196


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 $17,588 in the
quarter ended April 30, 2008, and $57,787 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
      $ 0.0225


- 20 -

---

ICP Solar Technologies Inc.Notes to Consolidated Interim Financial Statements 
April 30, 2008 
(Unaudited) 
Expressed in U.S. Funds

11.     Additional Paid-In Capital (Cont'd)

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

WeightedAverageExercise PriceOutstanding, as at January 31, 2008
      4,075,000
      $
      0.60Transactions during
      the period:Issued
      585,000
      
      0.50Exercised
      (725,000)
      
      0.50Expired
      -
      
      -Outstanding, as at April 30, 2008
      3,935,000
      $
      0.61


The following table provides additional information
with respect to outstanding warrants at April 30, 2008:

WeightedNumber of
      AverageGrant Date
      Expiry Date
      Warrants
      Exercise PriceJuly 11, 2006
      July 2008
      2,800,000
      $
      0.50May 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
      
      0.50Balance - April 30, 2008
      
      3,935,000


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.

- 21 -

---

ICP Solar Technologies Inc.Notes to Consolidated Interim Financial Statements 
April 30, 2008 
(Unaudited) 
Expressed in U.S. Funds

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

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

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

(a)

A cash
consideration of $1;

(b)

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

(c)

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

(d)

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

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

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

|Assets Acquired:                      |   |        
|------------------------------------- | - | -------
|                                      |   |        
|Other current assets                  | $ | 29,658 
|Property and equipment                |   | 9,891  
|Unallocated purchase price difference |   | 229,678
|                                      |   |        
|Total Assets                          | $ | 269,227

- 22 -

---

ICP Solar Technologies Inc.Notes to Consolidated Interim Financial Statements 
April 30, 2008 
(Unaudited) 
Expressed in U.S. Funds

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

|Liabilities Assumed:                  |   |        
|------------------------------------- | - | -------
|Current liabilities                   | $ | 77,551 
|Long-term debt                        |   | 56,845 
|Total Liabilities                     |   | 134,396
|Net Assets at Fair Value              | $ | 134,831
|                                      |   |        
|Consideration:                        |   |        
|                                      |   |        
|                                      |   |        
|Cash                                  | $ | 1      
|Issuance of 104,050
    common shares |   | 45,980 
|Issuance of 250,000
    warrants      |   | 63,850 
|Transaction costs                     |   | 25,000 
|Total consideration                   | $ | 134,831

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

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

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

13.     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.

- 23 -

---

ICP Solar Technologies Inc.Notes to Consolidated Interim Financial Statements 
April 30, 2008 
(Unaudited) 
Expressed in U.S. Funds

14.     Related Party Transactions

Included in selling, general and administrative expenses are
$368,000 (2008 - $Nil) 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.

15.     Subsequent Events

Subsequent to April 30, 2008, 850,000 common shares were
issued as a result of the conversion of $850,000 of convertible notes.

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

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

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

On June 13, 2008, the Company issued to a number of
accredited investors Original Issue Discount 11% Senior Secured Convertible
Debentures (the "Debentures"), due June 13, 2010, having a principal face amount
of $3,333,334 and generating gross proceeds of $3,000,000. A portion of the
proceeds from the offering are being used to redeem all of the outstanding
principal and accrued interest on the Company's credit facility (note 5).

- 24 -

---

ICP Solar Technologies Inc.Notes to Consolidated Interim Financial Statements 
April 30, 2008 
(Unaudited) 
Expressed in U.S. Funds

15.     Subsequent Events (Cont'd)

The principal amount under the Debentures is repayable to the
investors in 18 equal monthly payments of $185,185 plus interest beginning
November 1, 2008. The Company may elect to make principal payments in common
shares. If the Company elects to make principal payments in common shares, the
conversion rate will be the lesser of (a) the Conversion Price (as defined
below), 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.

Interest payments will be payable in cash monthly commencing
on June 10, 2008. The Company may elect to make interest payments in common
shares provided, generally, that it is not in default under the Debentures and
there is then in effect a registration statement with respect to the shares
issuable upon conversion of the Debentures or in payment of interest due
thereunder.

At any time, holders may convert the Debentures into shares
of common shares at a fixed conversion price of $0.50, subject to adjustment in
the event the Company issues common shares (or securities convertible into or
exercisable for common shares) at a price below the conversion price as such
price may be in effect at various times (the "Conversion Price").

The Debentures rank senior to all current and future
indebtedness and are secured by substantially all of the assets of the Company.

In connection with the financing transaction, the Company
issued to the investors Series A six-year warrants to purchase 6,666,666 common
shares at $0.50 per share, Series B six-year warrants to purchase 6,666,666
common shares at $1.00 per share and Series C six-year warrants to purchase
6,666,666 common shares at $1.00 per share (collectively, the "Warrants"). The
Series C warrants cannot be exercised unless the Series B warrants were
exercised.

The Company also entered into a registration rights agreement
with the investors that requires the Company to register the shares issuable
upon conversion of the Debentures and exercise of the Warrants within 35 days
after the closing date of the transaction. If the registration statement is not
filed within that time period or is not declared effective within 90 days after
the closing date, the Company will be required to pay liquidated damages in cash
in an amount equal to 2% of the total subscription amount

- 25 -

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

Forward Looking Statements

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

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

The following information should be read in conjunction with
the unaudited consolidated financial statements for the three months period
ended April 30, 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.

- 26 -

---



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 three months ended April 30, 2008.

Overview

Company Background

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

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

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

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

- 27 -

---



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.

- 28 -

---



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.

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 $9,750,385 as at April 30, 2008 (January 31, 2008 -
$8,840,239). To date, these losses have been financed principally through
capital stock, long-term debt and debt from related parties. Additional capital
and/or borrowings will be necessary in order for the Company to continue in
existence and attaining profitable operations.

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

- 29 -

---



Operating Results for the Three Month Period Ended April
30, 2008

Net Sales

During the first quarter ended April 30, 2008, ICPs consolidated net salesposted a decrease of 28% or $729 thousand to $1.89
million, down from $2.6 million for the three month period ended April 30, 2007.
This difference can be explained by the loss of $415 thousand of OEM business
which we had in 2007 as we had not yet been able to find a source of supply to
fulfill these types of orders. We also lost business because customers were
drawing down on their inventories rather than purchasing new product. We were
not able to meet consumer demand on certain products due to lack of inventory
and delivery delays. The lack of inventory was due to a lack of funding. These
issues have been addressed in the second fiscal quarter.

By geographic location, sales in North America accounted for
approximately 64% (2007-51%) of total sales, Europe 23 %(2007-31%) , Asia
13%(2007-8%) and Africa 0%(2007-10%.)

Gross Margin

The gross margin decreased by 42% or $503 thousand to $700
thousand. This was a result of lower sales. The gross profit margin as a
percentage of sales worked out to 37%, compared to 46% the previous year.

Operating expenses

Selling and general and administrative expenses increased
to $1.58 million from $1.22 million a year earlier. This increase of 30% or $364
thousand is explained by $682 thousand in stock based compensation, a non-cash
charge. April 2007 includes $398 thousand for UK factory SG&A. Other material
variances include increases in administration salaries of $23 thousand,
professional fees of $99 thousand and decreases in selling and marketing of $40
thousand.

Research and development costs increased by $38 thousand as
the Company concentrated its efforts on R&D on new products rather than
commercializing the results of prior R&D efforts.

Including depreciation of $6 thousand and the foreign
exchange loss of $6 thousand, operating lossesamounted to $935 thousand
compared to a loss of $8 thousand for the three month period ended April 30,
2007.

The loss per common share (basic and diluted) amounted to
$0.03 on a weighted average of 32,861,695 outstanding shares, compared with loss
per share of $0.01 on 29,000,000 shares the previous year.

- 30 -

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Principal Cash Flows for the Three Month Period Ended
April 30, 2008

Operating activities before net change in non-cash
working capital items used cash flows of $272 thousand during the period
compared to used cash flows of $50 thousand a year earlier. Net change in
non-cash working capital items related to operations generated cash flows of
$247 thousand for the three months ended April 30, 2008 compared to a use of
cash flows of $4 thousand for the first quarter ended April 30, 2007. Net change
in non-cash working capital items related to assets and liabilities held for
sale used cash flows of $57 thousand for the three months ended April 30, 2007
compared to nil for the first quarter ended April 30, 2008. After net changes in
non-cash working capital balances, operating activities used net cash flows of
$25 thousand, compared with a use of cash of $111 thousand for the corresponding
period the previous year.

Financing activities from continuing operations provided
cash flows of $55 thousand, primarily as a result of share and warrant issuances
for the period ended April 30, 2008. The prior years financing activities from
continuing operations provided cash flows of $306 thousand primarily as a result
of the increase in bank indebtedness.

Financing activities from assets and liabilities held for
sale used net cash flows in the amount of $40 thousand for the quarter ended
April 30, 2007 compared to nil for the corresponding period this year. Thus the
total cash flows generated from financing activities totaled $55 thousand
compared to $266 thousand for the corresponding period a year earlier.

Investing activities used cash of $30 thousand as a
result of the assets acquired through Wes Power. The prior years quarter
generated cash flows of $82 thousand principally from the assets and liabilities
held for sale.

The aggregate cash inflows and outflows for the three month
period ended April 30, 2008 provided net cash flows of $nil compared to $2
thousand for the same period last year. ICP ended the period with cashof
$21 thousand, down from $37 thousand as at April 30, 2007.

Financial Position as at April 30, 2008

Total assets amounted to $7.0 million as at April 30, 2008,
compared to $6.2 million as at January 31, 2008. This increase primarily
reflects the increase in accounts receivable, and the acquisition of Wes Power.

Working capital remained was $2.1 million as at April 30,
2008 and was 2.36 million at January 31, 2008. The current ratio as at April 30,
2008 was at 1.76:1 and at 2.15:1 at January 31, 2008.

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The liability component of the convertible notes amounted to
$712 thousand as at April 30, 2008, compared with $683 thousand at the end of
January 31, 2008. Interest-bearing debtfrom continuing operations
(convertible notes and bank indebtedness) was unchanged as at April 30, 2008
when compared to January 31, 2008. Considering the accumulated losses to date
and the increase in total debt, the Company is not in compliance with certain
ratios contained in the covenants related to banking agreements and could be
required to repay on demand all amounts due ($1.0 Million as of April 30, 2008)
under these agreements. The Company has not received any default notice from its
lenders thus far. The Company is not seeking to obtain the necessary waivers or
changes to these credit agreements from its lenders.

Shareholders equity amounted to $3.4 million unchanged
from $3.4 million as at January 31, 2008.

Subsequent Events

Conversion of Convertible Notes

Subsequent to April 30, 2008, 850,000
common shares were issued as a result of the conversion of $850,000 of
convertible notes.

Issuance of Stock Options

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

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

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


Issuance of Senior Secured
Convertible Debentures

On June 13, 2008, the Company issued
to a number of accredited investors Original Issue Discount 11% Senior Secured
Convertible Debentures (the "Debentures"), due June 13, 2010, having a principal
face amount of $3,333,334 and generating gross proceeds of $3,000,000.

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The principal amount under the
Debentures is repayable to the investors in 18 equal monthly payments of
$185,185 plus interest beginning November 1, 2008. The Company may elect to make
principal payments in common shares. If the Company elects to make principal
payments in common shares, the conversion rate will be the lesser of (a) the
Conversion Price (as defined below), 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.

Interest payments will be payable in
cash monthly commencing on June 10, 2008. The Company may elect to make interest
payments in common shares provided, generally, that it is not in default under
the Debentures and there is then in effect a registration statement with respect
to the shares issuable upon conversion of the Debentures or in payment of
interest due thereunder.

At any time, holders may convert the
Debentures into shares of common shares at a fixed conversion price of $0.50,
subject to adjustment in the event the Company issues common shares (or
securities convertible into or exercisable for common shares) at a price below
the conversion price as such price may be in effect at various times (the
"Conversion Price").

The Debentures rank senior to all
current and future indebtedness and are secured by substantially all of the
assets of the Company.

In connection with the financing
transaction, the Company issued to the investors Series A six-year warrants to
purchase 6,666,666 common shares at $0.50 per share, Series B six-year warrants
to purchase 6,666,666 common shares at $1.00 per share and Series C six-year
warrants to purchase 6,666,666 common shares at $1.00 per share (collectively,
the "Warrants"). The Series C warrants cannot be exercised unless the Series B
warrants were exercised.

The Company also entered into a
registration rights agreement with the investors that requires the Company to
register the shares issuable upon conversion of the Debentures and exercise of
the Warrants within 35 days after the closing date of the transaction. If the
registration statement is not filed within that time period or is not declared
effective within 90 days after the closing date, the Company will be required to
pay liquidated damages in cash in an amount equal to 2% of the total
subscription amount.

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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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 by a former director
for a severance payment totaling $150,462. Management believes the claim is
without merit and no provision for the claim has been made in the accounts.

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

This Item is not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

This Item is not applicable.

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

No matter was submitted during the first quarter ended April
30, 2008, to a vote of security holders, through the solicitation of proxies or
otherwise.

ITEM 5. OTHER INFORMATION

This Item is not applicable.

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ITEM 6. EXHIBITS

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

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