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

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

FORM 10-Q

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

or

o     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number 000-51790

ICP SOLAR TECHNOLOGIES, INC.(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

Yes x        
No o

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 o         Accelerated filer
o         Non-accelerated filer
o        
Smaller reporting company x

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 o        
No o

APPLICABLE TO CORPORATE ISSUERS:

46,962,442 shares of the issuers common shares, par value
$.00001 per share, were issued and outstanding as of December 15, 2009.

---

TABLE OF CONTENTS

|         | PART I. FINANCIAL INFORMATION                                                               |   
|-------- | ------------------------------------------------------------------------------------------- | --
|Item 1.  | Consolidated Financial
      Statements                                                     |   
|         | Consolidated Balance Sheets                                                                 | 1 
|         | Statement of Shareholders Deficiency                                                       | 2 
|         | Statements of Operations and
      Comprehensive Loss                                       | 3 
|         | Statements of Cash Flows                                                                    | 4 
|         | Notes to Financial Statements                                                               | 6 
|Item 2.  | Managements Discussion and Analysis of
      Financial Condition and Results of Operations | 18
|Item 3.  | Controls and Procedures                                                                     | 23
|         |                                                                                             |   
|         | PART II. OTHER INFORMATION                                                                  |   
|Item 1.  | Legal Proceedings                                                                           | 23
|Item 1a. | Risk factors                                                                                | 23
|Item 2.  | Unregistered Sales of Equity
      Securities and Use of Proceeds                           | 23
|Item 3.  | Defaults upon Senior Securities                                                             | 23
|Item 4.  | Submission of Matters to a Vote
      of Security Holders                                   | 23
|Item 5.  | Other Information                                                                           | 23
|Item 6.  | Exhibits                                                                                    | 24

---

PART I

ITEM 1. FINANCIAL STATEMENTS

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

---



ICP Solar Technologies Inc.

Consolidated Financial Statements 
October 31, 2009 
(Unaudited) 
(Expressed in U.S. Funds)



---

ICP Solar Technologies Inc. Consolidated Financial Statements 
October 31, 2009

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

|Contents                                              |       
|----------------------------------------------------- | ------
|Balance Sheets                                        | 1     
|Statement of Shareholders' Deficiency                 | 2     
|Statements of Operations and Comprehensive
      Loss | 3     
|Statements of Cash Flows                              | 4 - 5 
|Notes to Financial Statements                         | 6 - 19

---

ICP Solar Technologies Inc. Consolidated  Balance Sheets 
As At October 31, 2009

(Expressed in U.S. Funds)

|                                                                                                                   |   | October 31, |   |   | January 31, |  
|------------------------------------------------------------------------------------------------------------------ | - | ----------- | - | - | ----------- | -
|                                                                                                                   |   | 2009        |   |   | 2009        |  
|                                                                                                                   |   | (unaudited) |   |   |             |  
|Assets                                                                                                             |   |             |   |   |             |  
|Current                                                                                                            |   |             |   |   |             |  
|Cash                                                                                                               | $ | 12,313      |   | $ | 193,517     |  
|Accounts
      receivable, net                                                                                     |   | 170,414     |   |   | 622,981     |  
|Inventories                                                                                                        |   | 756,916     |   |   | 1,492,808   |  
|Prepaid expenses                                                                                                   |   | 157,721     |   |   | 12,941      |  
|Total current
      assets                                                                                         |   | 1,097,364   |   |   | 2,322,247   |  
|Property and Equipment, net                                                                                        |   | 76,038      |   |   | 88,030      |  
|Intangibles, net                                                                                                   |   | 77,414      |   |   | 120,914     |  
|Investment in
      Convertible Debt,net of $967,600 provision                                                     |   | 1           |   |   | 1           |  
|Total Assets                                                                                                       | $ | 1,250,817   |   | $ | 2,531,192   |  
|                                                                                                                   |   |             |   |   |             |  
|Liabilities                                                                                                        |   |             |   |   |             |  
|Current                                                                                                            |   |             |   |   |             |  
|Accounts payable and accrued liabilities                                                                           | $ | 1,654,062   |   | $ | 1,648,019   |  
|Put option
      liability                                                                                         |   | 94,640      |   |   | 67,555      |  
|Derivative liability- embedded conversion option(note 5)                                                           |   | 744,161     |   |   | -           |  
|Current portion of
      government grants payable                                                                 |   | 5,202       |   |   | 17,533      |  
|Senior
      Secured Convertible Grid Notes, less unamortized discount of $8,492
      (2009-$nil)(note 5)         |   | 80,308      |   |   | -           |  
|Senior
      Secured Convertible Debentures, less unamortized discount of $762,935
      (2009-$2,708,934)(note 5) |   | 732,539     |   |   | 171,517     |  
|Total current
      liabilities                                                                                    |   | 3,310,912   |   |   | 1,904,624   |  
|Put Warrant(note 5)                                                                                                |   | 8,335,000   |   |   | 3,600,000   |  
|Total Liabilities                                                                                                  |   | 11,645,912  |   |   | 5,504,624   |  
|                                                                                                                   |   |             |   |   |             |  
|Commitments and Contingencies(notes
      6 and 7)                                                                 |   |             |   |   |             |  
|Shareholders' Deficiency                                                                                           |   |             |   |   |             |  
|Capital Stock(note 8)                                                                                              |   | 459         |   |   | 351         |  
|Additional Paid-In Capital(note 9)                                                                                 |   | 18,067,380  |   |   | 16,157,548  |  
|Accumulated Other Comprehensive Loss                                                                               |   | (1,005,625  | ) |   | (1,005,625  | )
|Accumulated
      Deficit                                                                                          |   | (27,457,309 | ) |   | (18,125,706 | )
|Total shareholders deficiency                                                                                     |   | (10,395,095 | ) |   | (2,973,432  | )
|Total
      Liabilities and Shareholders Deficiency                                                               | $ | 1,250,817   |   | $ | 2,531,192   |  

See accompanying notes

- 1 -

---

ICP SolarTechnologies Inc. ConsolidatedStatement of Shareholders' Deficiency

For the Nine Month Period
Ended October 31, 2009 
(Unaudited) 
(Expressedin U.S. Funds)

|                                                          |  |               |  |   |         |  |   |               |  |   | Accumulated |   |   |               |   |   |             |  
|--------------------------------------------------------- |  | ------------- |  | - | ------- |  | - | ------------- |  | - | ----------- | - | - | ------------- | - | - | ----------- | -
|`                                                         |  |               |  |   |         |  |   | Additional    |  |   | Other       |   |   |               |   |   | Total       |  
|                                                          |  | Capital Stock |  |   | Paid-In |  |   | Comprehensive |  |   | Accumulated |   |   | Shareholders' |  
|                                                          |  | Shares        |  |   | Amounts |  |   | Capital       |  |   | Loss        |   |   | Deficit       |   |   | Deficiency  |  
|                                                          |  |               |  |   |         |  |   |               |  |   |             |   |   |               |   |   |             |  
|Balance - January 31,
      2009                          |  | 35,061,995    |  | $ | 351     |  | $ | 16,157,548    |  | $ | (1,005,625  | ) | $ | (18,125,706   | ) | $ | (2,973,432  | )
|Stock-based compensation                                  |  | -             |  |   | -       |  |   | 359,462       |  |   | -           |   |   | -             |   |   | 359,462     |  
|Warrants issued                                           |  |               |  |   |         |  |   | 11,305        |  |   |             |   |   |               |   |   | 11,305      |  
|Modification of stock options                             |  | -             |  |   | -       |  |   | 27,299        |  |   | -           |   |   | -             |   |   | 27,299      |  
|Shares issued against accounts payable                    |  | 666,060       |  |   | 7       |  |   | 82,297        |  |   | -           |   |   | -             |   |   | 82,304      |  
|Shares issued against put
      option liability          |  | 397,565       |  |   | 4       |  |   | 39,753        |  |   | -           |   |   | -             |   |   | 39,757      |  
|Shares issued for services                                |  | 388,000       |  |   | 3       |  |   | 53,917        |  |   | -           |   |   | -             |   |   | 53,920      |  
|Conversion of debentures                                  |  | 9,409,003     |  |   | 94      |  |   | 1,335,799     |  |   |             |   |   |               |   |   | 1,335,893   |  
|Cumulative effect of change in accounting
      principle |  | -             |  |   | -       |  |   | -             |  |   | -           |   |   | (804,222      | ) |   | (804,222    | )
|Net Loss                                                  |  | -             |  |   | -       |  |   | -             |  |   | -           |   |   | (8,527,381    | ) |   | (8,527,381  | )
|                                                          |  |               |  |   |         |  |   |               |  |   |             |   |   |               |   |   |             |  
|Balance -October 31, 2009                                 |  | 45,922,623    |  | $ | 459     |  | $ | 18,067,380    |  | $ | (1,005,625  | ) | $ | (27,457,309   | ) | $ | (10,395,095 | )

See accompanying notes

- 2 -

---

ICP Solar Technologies Inc. Consolidated Statements 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,             |  
|                                                                              |   | 2009                             |   |   | 2008                          |  
|Net Sales                                                                     | $ | 380,902                          |   | $ | 1,151,497                     |  
|Cost of Sales                                                                 |   | 443,847                          |   |   | 1,086,630                     |  
|Gross Margin (Loss)                                                           |   | (62,945                          | ) |   | 64,867                        |  
|                                                                              |   |                                  |   |   |                               |  
|Expenses                                                                      |   |                                  |   |   |                               |  
|Selling, general
      and administrative                                     |   | 567,245                          |   |   | 1,153,420                     |  
|Depreciation and amortization                                                 |   | 20,310                           |   |   | 7,759                         |  
|Research and
      development                                                |   | (231,181                         | ) |   | 405,823                       |  
|Foreign
      exchange loss (gain)                                            |   | 7,416                            |   |   | (93,166                       | )
|Total expenses                                                                |   | 363,790                          |   |   | 1,473,836                     |  
|                                                                              |   |                                  |   |   |                               |  
|Operating Loss                                                                |   | (426,735                         | ) |   | (1,408,969                    | )
|Other income (expenses)                                                       |   |                                  |   |   |                               |  
|Interest expense                                                              |   | (55,878                          | ) |   | (68,274                       | )
|Interest income                                                               |   | -                                |   |   | 341                           |  
|Forgiveness of loan receivable                                                |   | -                                |   |   | -                             |  
|Change in fair value of
      derivative liability-embedded conversion option |   | 199,025                          |   |   | -                             |  
|Accretion of discount on convertible notes                                    |   | -                                |   |   | -                             |  
|Discount on loan receivable                                                   |   | -                                |   |   | -                             |  
|Discount on convertible debentures                                            |   | (368,806                         | ) |   | (740,741                      | )
|Financing costs                                                               |   | -                                |   |   | -                             |  
|Accretion of discount on loan receivable                                      |   | -                                |   |   | 23,122                        |  
|Interest income (expense) on
      put warrant                                |   | 5,167,000                        |   |   | (466,000                      | )
|Gain
      on disposition of subsidiary                                       |   | -                                |   |   | -                             |  
|Total other income (expenses)                                                 |   | 4,941,341                        |   |   | (1,251,552                    | )
|                                                                              |   |                                  |   |   |                               |  
|Net Income (Loss) Before
      Income Taxes                                   |   | 4,514,606                        |   |   | (2,660,521                    | )
|Deferred Income Taxes                                                         |   | -                                |   |   | 250,000                       |  
|Net Income (Loss)                                                             |   | 4,514,606                        |   |   | (2,410,521                    | )
|Other Comprehensive Income (Loss)                                             |   |                                  |   |   |                               |  
|Foreign currency translation adjustment                                       |   | -                                |   |   | (203,201                      | )
|Comprehensive Income (Loss)                                                   | $ | 4,514,606                        |   | $ | (2,613,722                    | )
|Basic Weighted Average Number of Shares
      Outstanding                     |   | 41,468,740                       |   |   | 33,896,040                    |  
|                                                                              |   |                                  |   |   |                               |  
|Basic and Diluted Net Income (Loss) Per
      Share (note 10)                 | $ | 0.11                             |   | $ | (0.07                         | )

See accompanying notes

- 3 -

---

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

|                                                                              |   | For the Three-Month
      Period |   |   | For the Nine-Month
      Period |  
|----------------------------------------------------------------------------- | - | -------------------------------- | - | - | ------------------------------- | -
|                                                                              |   | Ended October 31,                |   |   | Ended
      October31,          |  
|                                                                              |   |                                  |   |   |                                 |  
|                                                                              |   | 2009                             |   |   | 2008                            |  
|Funds Provided (Used)                                                         |   |                                  |   |   |                                 |  
|                                                                              |   |                                  |   |   |                                 |  
|Operating Activities                                                          |   |                                  |   |   |                                 |  
|                                                                              |   |                                  |   |   |                                 |  
|Net income
      (loss)                                                       | $ | 4,514,606                        |   | $ | (2,613,722                      | )
|Depreciation and
      amortization                                           |   | 20,310                           |   |   | 7,759                           |  
|Foreign
      exchange (gain) loss                                            |   | 7,416                            |   |   | (93,166                         | )
|Deferred income taxes                                                         |   | -                                |   |   | (250,000                        | )
|Interest
      (income) expense on put warrant                                |   | (5,167,000                       | ) |   | 466,000                         |  
|Gain on disposition of
      subsidiary-                                      |   | -                                |   |   | -                               |  
|Change in fair value of derivative
      liability-embedded conversion option |   | (199,025                         | ) |   | -                               |  
|Forgiveness of loan
      receivable                                          |   | -                                |   |   | -                               |  
|Stock-based compensation                                                      |   | 12,404                           |   |   | 282,256                         |  
|Warrants issued                                                               |   | 3,769                            |   |   | 3,769                           |  
|Modification of warrants                                                      |   | -                                |   |   | -                               |  
|Modification of stock
      options                                           |   | -                                |   |   | 23,400                          |  
|Discount
      on loan receivable                                             |   | -                                |   |   | -                               |  
|Accretion of discount on
      loan receivable                                |   | -                                |   |   | (23,122                         | )
|Accretion
      of discount on convertible debenture                          |   | 368,806                          |   |   | 740,741                         |  
|Interest accrued on senior
      secured convertible debentures               |   | 49,128                           |   |   | -                               |  
|Common
      shares issued for services                                       |   | -                                |   |   | -                               |  
|Award of put options to
      consultants                                     |   | -                                |   |   | -                               |  
|Accretion of discount on
      convertible notes                              |   | -                                |   |   | -                               |  
|                                                                              |   |                                  |   |   |                                 |  
|Adjustments to net income (loss)                                              |   | (389,586                         | ) |   | (1,456,085                      | )
|Changes in non-cash operating elements of working capital                     |   | 293,893                          |   |   | 965,524                         |  
|Cash used
    in operating activities                                         |   | (95,693                          | ) |   | (490,561                        | )
|                                                                              |   |                                  |   |   |                                 |  
|Financing Activities                                                          |   |                                  |   |   |                                 |  
|                                                                              |   |                                  |   |   |                                 |  
|Bank
      indebtedness                                                       |   | -                                |   |   | -                               |  
|Senior secured convertible
      debentures                                   |   | -                                |   |   | -                               |  
|Discount
      of senior secured convertible debentures                       |   | -                                |   |   | -                               |  
|Repayment of senior
      secured convertible debentures                      |   | -                                |   |   | -                               |  
|Senior
      secured convertible grid notes                                   |   | 88,800                           |   |   | -                               |  
|Discount on senior secured
      convertible grid notes                       |   | (8,800                           | ) |   | -                               |  
|Government
      grants payable                                               |   | (5,363                           | ) |   | (9,643                          | )
|Common shares issued                                                          |   | -                                |   |   | -                               |  
|Cash provided (used)by
    financing activities                               |   | 74,637                           |   |   | (9,643                          | )

- 4 -

---

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

|                                                                           |   | For the Three-Month
      Period |   |   | For the Nine-Month
      Period |  
|-------------------------------------------------------------------------- | - | -------------------------------- | - | - | ------------------------------- | -
|                                                                           |   | Ended October 31,                |   |   | Ended October 31,               |  
|                                                                           |   |                                  |   |   |                                 |  
|                                                                           |   | 2009                             |   |   | 2008                            |  
|                                                                           |   |                                  |   |   |                                 |  
|Investing Activities                                                       |   |                                  |   |   |                                 |  
|Additions to
      property and equipment                                  |   | (5,697                           | ) |   | (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                         |  
|Cash provided (used) by
    investing activities                           |   | (5,697                           | ) |   | 494,889                         |  
|                                                                           |   |                                  |   |   |                                 |  
|Increase (Decrease) in Cash                                                |   | (26,753                          |   |   | (5,315                          | )
|Cash, Beginning of Period                                                  |   | 39,066                           |   |   | 108,427                         |  
|Cash, End of
      Period                                                  | $ | 12,313                           |   | $ | 103,112                         |  
|                                                                           |   |                                  |   |   |                                 |  
|Non-Cash transactions                                                      |   |                                  |   |   |                                 |  
|                                                                           |   |                                  |   |   |                                 |  
|Shares issued for accounts
      payable                                   | $ | 21,058                           |   | $ | -                               |  
|Shares issued for put option liability                                     |   | 39,757                           |   |   | -                               |  
|Shares issued for conversion
      of senior secured convertibledebentures |   | 470,140                          |   |   | -                               |  
|                                                                           |   |                                  |   |   |                                 |  
|Total non cash transactions                                                | $ | 530,955                          |   | $ | -                               |  
|                                                                           |   |                                  |   |   |                                 |  
|Cash paid                                                                  |   |                                  |   |   |                                 |  
|                                                                           |   |                                  |   |   |                                 |  
|Interest                                                                   | $ | 6,750                            |   | $ | 68,274                          |  
|Income taxes                                                               |   | -                                |   |   | -                               |  
|Total cash paid out                                                        | $ | 6,750                            |   | $ | 68,274                          |  

See accompanying notes

-5-

---

ICP Solar Technologies Inc.Notes to Consolidated Financial StatementsOctober 31, 2009(Unaudited)Expressed in U.S. Funds

|1. | Basis of Presentation
|-- | ---------------------

The accompanying unaudited
consolidated financial statements have been prepared in accordance with U.S.
generally accepted accounting principles for interim financial information and
Rule 8-03 of Regulation S-X and is prepared using the same accounting policies
as outlined in note 3 of ICP Solar Technologies Inc. ("ICP Solar") financial
statements for the years ended January 31, 2009 and 2008. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three and nine months ended October 31, 2009 are not necessarily indicative of
the results that may be expected for the year ended January 31, 2010. The
unaudited financial statements should be read in conjunction with the financial
statements and notes thereto included in the ICP Solar audited financial
statements for the years ended January 31, 2009 and 2008 and the unaudited
financial statements for the first and second quarters of fiscal 2010 and 2009.
Management has performed an evaluation of the companys activities through the
date and time these financial statements were issued on December 21, 2009 and
concluded that there are no additional significant events requiring recognition
or disclosure.

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

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

The Company has reported a net loss
of $8,527,381 and negative cash flows from operating activities of $8,354 for
the nine months ended October 31, 2009 as well as net losses of $9,285,467,
$4,222,738, $2,626,565 and $1,396,672 and negative cash flows from operating
activities of $1,991,115, $1,380,799, $3,828,787, and $978,067 for the fiscal
years ended January 31, 2009, 2008, 2007 and 2006 respectively. As of October
31, 2009, the Company had an accumulated deficit of $27,457,309, negative
working capital of $2,213,548 and cash of $12,313. Until and unless the
Companys operations generate significant revenues and cash flow, we will
attempt to continue to fund operations from cash on hand and through the sources
of capital described below. The Companys long-term liquidity is contingent upon
achieving sales and positive cash flows from operating activities, and/or
obtaining additional financing. The most likely sources of financing include
private placements of the Companys equity or debt securities or bridge loans to
the Company from third-party lenders. On October 8, 2009 the Company entered
into an agreement with its senior secured convertible debenture holders to
provide up to $888,000 in purchase financing through the issuance of senior
secured convertible grid notes (see note 6). The Company can give no assurances
that any additional capital that it is able to obtain will be sufficient to meet
its needs, or on terms favourable to it. During the fourth quarter of 2009, the
Company significantly reduced overhead expenditures, reduced product costs and
is continually expanding its customer pipeline. Management believes these
factors will contribute toward achieving profitability. Despite these
initiatives however, the Company still requires capital to sustain its existing
operations. The Company may, however, choose to raise additional capital before
January 31, 2010 to fund future development activities or to take advantage of
other strategic opportunities. This could include the securing of funds through
new strategic partnerships and/or the sale of common stock or other securities.
There can be no assurance that such capital will be available to the Company on
favourable terms, or at all. There are a number of risks and uncertainties
related to the Companys attempt to complete a financing or strategic partnering
arrangement that are outside its control. The Company may not be able to obtain
additional financing on terms acceptable to it, or at all.

If the Company is unsuccessful at
obtaining additional financing as needed, it may be required to significantly
curtail or cease operations. The Company will need additional financing
thereafter until it achieves profitability.

Should the Company be unable to
continue as a going concern it may be unable to realize the carrying value of
its assets and to meet its liabilities as they become due. These financial
statements do not include any adjustments that may result from the outcome of
this uncertainty.

- 6 -

---

ICP Solar Technologies Inc.Notes to Consolidated Financial StatementsOctober 31, 2009(Unaudited)Expressed in U.S. Funds

|3. | Summary of Significant Accounting Policies
|-- | ------------------------------------------

Recently Issued Accounting
Pronouncements

In July 2009, the FASB established
the FASB Accounting Standards Codification (Codification) as the source of
authoritative accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements in
accordance with generally accepted accounting principles (GAAP) in the United
States. This guidance was included in the Codification under FASB Accounting
Standard Codification (ASC) Topic 105, Generally Accepted Accounting Principles.
All prior accounting standard documents were superseded by the Codification and
any accounting literature not included in the Codification is no longer
authoritative. Rules and interpretive releases of the SEC issued under the
authority of federal securities laws will continue to be sources of
authoritative GAAP for SEC registrants. The Codification became effective for
the Company beginning with the third quarter of 2009. Therefore, beginning with
the third quarter of 2009, all references made by the Company in its
consolidated condensed financial statements use the new Codification numbering
system. The Codification does not change or alter existing GAAP and, therefore,
did not have a material impact on the Companys consolidated condensed financial
statements.

In April 2009, the FASB issued amendments
to ASC Topic 825 "Financial Instruments" related to interim disclosures of fair
value of financial instruments. This change, amends previous guidance to require
disclosures about the fair value of financial instruments in interim as well as
in annual financial statements, and to require those disclosures in summarized
financial information at interim reporting periods. These standards are
effective for periods ending after June 15, 2009 with early adoption permitted
for periods ending after March 15, 2009. The Company adopted this guidance in
the quarter ended July 31, 2009.

In April 2009, the FASB issued guidance on
ASC Topic 805, "Business combinations", to address some of the application
issues under the Topic. The guidance deals with the initial recognition and
measurement of an asset acquired or a liability assumed in a business
combination that arises from a contingency provided the asset or liabilitys
fair value on the date of acquisition can be determined. When the fair value
cannot be determined, the guidance requires using the guidance under ASC Topic
450, "Contingencies". The guidance was effective for assets or liabilities
arising from contingencies in business combinations for which the acquisition
date is on or after January 1, 2009. The adoption of this guidance is not
expected to have a material effect on the Companys financial position or
results of operations.

In April 2009, the FASB issued amendments
to the ASC related to "other than temporary impairments". This amends the
other-than-temporary impairment guidance in U.S. GAAP for debt securities to
make the guidance more operational and to improve the presentation and
disclosure of other-than-temporary impairments on debt and equity securities in
the financial statements. The change does not amend exiting recognition and
measurement guidance related to other-than-temporary impairments of equity
securities. The interpretation is effective for interim and annual reporting
periods ending after June 15, 2009, with early adoption permitted for periods
ending after March 15, 2009. Earlier adoption for periods ending before March
15, 2009, is not permitted. The adoption of these amendments is not
expected to have a material effect on the Companys financial position or
results of operations.

In April 2009, the FASB issued guidance
included in ASC Topic 820 "Fair value measurement and disclosures" related to
determining fair values when the volume and level of activity for an asset or
liability have significantly decreased and identifying transactions that are not
orderly. The change provides guidance on how to determine the fair value of
assets and liabilities when the volume and level of activity for the
asset/liability has significantly decreased. The Topic also provides guidance on
identifying circumstances that indicate a transaction is not orderly. In
addition, ASC Topic 820 requires disclosure in interim and annual periods of the
inputs and valuation techniques used to measure fair value and a discussion of
changes in valuation techniques. This guidance shall be effective for interim
and annual reporting periods ending after June 15, 2009, and shall be applied
prospectively. Early adoption is permitted for periods ending after March 15,
2009. The adoption of this guidance is not expected to have a material effect on
the Companys financial position or results of operations.

- 7 -

---

ICP Solar Technologies Inc.Notes to Consolidated Financial StatementsOctober 31, 2009(Unaudited)Expressed in U.S. Funds

|3. | Summary of Significant Accounting Policies (contd)
|-- | ---------------------------------------------------

In May 2009, the FASB
issued ASC Topic 855, "Subsequent Events", which established principles and
requirements for subsequent events. The statement details the period after the
balance sheet date during which the Company should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements, the circumstances under which the Company should recognize
events or transactions occurring after the balance sheet date in its financial
statements and the required disclosures for such events. This statement is
effective for interim or annual reporting periods ending after June 15, 2009.
Since ASC Topic 855 at most requires additional disclosures, the Company does
not expect the adoption to have a material impact on its consolidated financial
statements.

In June 2009, the FASB
issued amendments to ASC Topic 810 "Consolidations", which amends the consolidation
guidance applicable to variable interest entities. The amendments will
significantly affect the overall consolidation analysis under ASC Topic 820. This statement
is effective as of the beginning of the first fiscal year that begins after
November 15, 2009. The adoption of issued these amendments is not expected to
have a material effect on the Companys financial position or results of
operations

In August 2009, the FASB issued
Accounting Standards Update No. 2009-05 Fair Value Measurements and
Disclosures (ASU 2009-05). The amendment is to subtopic ASC 820-10, Fair
Value Measurements and Disclosures-Overall, for the fair value measurement of
liabilities. The purpose of this amendment is to reduce ambiguity in financial
reporting when measuring fair value of liabilities. The guidance in the update
is effective for the first interim reporting period beginning after issuance,
which would be the reporting period ending January 31, 2010 for the Company. The
Company is currently evaluating the impact of this Statement on its
(consolidated) financial statements.

- 8 -

---

ICP Solar Technologies Inc.Notes to Consolidated Financial StatementsOctober 31, 2009(Unaudited)Expressed in U.S. Funds

|4. | Adoption of New Accounting Standards
|-- | ------------------------------------

Fair Value Measurements

ASC topic 820 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 ASC topic 820 for financial assets
and liabilities in the first quarter of fiscal 2009 with no material impact to
the consolidated financial statements. The Company adopted ASC topic 820 for
non-financial assets and liabilities in the first quarter of fiscal 2010 with no
material impact on the consolidated financial statements.

ASC topic 820 applies to all assets
and liabilities that are being measured and reported on a fair value basis. ASC
topic 820 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.                              

- 9 -

---

ICP Solar Technologies Inc.Notes to Consolidated Financial StatementsOctober 31, 2009(Unaudited)Expressed in U.S. Funds

|4. | Adoption of New Accounting Standards (contd)
|-- | ---------------------------------------------

In determining the appropriate
levels, the Company performs a detailed analysis of the assets and liabilities
that are subject to ASC topic 820. 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.

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.

| | Fair Value of Financial
    Instruments         |   |                  |  |   |                  |  |   |           |  |   |            | 
| | ----------------------------------------------- | - | ---------------- |  | - | ---------------- |  | - | --------- |  | - | ---------- | 
| |                                                 |   | October 31, 2009 |  |   | January 31, 2009 | 
| |                                                 |   | Carrying         |  |   | Estimated        |  |   | Carrying  |  |   | Estimated  | 
| |                                                 |   | Value            |  |   | Fair Value       |  |   | Value     |  |   | Fair Value | 
| | Financial assets                                |   |                  |  |   |                  |  |   |           |  |   |            | 
| | Cash                                            | $ | 12,313           |  | $ | 12,313           |  | $ | 193,517   |  | $ | 193,517    | 
| | Accounts receivables                            |   | 170,414          |  |   | 170,414          |  |   | 622 ,981  |  |   | 622,981    | 
| | Financial liabilities                           |   |                  |  |   |                  |  |   |           |  |   |            | 
| | Accounts payable and accrued liabilities        |   | 1,654,062        |  |   | 1,654,062        |  |   | 1,648,023 |  |   | 1,648,023  | 
| | Government grants payable                       |   | 5,202            |  |   | 5,202            |  |   | 17,533    |  |   | 17,533     | 
| | Senior secured convertible debentures           |   | 732,539          |  |   | 1,495,474        |  |   | 171,527   |  |   | 2,880,450  | 
| | Put
    warrants                                |   | 8,335,000        |  |   | 8,335,000        |  |   | 3,600,000 |  |   | 3,600,000  | 
| | Put option liability                            |   | 94,640           |  |   | 94,640           |  |   | 67,555    |  |   | 67,555     | 
| | Derivative liability-embedded conversion option |   | 744,161          |  |   | 744,161          |  |   | -         |  |   | -          | 
| | Senior secured convertible grid notes           |   | 80,308           |  |   | 88,800           |  |   | -         |  |   | -          | 

| |                                                      |   |                                                  | 
| | ---------------------------------------------------- | - | ------------------------------------------------ | 
| |                                                      |   |                                                  | 
| |                                                      |   | Fair Value Measurement at October 31, 2009 Using | 
| |                                                      |   | Quoted
    Prices in                             | 
| |                                                      |   | Active
    Markets                               | 
| |                                                      |   | For
    Identical                                | 
| |                                                      |   | Assets                                           | 
| | Description                                          |   | **(Level 1)**                                    | 
| | Senior Secured Convertible Debentures                | $ | -                                                | 
| | Put warrants                                         |   | -                                                | 
| | Put option liability                                 |   | -                                                | 
| | Derivative
    liability -embedded conversion option |   | -                                                | 
| | Totals                                               | $ | -                                                | 

- 10 -

---

ICP Solar Technologies Inc.Notes to Consolidated Financial StatementsOctober 31, 2009(Unaudited)Expressed in U.S. Funds

|5. | Senior Secured Convertible Debentures
|-- | -------------------------------------

On May 1, 2009 the company adjusted
the exercise price on its Series A, B and C warrants that were issued to the
Senior Secured Convertible Debenture (SSCD) holders:

- 13,333,332 Series A warrants from
$0.25/share to $0.14/share increasing the number of Series A warrants to
23,809,521. 
- 26,666,664 Series B warrants from $0.25/share to $0.14/share increasing the
number of Series B warrants to 47,619,043. 
- 13,333,332 Series C warrants from $0.50/share to $0.14/share increasing the
number of Series C warrants to 47,619,043.

During the third quarter of 2010
4,415,689 common shares (see note 8) were issued on conversion of approximately
$470,000 of SSCD and accrued interest.

For the quarter ended October 31,
2009, approximately $49,000 of interest has been accrued, and $368,000 of the
discount on the debt has been accreted.

Beginning on June 1, 2009 the company
was to make thirteen equal monthly repayments of approximately $147,000. At
December 14, 2009 the Company has not commenced capital repayments and has
deferred payment on the missed installments until maturity, June 13, 2010.

The Company is in default of the
capital repayment requirement above and has obtained a waiver from the senior
secured convertible debenture holders for all defaults.

Substantially all of the assets of
the Company have been pledged as security.

Registration Rights

In connection with the issuance of
the SSCD, the Company was required to file a Registration Statement to register
the shares issuable upon exercise of the additional warrants. The Company was
obligated to pay the holders of the SSCD certain liquidation damages in the
event the shares were not registered by July 31, 2009. Liquidation damages would
amount to 2% of the aggregate purchase price paid by the debenture holders. The
Company has filed its Registration Statement on July 30, 2009.The Company has received a comment
letter from the SEC but has since decided to withdraw the registration
statement.

Put Warrant

During the third quarter of 2010, the
Company has recognized $(5,167,000) (2009- $506,667) as interest (income)
expense on put warrants and at October 31, 2009 a liability of $8,335,000 has
been recorded. This liability exists due to a requirement for the Company, in
the event of a major transaction such as a change in control of the existing
shareholders, to repurchase the 119,047,607 warrants held by the SSCD holders at
October 31, 2009. The repurchase amount of these warrants is determined by the Black
Scholes value of these warrants on the major transaction date. The Company
estimates that it is unlikely that any such major transaction will be occurring
now or in the foreseeable future and therefore classifies them as a long-term
liability . If no such transaction occurs before the expiry of the warrants on
June 13, 2014 the liability shown at that time will be written off and
recognized into income.

- 11 -

---

ICP Solar Technologies Inc.Notes to Consolidated Financial StatementsOctober 31, 2009(Unaudited)Expressed in U.S. Funds

|5. | Senior Secured Convertible Debentures (contd)
|-- | ----------------------------------------------

The Binomial Valuation Model was used
to calculate the fair value of the warrants. The underlying assumptions included
in the Binomial Valuation Model to value the warrants at October 31, 2009 were
as follows:

Series A ,B and C Warrants:

Exercise Price
      $0.14Expected volatility
      156.14%Early exercise Factor
      1.84 yearsContractual life
      5.0 yearsRisk-free interest rate
      2.31 %Dividend yield
      NilFair value of warrants
      $0.07


Derivative Liability- Embedded
Conversion Feature

Upon the adoption of ASC topic 815-15
on February 1, 2009 (see Note 4), the Company determined the conversion option
within the senior secured convertible debentures to be an embedded derivative
which was required to be bifurcated and shown as a derivative liability subject
to mark-to-market adjustment each period. The fair value of the contingent
conversion option on January 31, 2009, was determined by using the Black-Scholes
model assuming a stock price of $0.14, a risk free interest rate of 0.51%,
volatility of 150.25% and an expected life of 1.33 years, which is equal to the
remaining contractual life of the debt resulting in a fair value of $804, 222 on
January 31, 2009. The fair value of the contingent conversion option at October
31, 2009, was determined by using the Black-Scholes model assuming a stock price
of $0.10, a risk free interest rate of 0.37%, volatility of 156.14% and an
expected life of 0.63 years, which is equal to the remaining contractual life of
the debt resulting in a fair value of $693,900. Regarding the Senior Secured
Convertible Grid Notes (see below) the same determination was made. The fair
value of the contingent conversion option at October 31, 2009 was determined by
using the Black-Scholes model assuming a stock price of $0.10, a risk free
interest rate of 0.37%, volatility of 156.14% and an expected life of 1 year,
which is equal to the remaining contractual life of the debt resulting in a fair
value of $50,261.

Senior Secured Convertible Grid
Notes

On October 8, 2009 the Company
entered into a Line of Credit Agreement with the SSCD holders whereby the SSCD
holders would advance up to a maximum aggregate principal amount of $888,000 at
the discretion of the holders in
Senior Secured Convertible Grid Notes (SSCGN) up until April 1, 2010 to help
the company finance its supplier purchases. The SSCGN have an 11% discount and
are repayable on October 1, 2010. The SSCGN are convertible at the holders
option at $0.10/share. During the quarter SSCGN were issued having a balance due
at maturity totaling $88,800, an unamortized discount of $8,492 and a value at
October 31, 2009 of $80,308.

- 12 -

---

ICP Solar Technologies Inc.Notes to Consolidated Financial StatementsOctober 31, 2009(Unaudited)Expressed in U.S. Funds

|6. | Commitments
|-- | -----------

The Company leases its premises at
$7,300 per quarter exclusive of occupancy and escalation charges, under an
operating lease, expiring in 2012.

In accordance with a royalty
agreement terminating in 2012, the Company is committed to quarterly minimum
advertising expenditures and royalty fees of $32,000 and fees of up to 5% of net
sales of related products.

On June 1, 2009 the Company entered
into a licensing agreement whereby the company would be required to make the
following minimum guarantee royalty payments over a three year term:

For the period June 1, 2009-
September 30, 2010, $50,000 ($16,650 payable June 1, 2009, $16,675 payable on
December 1, 2009, $16,675 payable on June 1, 2010)

For the period October 1, 2010 to
September 30, 2011, $ 200,000 ($50,000 payable in four equal installments each
calendar quarter except first payment payable on September 1, 2010)

For the period October 1, 2011 to
September 30, 2012, $ 350,000 ($87,500 payable in four equal installments each
calendar quarter except first payment payable on September 1, 2011) .

This royalty may be renewed for an
additional 3 years by mutual agreement and provided the Company pays $600,000 minimum
royalty guarantee of the initial three year term. The minimum guarantee royalty
payments of the renewal term are as follows:

For the period October 1, 2012 to
September 30, 2013, $ 400,000.
For the period October 1, 2013 to September 30, 2014, $ 450,000.
For the period October 1, 2014 to September 30, 2015, $ 500,000.

All minimum guarantee royalty shall
be paid in equal parts, calendar quarterly, with the first payment due September
1 of each respective year.

The Company has not met the
requirements of these license and royalty agreements. No notice of default has
been received by the Company. In the event a notice was received by the Company,
the Company would have thirty days to remedy the default.

|7. | Contingency
|-- | -----------

The Company is involved in
litigations and claims which arise from time to time in the normal course of
business amounting to approximately $178,000. The outcome of these claims are
not determinable at this time, and therefore no liability has been accrued.In
the opinion of management, any additional liabilities that may arise from such
contingencies would not have a significant adverse effect on the financial
statements of the Company.

In
the event the Company issues shares for a price lower than the conversion price
for the senior secured convertible debentures or the exercise price for the
warrants as per the Companys agreements with the Senior Secured Convertible
Debenture holders both the conversion price and the exercise price would be
reset to the lower issuance price.

- 13 -

---

ICP Solar Technologies Inc.Notes to Consolidated Financial StatementsOctober 31, 2009(Unaudited)Expressed in U.S. Funds

|8. | Capital Stock
|-- | -------------

October 31,
      
      
      January 31,2009
      
      
      2009Authorized without limit as to number -200,000,000 common shares authorized, $0.00001 par value100,000,000 preferred shares authorized, $0.00001 par valueIssued -45,922,623 (2009 - 35,061,995) common shares
      
      $
      459
      
      $
      351


On August 5, 2009, the Company issued
178,571 common shares on conversion of approximately $25,000 of Senior Secured
Convertible Debenture and accrued interest thereon.

On August 20, 2009, the Company
issued 178,571 common shares on conversion of approximately $25,000 of Senior
Secured Convertible Debenture and accrued interest thereon.

On August 31, 2009, the Company
issued 357,142 common shares on conversion of approximately $50,000 of Senior
Secured Convertible Debenture and accrued interest thereon.

On September 18, 2009, the Company
issued 500,000 common shares on conversion of approximately $50,000 of Senior
Secured Convertible Debenture and accrued interest thereon.

On September 24, 2009, the Company
issued 500,000 common shares on conversion of approximately $50,000 of Senior
Secured Convertible Debenture and accrued interest thereon.

On September 25, 2009, the Company
issued 287,876 common shares on conversion of approximately $29,000 of Senior
Secured Convertible Debenture and accrued interest thereon.

On October 6, 2009, the Company
issued 202,479 common shares to a supplier as consideration of approximately
$21,000 to apply against its accounts payable.

On October 6, 2009, the Company
issued 397,565 common shares to a director as consideration of approximately
$40,000 to apply against its put option liability.

On October 9, 2009, the Company
issued 500,000 common shares on conversion of approximately $50,000 of Senior
Secured Convertible Debenture and accrued interest thereon.

On October 12, 2009, the Company
issued 206,700 common shares on conversion of approximately $21,000 of Senior
Secured Convertible Debenture and accrued interest thereon.

- 14 -

---

ICP Solar Technologies Inc.Notes to Consolidated Financial StatementsOctober 31, 2009(Unaudited)Expressed in U.S. Funds

|8. | Capital Stock (contd)
|-- | ----------------------

On October 14, 2009, the Company
issued 100,000 common shares on conversion of approximately $10,000 of Senior
Secured Convertible Debenture and accrued interest thereon.

On October 16, 2009, the Company
issued 200,000 common shares on conversion of approximately $20,000 of Senior
Secured Convertible Debenture and accrued interest thereon.

On October 19, 2009, the Company
issued 203,206 common shares on conversion of approximately $20,000 of Senior
Secured Convertible Debenture and accrued interest thereon

On October 21, 2009, the Company
issued 1,000,000 common shares on conversion of approximately $100,000 of Senior
Secured Convertible Debenture and accrued interest thereon

On October 28, 2009, the Company
issued 203,623 common shares on conversion of approximately $20,000 of Senior
Secured Convertible Debenture and accrued interest thereon

|9. | Additional Paid-In Capital
|-- | --------------------------

Stock Options

During the third quarter of 2010, the
Company recognized the following stock based compensation expense:

-$Nil (2009 - $274,179) for stock
options granted in fiscal 2008. As at October 31, 2009, the Company has nil
(2009 - $594,059) of unrecognized stock-based compensation.

-$Nil (2009 -$23,400) for the
February 14, 2008 modification of exercise price to $0.50 and nil (2009-$50,699)
will be expensed over the remaining vesting period.

-$1,387 (2009-$5,258) for February
14, 2008 grants, and $1,618 (2009-$7,166), will be expensed over the remaining
vesting period.

-$2,818 (2009-$2,818) for May 6, 2008
grants, and $5,635 (2009-16,906), will be expensed over the remaining vesting
period.

-$6,411 (2009-nil) for stock options
granted in December 2008 ,and $28,849 will be expensed over the remaining
vesting period.

-$1,790 (2009-nil) for stock options
granted in the quarter ended April 30,2009 ,and $9,783 will be expensed over
-the remaining vesting period.

- 15 -

---

ICP Solar Technologies Inc.

9.

Additional
Paid-In Capital (Cont'd)

The following summarizes the Plan
position for the quarter:

| |                                                       |  |           |  |   | Weighted       | 
| | ----------------------------------------------------- |  | --------- |  | - | -------------- | 
| |                                                       |  |           |  |   | Average        | 
| |                                                       |  | Options   |  |   | Exercise Price | 
| |                                                       |  |           |  |   |                | 
| | Balance  July 31, 2009                               |  | 1,725,000 |  | $ | 0.44           | 
| | Forfeitures                                           |  | 140,000   |  |   | 0.50           | 
| |                                                       |  |           |  |   |                | 
| | Balance 
    October 31, 2009                        |  | 1,585,000 |  | $ | 0.44           | 
| |                                                       |  |           |  |   |                | 
| | Options
    that can be exercised at October 31, 2009 |  | 1,241,250 |  | $ | 0.48           | 

Warrants

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

-$3,769 (2009- $3,769) for the
February 27, 2008 grant, $35,175 (2009 $50,250) will be expensed over the
remaining vesting period.

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

| |                                     |  |             |   |   | Weighted       | 
| | ----------------------------------- |  | ----------- | - | - | -------------- | 
| |                                     |  |             |   |   | Average        | 
| |                                     |  |             |   |   | Exercise Price | 
| | Outstanding, as at July 31, 2009    |  | 120,662,607 |   | $ | 0.15           | 
| | Transactions during the period:     |  |             |   |   |                | 
| | Issued                              |  | -           |   |   | -              | 
| | Exercised                           |  | -           |   |   | -              | 
| | Expired                             |  | (450,000    | ) |   | 1.44           | 
| | Outstanding, as at October 31, 2009 |  | 120,212,607 |   | $ | 0.14           | 

The following table provides
additional information with respect to outstanding warrants at October 31, 2009:

| |                                |  |               |  |  |             |  |   | Weighted       | 
| | ------------------------------ |  | ------------- |  |  | ----------- |  | - | -------------- | 
| |                                |  |               |  |  | Number of   |  |   | Average        | 
| | Grant Date                     |  | Expiry Date   |  |  | Warrants    |  |   | Exercise Price | 
| | May 18, 2007                   |  | May 2012      |  |  | 100,000     |  | $ | 0.50           | 
| | February 27, 2008              |  | February 2013 |  |  | 335,000     |  |   | 0.50           | 
| | March 5, 2008                  |  | March 2013    |  |  | 250,000     |  |   | 0.50           | 
| | June 13, 2008 (note 6)         |  | June 2014     |  |  | 119,047,607 |  |   | 0.14           | 
| | June 20, 2008                  |  | June 2010     |  |  | 480,000     |  |   | 0.50           | 
| | Balance 
    October 31, 2009 |  |               |  |  | 120,212,607 |  | $ | 0.14           | 

The aggregate intrinsic value of the
outstanding and exercisable warrants as at October 31, 2009 amounted to $Nil.

- 16 -

---

ICP Solar Technologies Inc.

10.

Loss per
Share

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

11.

Related Party
Transactions

Included in selling, general and
administrative expenses are approximately $9,000 (2009 - $219,000) for the third
quarter of 2010 for options granted to the CEO, CFO, and directors under the
2006 Stock Option Plan.

During the quarter the Company
incurred consulting fees of approximately $ 14,000 (2009- $12,000) to a company
in which the director is a shareholder.

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

12.

Subsequent
Events

On November 17, 2009, the Company
issued 278,105 common shares for approximately $26,000 to a supplier to pay off
debts included in accounts payable.

On November 19, 2009, the Company
issued 761,714 common shares for approximately $76,000 to a supplier to pay off
debts included in accounts payable.

13.

Comparative
Figures

Certain reclassifications of 2008
amounts have been made to facilitate comparison with the current year.

- 17 -

---

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

Forward Looking Statements

The Managements Discussion and Analysis (MD&A) is designed
to assist investors in understanding the nature and the importance of the
changes and trends, as well as the risks and uncertainties associated with the
Companys operations and financial position. Some sections of this report
contain forward-looking statements that, because of their nature, necessarily
involve a number of known and unknown risks and uncertainties, including
statements regarding our capital needs, business strategy and expectations, and
the factors described under Risk Factors contained in Item 1 of the Companys
Form 10K Annual Report for the period ended January 31, 2009, which are
incorporated herein by reference. Any statements contained herein that are not
statements of historical facts may be deemed to be forward-looking statements.
In some cases, forward-looking statements can be identified by terminology such
as may, will, should, expect, plan, intend, anticipate, believe,
estimate, predict, potential or continue, the negative of such terms or
other comparable terminology. The Companys actual and future results could
therefore differ materially from those indicated or underlying these
forward-looking statements.

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

The following information should be read in conjunction with
the unaudited consolidated financial statements for the three month and nine
month period ended October 31, 2009 and 2008 and notes thereto. Unless otherwise
indicated or the context otherwise requires, the "Company," ICP, we," "us,"
and "our" refer to ICP Solar Technologies Inc. and its subsidiaries.

Compliance with Generally Accepted Accounting Principles

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

Use of Estimates

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

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

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

Changes in Accounting Principles

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

- 18 -

---

Overview

Company Background

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

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

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

Our immediate goals are to bring to market the new line of
Energizer® and iSun® products, as well as to expand the Sunsei® and Coleman®
ranges further into the recreational channels which we serve. The sunsei®
Greenmeter has begun shipping and is receiving positive reviews in initial
testing sites.. Although there can be no assurances, we plan to deliver on a
sustainable growth strategy across each of our main targets. We also intend to
increase our addressable markets, further sales and solidify our brands through
strategic partnerships with best practice distribution partners worldwide.
Strategic partnerships for both distribution channel and technology are expected
to be key drivers of our expansion plans.

Going Concern

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

The Company has reported a net loss of $8,527,381 and
negative cash flows from operating activities of $8,354 for the nine months
ended October 31, 2009 as well as net losses of $9,285,467, $4,222,738,
$2,626,565 and $1,396,672 and negative cash flows from operating activities of
$1,991,115, $1,380,799, $3,828,787, and $978,067 for the fiscal years ended
January 31, 2009, 2008, 2007 and 2006 respectively. As of October 31, 2009, the
Company had an accumulated deficit of $27,457,309, negative working capital of
$2,213,548 and cash of $12,313. Until and unless the Companys operations
generate significant revenues and cash flow, we will attempt to continue to fund
operations from cash on hand and through the sources of capital described below.
The Companys long-term liquidity is contingent upon achieving sales and
positive cash flows from operating activities, and/or obtaining additional
financing. The most likely sources of financing include private placements of
the Companys equity or debt securities or bridge loans to the Company from
third-party lenders. On October 8, 2009 the Company entered into an agreement
with its senior secured convertible debenture holders to provide up to $888,000
in purchase financing through the issuance of senior secured convertible grid
notes (see note 6). The Company can give no assurances that any additional
capital that it is able to obtain will be sufficient to meet its needs, or on
terms favourable to it. During the fourth quarter of 2009, the Company
significantly reduced overhead expenditures, reduced product costs and is
continually expanding its customer pipeline. Management believes these factors
will contribute toward achieving profitability. Despite these initiatives
however, the Company still requires capital to sustain its existing operations.
The Company may, however, choose to raise additional capital before January 31,
2010 to fund future development activities or to take advantage of other
strategic opportunities. This could include the securing of funds through new
strategic partnerships and/or the sale of common stock or other securities.
There can be no assurance that such capital will be available to the Company on
favourable terms, or at all. There are a number of risks and uncertainties
related to the Companys attempt to complete a financing or strategic partnering
arrangement that are outside its control. The Company may not be able to obtain
additional financing on terms acceptable to it, or at all.

If the Company is unsuccessful at obtaining additional
financing as needed, it may be required to significantly curtail or cease
operations. The Company will need additional financing thereafter until it
achieves profitability.

Should the Company be unable to continue as a going concern
it may be unable to realize the carrying value of its assets and to meet its
liabilities as they become due. These financial statements do not include any
adjustments that may result from the outcome of this uncertainty.

- 19 -

---

Seasonality

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

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

Note : Certain reclassifications of 2008 amounts have been
made to facilitate comparison with the current year.(see Note 13 in accompanying
financial statements)

Net Sales

During the third quarter ended October 31, 2009 ICPs consolidated net sales posted a decrease of 66% or $771 thousand to $381
thousand, down from $1.15 million for the three month period ended October 31,
2008. The Company was unable to supply goods and has entered into a distribution
agreement with a new supplier that will enable it to supply goods going forward.

By geographic location, sales in North America accounted for
approximately 52% of total sales, Europe 30%, and Asia/Pacific 18%.

Gross Margin (Loss)

The gross margin (loss) decreased by $128 thousand from $65
thousand to $(63) thousand for the quarter. Lower sales would have resulted in a
$23 thousand decrease in margin. We therefore had a $105 thousand reduction in
margin attributed to customer returns during the quarter. The gross profit
(loss) margin as a percentage of sales worked out to (17)%, compared to 6% the
previous year a decrease of 23%. Had the $105 thousand increase in returns not
occurred the gross-margin would have remained the same.

Operating expenses

Selling and general and administrative expenses
decreased by 51% or $586 thousand from $1.15 million to $567 thousand. Stock
based compensation was $293 thousand less this quarter at approximately $16
thousand. Other reductions in SG&A were employee salaries by $138 thousand,
selling and marketing by $86 thousand, professional fees by $30 thousand, and
other overhead charges by $39 thousand.

Research and development expenses were $(231) thousand
for the quarter compared to $406 thousand in the corresponding period a year
earlier, as the Company reversed previous charges of approximately $350 thousand
due to a settlement with a supplier during the quarter.

Including depreciation and amortization of $20 thousand and
foreign exchange loss of $7 thousand, operating losses amounted to $427
thousand compared to losses of $1.41 million for the three month period ended
October 31, 2008.

Net interest expense for the quarter was $56 thousand
compared to $68 thousand the prior years quarter. There was a decrease in the
value of the derivative liability embedded conversion option which resulted in
income of $199 thousand this quarter. The amortization of the discount on Senior
Secured Convertible Debentures (see note 5 in Notes to Financial Statements)
this quarter was $369 thousand compared to $741 thousand last years quarter.
The warrants included with these debentures resulted in $5.17 million income
this quarter versus a $466 thousand charge last years quarter. This was because
the reduction in share price among other factors, led to a lower valuation of
these warrants. For the same period last year the company recorded accretion of
discount of convertible notes of $23thousand , these notes no longer exist.
After giving effect to these items, the net earningsfor the three month
period ended October 31, 2009 amounted to $4.51 million compared to a net loss
of $2.41 million for the corresponding period a year earlier.

The income per Class A share - basic and diluted amounted to
$0.11 on a weighted average of 41,862,027 outstanding shares for the quarter,
compared with a loss per share (basic and diluted) of $0.07 on 33,896,040 shares
the previous year.

- 20 -

---

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

Operating activities before net change in non-cash
working capital items used cash flows of $390 thousand during the period
compared to $1.46 million a year earlier. Net change in non-cash working capital
items related to operations generated a source of cash flows in the amount of
$294 thousand for the three months ended October 31, 2009 compared to a source
of cash of $966 thousand for the third quarter ended October 31, 2008. After net
changes in non-cash working capital balances, operating activities used net cash
flows of $96 thousand, compared with a use of cash of $491 thousand for the
corresponding period the previous year.

Financing activitiesfor the third quarter generated
cash flows of $75 thousand compared to a $10 thousand use of cash in the prior
years quarter. This years increase in cash flows came from the issuance of
senior secured convertible grid notes of $80,000 net of discount.

Investing activities for the third quarter ended
October 31, 2009 was a use of $6 thousand compared to the prior years quarters
source of cash of $495 thousand.

The aggregate cash inflows and outflows for the three month
period ended October 31, 2009 saw a decrease in net cash flows of $26 thousand
compared to a decrease of $5 thousand for the same period last year. ICP ended
the period with cash of $12 thousand, down $91 thousand from $103
thousand as at October 31, 2008.

Operating Results for the fist Nine Months Ended
October 31, 2009

Net Sales

During the nine months ended October 31, 2009, ICPs consolidated net sales posted a decrease of 36% or $1.8 million to $3.19
million, down from $4.99 million for the nine month period ended October 31,
2008. The company had $258 thousand more in returns this period compared to last
from prior sales. These returns usually come in the fourth quarter but we saw
them in accumulate in the first three quarters instead this year. In addition the
Company lost business due to the global economic crisis. Retailers chose to take
a conservative position and rather than buy inventory for the summer season
chose to sell existing stock or wait until consumer demand increased. The
Company was also left with low inventory on a few high demand items. The Company
also underestimated strong product demand the second quarter based on the low
first quarter and the still slow worldwide economy which left the Company low on
inventory and unable to fulfill many orders that did come in. Furthermore the
Company changed its overseas suppliers which worsened its inventory supply
situation temporarily. The Company addressed this by stabilizing its supply
chain and increasing lead times with customers.

By geographic location for the first nine months ended
October 31, 2009, sales in North America accounted for approximately 79% of
total sales, Europe 18%, Asia /Pacific 3%

Gross Margin

The gross margin decreased by 44% or $496 thousand to $633
thousand during the first nine months of fiscal 2009. Out of this decrease $413
thousand was a result of lower sales. The remaining $83 thousand difference was
due to the reasons set out below. This decrease reflects the company having to
air freight product in to meet customer demand and rush delivery to customers
resulting in an incremental cost this period of approximately $82 thousand
having a 3 % impact on margin. The company also has $258 thousand more in
returns this period which had about an 8 % impact on margin. The gross profit
margin as a percentage of sales was still stable despite of this at 20%,
compared to 23% for the first nine months of the previous year. If you factor in
the air freight and the increased returns, the gross margin actually increased
to approximately 30%. This is because the company now has lower product costs
through changes to the supply chain.

Operating expenses

Selling and general and administrative expenses for
the nine month period ended October 31, 2009 decreased to $2.31 million from
$4.40 million a year earlier. This decrease of 48% or $2.09 million is explained
by a $1.1 million reduction in stock based compensation, (a non-cash charge),
from approximately $1.51 million for the nine month period ended October 31,
2008 to $397 thousand for the current nine month period ended October 31, 2009.
General and administrative costs decreased by $660 thousand, $216 thousand in
salary and benefits, $278 thousand in professional fees, and the remaining $166
thousand made up of overhead. Selling costs decreased by $410 thousand including
$201 thousand reduction in salaries, $85 thousand in travel and the remaining
$124 thousand in selling and marketing costs due to lower sales. This reductions
were partially offset by an increase $94 in operations costs attributed to a new
Honk Kong buying office of $47 and an increase in salaries of $47 thousand both
additions contributing to the lower product costs mentioned above.

Research and development expenses was a recovery
(income) of $175 thousand for the quarter compared to a charge of $561 thousand
in the corresponding period a year earlier. This is due to a settlement for the
development costs incurred last year amount to a reduction of $350 thousand.
Taking that into consideration last years charges would have been $211 thousand
compared to $175 thousand this year.

Including depreciation and amortization of $61 thousand and
the foreign exchange loss of $146 thousand, operating losses improved to
$1.71 million compared to losses of $3.77 million for the nine month period
ended October 31, 2008.

Net interest expense for the period increased by $29 thousand
to $198 thousand compared to $169 thousand in the same period last year due to
the interest on Senior Secured Convertible Debentures being payable for only for
2 months in fiscal 2009 versus 6 months in fiscal 2010. There was an decrease in
the value of the derivative liability embedded conversion option which resulted
in income of $60 thousand this period. The amortization of the discount on
Senior Secured Convertible Debentures (see note 5 in Notes to Financial
Statements) this period was $1.95 million compared to $988 thousand last year.
The warrants included with these debentures resulted in a $4.74 million charge
this period versus $1.03 million last years comparative. This was because the
number of outstanding warrants increased from approximately 20 million at July
31, 2008 to 120 million at July 31, 2009. The exercise price was reduced for all
warrants to $0.14 cents per share. For the same period last year the company
recorded accretion of discount of convertible notes of $167 thousand,
forgiveness of loan receivable of $89 thousand, income on accretion of loan
receivable of $59 thousand, income on discount of loan receivable of $166
thousand, interest income of $6 thousand, financing costs of $383 thousand, and
deferred income taxes of $600 thousand. After giving effect to these items, the
net loss for the nine month period ended October 31, 2009 amounted to $8.53
million compared to a net loss of $6.96 million for the corresponding period a
year earlier.

- 21 -

---

The loss per Class A share - basic and diluted amounted to
$0.22 on a weighted average of 38,990,968 outstanding shares compared with a
loss per share (basic and diluted) of $0.21 on 33,896,040 shares the previous
year.

Principal Cash Flows for the Nine Month Period Ended
October 31, 2009

Operating activities before net change in non-cash
working capital items used cash flows of $994 thousand during the period
compared to $3.07 million a year earlier. Net change in non-cash working capital
items related to operations generated cash flows of $986 thousand for the nine
months ended October 31, 2009 compared to $1.15million for the first nine months
ended October 31, 2008. After net changes in non-cash working capital balances,
operating activities used net cash flows of $8 thousand, compared with a use of
cash of $1.92 million for the corresponding period the previous year.

Financing activities for the nine months ended October
31, 2009 used cash flows of $167 thousand compared to a 1.95 million source for
the prior years period. This years decrease in cash came from a repayment of
Senior Secured Convertible Debentures of $234 thousand and repayment of
government grants of $12 thousand along with a net source of cash of $88
thousand on the issuance of senior secured convertible grid notes. .

Investing activities for the nine month period ended
October31, 2009 was a use of cash of $6 thousand compared to the prior years
periods source use of cash of $54 thousand.

The aggregate cash inflows and outflows for the nine month
period ended October 31, 2009 used cash flows of $181 thousand compared to a
cash source of $82 thousand for the same period last year. ICP ended the period
with cash of $12 thousand, $91 thousand down from $103 thousand as at
October 31, 2008.

Financial Position as at October 31, 2009

Total assets amounted to $1.25 million as at October
31, 2009, compared to $2.53 million as at January 31, 2009. This decrease is
primarily due to a reduction of inventories of $736 thousand and accounts
receivable of $453 thousand.

Working capital deficiency totaled $2.21 million as at
October 31, 2009 for a current ratio of 0.33:1 compared with working capital of
$417 thousand as at January 31, 2009 for a current ratio of 1.22:1. The working
capital deficit is due to increases in accounts payable, senior secured
convertible debentures, put option liability and the derivative
liability-embedded conversion option totaling $1.41 million and a reduction in
current assets of $1.22 million.

Considering the accumulated losses to date and the increase
in total debt, the Company was not in compliance with certain ratios contained
in the covenants related to its senior secured convertible debenture agreements
but has obtained the necessary waivers from its lenders.

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

Liabilities: Put Warrants were $8.34 million at
October 31, 2009 compared to $3.6 million at January 31, 2009. (See note 5 to
the accompanying financial statements).

Shareholders deficiency amounted to $10.4 million at
October 31, 2009, compared to $2.9 million as at January 31, 2009. The decrease
is attributable to the net loss for the period of $8.53 million, prior period
adjustment of  $804,222 thousand and the increase in paid-in capital of $1.91
million related to issuance and conversion of common shares as well as stock
base compensation for the period.

- 22 -

---

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Controls over Financial Reporting

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

PART II 
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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

Item 1A. RISK FACTORS

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

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

This Item is not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

This Item is not applicable.

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

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

ITEM 5. OTHER INFORMATION

This Item is not applicable.

- 23 -

---

ITEM 6. EXHIBITS

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



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

- 24 -

---

SIGNATURES

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

|Date: December 21, 2009 | ICP SOLAR TECHNOLOGIES INC.                              
|----------------------- | ---------------------------------------------------------
|                        |                                                          
|                        | BY: /s/Sass Peress                                       
|                        | Sass Peress, President, Chief Executive Officer, Director
|                        | (Principal Executive Officer)                            

- 25 -

---