UNITED STATES 
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

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

For
the quarterly period ended October 31, 2006

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

For
the transition period ________ to ________

COMMISSION FILE NUMBER 000-51790

ICP SOLAR TECHNOLOGIES INC.(Exact name of small business issuer as specified in its charter)

|NEVADA                                                             | 20-0643604                       
|------------------------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation
    or organization) | (IRS Employer Identification No.)

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

(514 270-5770(Issuer's telephone number)

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

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

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

State the number of shares outstanding of each
of the issuer's classes of common equity, as of the latest practicable date: As of December 22 , 2006, the Registrant had 29,000,000 shares of common stock
issued and outstanding.

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




PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The accompanying unaudited financial
statements have been prepared in accordance with the instructions to Form 10-QSB
and Item 310(b) of Regulation S-B, and, therefore, do not include all
information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows, and stockholders' equity in
conformity with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the nine
months ended October 31, 2006 are not necessarily indicative of the results that
can be expected for the year ending January 31, 2007.

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

2

---

ICP Solar Technologies Inc. 
  (Formerly FC Financial Services Inc.)October 31, 2006 
(Expressed in U.S. Funds)





---



|ICP
    Solar Technologies Inc.                   
|--------------------------------------------------
|(Formerly FC Financial Services Inc.)             
|                                                  
|Consolidated Financial
    Statements             
|October 31, 2006                                  
|(Expressed in U.S. Funds)                         
|                                                  
|                                                  
|Contents                                          
|Balance Sheet                                     
|Statement of
    Shareholders' Equity             
|Statement of
    Operations and Comprehensive Loss
|Statement of Cash
    Flows                       
|Notes                                             





---



|ICP
    Solar Technologies Inc.      
|-------------------------------------
|(Formerly FC Financial Services Inc.)
|                                     
|Consolidated Balance Sheet           
|(Expressed in U.S. Funds)            
|                                     
|                                     
|                                     
|                                     
|Assets                               
|                                     
|Current                              
|Cash                                 
|Accounts receivable                  
|Income taxes recoverable             
|Inventories                          
|Prepaid expenses                     
|                                     
|Property and Equipment               
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     

- F2 -

---



|
|
|

|                                                        | October
    31, | January 31,
|------------------------------------------------------- | --------------- | -----------
|                                                        | 2006            | 2006       
|                                                        | (Unaudited)     |            
|Liabilities                                             |                 |            
|                                                        |                 |            
|Current                                                 |                 |            
|                                                        |                 |            
|Bank indebtedness                                       | $ -             | $ 1,260,730
|Accounts payable and accrued liabilities                | 741,317         | 1,915,148  
|Current portion of government grants payable            | 236,407         | 193,469    
|Current portion of obligation under capital
    leases  | 106,693         | 42,939     
|Loan payable, director                                  | 370,542         | 651,689    
|                                                        | 1,454,959       | 4,063,975  
|Government Grant
    Payable                            | 24,314          | 47,509     
|Obligation Under
    Capital Leases                     | 125,497         | 42,939     
|Convertible Notes,less unamortized discount of $831,621 | 1,668,379       | -          
|Redeemable
    Preferred Stock                          | -               | 2,681,667  
|Minority Interest                                       | -               | 739,452    
|                                                        | 3,273,149       | 7,575,542  
|Shareholders' Equity                                    |                 |            
|                                                        |                 |            
|Capital Stock                                           | 290             | 64         
|                                                        |                 |            
|Additional Paid-In
    Capital                          | 6,482,923       | -          
|                                                        |                 |            
|Other Comprehensive
    Loss                            | (768,377)       | (707,601)  
|                                                        |                 |            
|Accumulated Deficit                                     | (3,323,047)     | (1,990,936)
|                                                        | 2,391,789       | (2,698,473)
|                                                        | $ 5,664,938     | $ 4,877,069

|                               
|-------------------------------
|See accompanying notes         
|                               
|Approved on Behalf of the Board
|                               
|                               
|                               
|                               
|                               

- F3 -

---



|ICP Solar
    Technologies Inc.                     
|----------------------------------------------------
|(Formerly FC
    Financial Services Inc.)           
|                                                    
|Consolidated Statement of
    Shareholders' Equity  
|(Expressed in U.S. Funds)                           
|For the Nine-Month Period
    Ended October 31, 2006
|(Unaudited)                                         

|                                                                                  |              | Additional | Cumulative Foreign   |             | Total        
|--------------------------------------------------------------------------------- | ------------ | ---------- | -------------------- | ----------- | -------------
|                                                                                  | Common Stock | Paid-In    | Currency Translation | Accumulated | Shareholders'
|                                                                                  | Shares       | Amounts    | Capital              | Adjustment  | Deficit      
|                                                                                  |              |            |                      |             |              
|Balance - January 31, 2006                                                        | 100          | $64        | $-                   | $(707,601)  | $(1,990,936) 
|Recall and cancellation of
    issued Class "A" shares                            | (60)         | (38)       | -                    | -           | -            
|Issue of Class "A" shares in
    exchange for Class "A" shares cancelled          | 6,000        | 38         | -                    | -           | -            
|Recall and cancellation of
    issued Class "B" shares                            | (40)         | (26)       | -                    | -           | -            
|Issue of Class "A" shares in
    exchange for Class "B" shares cancelled          | 4,000        | 26         | -                    | -           | -            
|Class "A" shares subdivided on
    basis of 1,656.6968 for Class "A" shares       | (10,000)     | (64)       | -                    | -           | -            
|Issue of Class "A" shares                                                         | 16,566,968   | 64         | -                    | -           | -            
|Class "E" shares exchanged for
    Class "A" shares                               | 3,433,032    | 176,215    | 3,256,817            | -           | -            
|Net assets acquired                                                               | 9,000,000    | (175,989)  | 3,169,391            | -           | -            
|Issuance of 150,000 stock
    purchase warrants                                   | -            | -          | 56,715               | -           | -            
|Foreign currency
    translation adjustment for the period ended October 31, 2006 | -            | -          | -                    | (60,776)    | -            
|Net loss for the period -
    October 31, 2006                                    | -            | -          | -                    | -           | (1,332,111)  
|Balance - October 31, 2006                                                        | 29,000,000   | $290       | $6,482,923           | $(768,377)  | $(3,323,047) 

- F4 -

---



|ICP Solar
    Technologies Inc.                       
|------------------------------------------------------
|(Formerly FC
    Financial Services Inc.)             
|                                                      
|Consolidated Statement of
    Shareholders' Deficiency
|(Expressed in U.S. Funds)                             
|For the Nine-Month Period
    Ended October 31, 2005  
|(Unaudited)                                           

|                                                                                  |              | Additional | Cumulative Foreign   |             | Total        
|--------------------------------------------------------------------------------- | ------------ | ---------- | -------------------- | ----------- | -------------
|                                                                                  | Common Stock | Paid-In    | Currency Translation | Accumulated | Shareholders'
|                                                                                  | Shares       | Amounts    | Capital              | Adjustment  | Deficit      
|Balance - January 31, 2005                                                        | 100          | $64        | $-                   | $(360,850)  | $(594,264)   
|                                                                                  |              |            |                      |             |              
|Foreign currency
    translation adjustment for the period ended October 31, 2005 | -            | -          | -                    | (195,735)   | -            
|Net loss for the period - October 31, 2005                                        | -            | -          | -                    | -           | (757,185)    
|Balance - October 31, 2005                                                        | 100          | $64        | $-                   | $(556,585)  | $(1,351,449) 

See accompanying notes

- F5 -

---



|ICP Solar
    Technologies Inc.                                
|---------------------------------------------------------------
|(Formerly FC
    Financial Services Inc.)                      
|                                                               
|Consolidated Statement of
    Operations and Comprehensive Loss
|(Expressed in U.S. Funds)                                      
|(Unaudited)                                                    

|                                           | For the Three-Month Period | For the Nine Month Period
|------------------------------------------ | -------------------------- | -------------------------
|                                           | Ended October 31,          | Ended October 31,        
|                                           | 2006                       | 2005                     
|                                           |                            |                          
|Net Sales                                  | $1,731,171                 | $1,239,178               
|Cost of Sales                              | 1,221,921                  | 642,289                  
|Gross Margin                               | 509,250                    | 596,889                  
|Expenses                                   |                            |                          
|Selling, general and administrative        | 1,286,201                  | 907,007                  
|Amortization                               | 80,196                     | 97,761                   
|Research and development                   | 4,320                      | 64,874                   
|Foreign exchange (gain) loss               | 22,772                     | (129,561)                
|                                           | 1,393,489                  | 940,081                  
|Operating Loss                             | (884,239)                  | (343,192)                
|Interest expense                           | (59,318)                   | (45,408)                 
|Accretion of discount on convertible notes | (25,988)                   | -                        
|                                           | (85,306)                   | (45,408)                 
|Loss Before Income Taxes                   | (969,545)                  | (388,600)                
|Income taxes                               | -                          | (1,716)                  
|Net Loss                                   | (969,545)                  | (386,884)                
|Other Comprehensive Loss                   |                            |                          
|Foreign currency translation adjustment    | (32,351)                   | (149,884)                
|Comprehensive Loss                         | $(1,001,896)               | $(536,768)               

See accompanying notes

- F6 -

---



|ICP Solar
    Technologies Inc.          
|-----------------------------------------
|(Formerly FC
    Financial Services Inc.)
|                                         
|Consolidated Statement of
    Cash Flows 
|(Expressed in U.S. Funds)                
|(Unaudited)                              

|
|

|                                                              | For the Three-Month Period | For the Nine Month Period
|------------------------------------------------------------- | -------------------------- | -------------------------
|                                                              | Ended October 31,          | Ended October 31,        
|                                                              | 2006                       | 2005                     
|Funds Provided
    (Used) -                                   |                            |                          
|Operating Activities                                          |                            |                          
|Net loss                                                      | $(969,545)                 | $(386,884)               
|Amortization                                                  | 80,196                     | 97,761                   
|Write-down of capital assets                                  | 191                        | -                        
|Foreign exchange loss (gain)                                  | 22,772                     | (129,561)                
|Consulting fee paid in warrants                               | 56,715                     | -                        
|                                                              | (809,671)                  | (418,684)                
|Changes in non-cash operating
    elements of working capital | (93,639)                   | 441,387                  
|                                                              | (903,310)                  | 22,703                   
|Financing Activities                                          |                            |                          
|Bank indebtedness                                             | (1,181,884)                | 117,995                  
|Long-term debt                                                | -                          | (38,860)                 
|Loan payable, director                                        | (324,048)                  | 171                      
|Loan payable                                                  | 3,464,524                  | -                        
|Obligation under capital lease                                | 168,613                    | (28,136)                 
|Government grants payable                                     | 16,249                     | (16,554)                 
|Transaction costs                                             | (271,466)                  | -                        
|                                                              | 1,871,988                  | 34,616                   
|Investing Activities                                          |                            |                          
|Acquisition of net assets less
    cash acquired              | 67,285                     | -                        
|Additions to property and
    equipment                       | (3,120)                    | (62,959)                 
|Proceeds from sale of property
    and equipment              | 42,080                     | -                        
|                                                              | 106,245                    | (62,959)                 
|Effect of Foreign
    Exchange on Cash Balances               | (88,324)                   | 5,640                    
|Increase in Cash                                              | 986,599                    | -                        
|Cash                                                          |                            |                          
|Beginning of Period                                           | -                          | -                        
|End of Period                                                 | $986,599                   | $-                       

- F7 -

---



|ICP Solar
    Technologies Inc.               
|----------------------------------------------
|(Formerly FC
    Financial Services Inc.)     
|                                              
|Notes to Consolidated
    Financial Statements
|October 31, 2006                              
|(Expressed in U.S. Funds)                     
|(Unaudited)                                   

1.

Basis of Presentation

The accompanying unaudited financial
statements have been prepared in accordance with U.S. generally accepted
accounting principles for interim financial information and item 310(b) of
Regulation S-B and are prepared using the same accounting policies as outlined
in note 3 of ICP Solar Technologies Inc. ("ICP Solar") financial statements for
the year ended January 31, 2006 and 2005 except for those discussed in note 3
below. 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, 2006
are not necessarily indicative of the results that may be expected for the year
ended January 31, 2007. 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, 2006 and
2005.

Reorganization of the Corporation

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

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

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

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

- F8 -

---



|ICP Solar
    Technologies Inc.               
|----------------------------------------------
|(Formerly FC
    Financial Services Inc.)     
|                                              
|Notes to Consolidated
    Financial Statements
|October 31, 2006                              
|(Expressed in U.S. Funds)                     
|(Unaudited)                                   

1. Basis of Presentation and Reorganization of the
Corporation (Cont'd)

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

The net assets of FC Financial
acquired on September 29, 2006 is as follows:

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

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

2. Going Concern

The accompanying financial statements
have been prepared assuming the Company will continue as a going concern. The
Company has reported an accumulated deficit of $3,323,047 as at October 31, 2006
($1,990,936 as at January 31, 2006). To date, these losses have been financed
principally through long-term debt, debt from related parties and the share
exchange transaction. Additional capital and/or borrowings will be necessary in
order for the Company to continue in existence until attaining and sustaining
profitable operations.

Management has continued to develop a
strategic plan to develop a management team, maintain reporting compliance and
establish contracts with clients. Management anticipates generating revenue
through manufacturing and commercializing its products during the next year.
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.

- F9 -

---



|ICP Solar
    Technologies Inc.               
|----------------------------------------------
|(Formerly FC
    Financial Services Inc.)     
|                                              
|Notes to Consolidated
    Financial Statements
|October 31, 2006                              
|(Expressed in U.S. Funds)                     
|(Unaudited)                                   

3.

Share-Based Payments

The Company accounts for share-based
payments in accordance with the provisions of FAS 123R "Share-based payments
(Revised)" and accordingly recognizes in its financial statements share-based
payments at their fair value.

4. Redeemable Preferred Stock

The Company is authorized to issue an unlimited
number of retractable shares without par value with the following attributes:

| |                                                                                                                                                                 | October 31, | January 31,
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- | -----------
| |                                                                                                                                                                 | 2006        | 2006       
| |                                                                                                                                                                 |             |            
| | Class "D", non-voting shares,
    with the right to a non-cumulative dividend of 1/4 of 1% per month,
    redeemable and retractable at the amount paid thereon |             |            
| | Class "E", voting shares, with
    the right to a non-cumulative dividend paid thereon                                                                          |             |            
| | Class "F", non-voting shares,
    with the right to a non-cumulative dividend of 1/4 of 1% per month,
    redeemable and retractable at the amount paid thereon |             |            
| | Class "G", non-voting shares,
    with the right to a non-cumulative dividend of 1/4 of 1% per month,
    redeemable and retractable at $1 per share            |             |            
| | Issued -                                                                                                                                                        |             |            
| | Class "E" shares                                                                                                                                                | $-          | $2,681,667 

On July 19, 2006, the Company acquired the remaining
preferred shares in its Canadian subsidiary company in exchange for 842,201
Class "E" shares of the Company.

On July 26, 2006, all Class "E" shares were exchanged
for 3,433,032 Class "A" shares.

- F10 -

---



|ICP Solar
    Technologies Inc.               
|----------------------------------------------
|(Formerly FC
    Financial Services Inc.)     
|                                              
|Notes to Consolidated
    Financial Statements
|October 31, 2006                              
|(Expressed in U.S. Funds)                     
|(Unaudited)                                   

5. Common Stock

In addition to the above shares, the Company is
authorized to issue without limit as to number and without par value:

| |                                                                              |                                        |             |            
| | ---------------------------------------------------------------------------- | -------------------------------------- | ----------- | -----------
| |                                                                              |                                        | October 31, | January 31,
| |                                                                              |                                        | 2006        | 2006       
| |                                                                              |                                        |             |            
| | Authorized without limit as to
    number -                                  |                                        |            
| | Class A, voting, participating
    shares                                    |                                        |            
| | Class B, non-voting,
    participating shares                                |                                        |            
| | Class C, voting shares, with a
    right to a non-cumulative dividend of 1/4 |                                        |            
| | of 1% per month, redeemable at the amount paid
    thereon                   |                                        |            
| |                                                                              |                                        |             |            
| | Issued -                                                                     |                                        |             |            
| | 29,000,000                                                                   | Class A shares                         | $290        | $38        
| | NIL                                                                          | (January 31, 2006 - 40) Class B shares | -           | 26         

On July 19, 2006, 60 Class "A" shares
were exchanged for 6,000 Class "A" shares. 40 Class "B" shares were exchanged
for 4,000 Class "A" shares. Immediately thereafter, Class "A" shares were
subdivided into additional Class "A" shares on the basis of 1,656.6968 Class "A"
shares for each Class "A" share.

On September 29, 2006, ICP Solar
completed a share exchange transaction with FC Financial in which it acquired
net assets of $3,264,868.

- F11 -

---



|ICP Solar
    Technologies Inc.               
|----------------------------------------------
|(Formerly FC
    Financial Services Inc.)     
|                                              
|Notes to Consolidated
    Financial Statements
|October 31, 2006                              
|(Expressed in U.S. Funds)                     
|(Unaudited)                                   

6. Warrants

During the nine-month period ended October 31, 2006,
FC Financial issued 150,000 stock purchase warrants exercisable into common
shares at $1 per share which expire on October 3, 2008. The stock purchase
warrants were issued in payment of a consulting fee. The stock purchase warrants
were accounted for at their fair value of $56,715, as determined by the Black-Scholes
valuation model, using the following assumptions:

| | Expected volatility     | 96%    
| | ----------------------- | -------
| | Expected life           | 2 years
| | Risk-free interest rate | 5.14%  
| | Dividend yield          | NIL    

As at October 31, 2006, no stock
purchase warrants were exercised.

7. Subsequent Events





- F12 -






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

FORWARD-LOOKING STATEMENTS

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

- 3 -




ICP Solar Technologies Inc. Summary Financial Information

The following information should be read in
conjunction with the financial statements for the three and nine month periods
ended October 31, 2006 and notes thereto appearing elsewhere in this Form
10-QSB. On December 6, 2006, pursuant to a the filing of our form 14C, we
changed our corporate name from FC Financial Services Inc . to ICP Solar
Technologies Inc. Unless otherwise indicated or the context otherwise requires,
the "Company" we," "us," and "our" refer to ICP Solar Technologies Inc. and its
subsidiaries including
ICP
Solar Technologies Inc. ("ICP"), our wholly owned Canadian subsidiary based in
the province of Quebec, Canada.

Company Background

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

Merger

On September 29, 2006, we directly and indirectly through our Canadian holding
corporation, completed the acquisition of 100% of the issued and outstanding
shares of ICP, a Canadian corporation based in the province of Quebec, Canada.
Following completion of the acquisition, ICP continued its operations as a
controlled subsidiary of ICP Solar Technologies Inc., formerly FC Financial
Services Inc. (FC ) (the " ICP Acquisition").

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

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

Although there can be no assurances, we plan
to deliver on a sustainable growth strategy across each of our main targets. We
also intend to increase our addressable markets, boost sales and solidify our
brand through strategic partnerships with best practice distribution partners
worldwide. Strategic partnerships for both distribution channel and technology
are expected to be key drivers of our expansion plans, as well as web-enabled
internal processes for real time accuracy and reporting.

Cash Requirements over the next Twelve
Months

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

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

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

Since FC did not have any substantial assets or operations during the two fiscal
years prior to the completion of the ICP Acquisition and of FC's $5,000,000
private placement completed as of July 11, 2006 as part of the conditions of
closing of the ICP Acquisition, ICP is deemed to be the accounting acquirer of
FC and the discussion of operations below relates to the operations of ICP. We
also changed our fiscal year end from November 30 to January 31 which coincides
with the year end of ICP. As such, we are filing the interim statements for the
nine months ended October 31, 2006 as part of this 10QSB and will be filing our
audited year end statements for the year ended January 31, 2007 within the time
allotted by SEC regulation.

-  4 -




Results of Operations  nine month period
ended October 31, 2006 compared to the nine month period ended October 31, 2005

|                                             | As at October 31,      | As at January 31,     
|-------------------------------------------- | ---------------------- | ----------------------
|                                             | 2006                   | 2006                  
|                                             | (Unaudited)            | (Audited)             
|Balance
    Sheet Information                |                        |                       
|Total Assets                                 | $5,664,938             | $4,877,069            
|Current
    Liabilities                      | $1,454,959             | $4,063,975            
|Total
    Stockholders' Equity (Deficit)     | $2,391,789             | $(2,698,473)          
|Statement of
    Operations and Statement of | For the nine months    | For the nine months   
|Cash Flows
    Information                   | ended October 31, 2006 | ended October 31, 2005
|                                             | (unaudited)            | (unaudited)           
|Expenses                                     | $3,381,180             | $3,583,807            
|Net Sales                                    | $6,574,371             | $6,574,407            
|Net Loss for
    the Period                  | $(1,332,111)           | ($757,185)            
|Comprehensive
    Income (loss)              | $(1,392,887)           | $(952,920)            
|Cash Flows used
    in Operating Activities  | $(2,245,931)           | $(348,775)            
|Cash Flows used
    in Investing Activities  | 104,478                | $(194,855)            
|Cash Flows used
    in Financing Activities  | $3,304,142             | $(24,518)             

Revenue

ICP revenues from Solar energy products provided are $6,574,371 for the nine
month period ended October 31, 2006 compared to $6,574,407 for the same period
last year representing a decrease of $36. The lack of increase in revenue
relates to loss of business from a major customer and reduction of revenue from
existing customers. Management believes that we will realize increased sales
revenues from both new and existing customer base for fiscal 2007.  We intend to
commercialize our new solar roofing tile for which we hold a patent in Q4 of
2007, and as suchwe have recently signed
a binding letter of intent with Tejas Solares of Spain fort he commercialization
of our roofing tile. We
have recently opened up an office in Spain to increase our market penetration
there and in the rest of Europe.  We also intend to develop new products for the
consumer goods sector of the solar industry to be sold under our Sunsei brand
and Coleman brand for which hold a licensing agreement.



-  5 -




Cost of Sales

ICP cost of sales as at October 31, 2006 was $4,273,688 compared to $3,753,423
as at October 31, 2005 representing an increase of $520,265. ICP's margin as at
October 31, 2006 was 35% compared to 43% as at October 31, 2005. The loss of a
major customer and raw materials price increase contributed to lower margins.
Management believes any raw material price increase will be offset by a general
increase in selling price to customers as the solar market demand continues to
outperform its supply availability.

Expenses

ICP Expenses decreased by $202,627 for the nine month period ended October 31,
2006 to $3,381,180 compared to October 31, 2005 $3,583,807. The decrease is
attributable to the closing in 2005 of our manufacturing facility in Montreal
and the reduction of employees in Montreal from 55 to 14.

Net Loss

ICP recorded a net loss of $1.332,111 for the nine month period ended October
31, 2006 compared to a net loss of $757,185 for the same period ended October
31, 2005. The increase in net loss was primarily due to a reduction in inventory
as management has taken a write down from discontinued product lines. Management
believes that we will continue to operate at a net loss until such time as we
can complete our business development efforts and begin to realize increased
sales revenues by 2007.

Liquidity and Capital Resources

At October 31, 2006, ICP had accounts receivable of $1,185,627, income taxes
recoverable of $643,875 and inventories of $2,119,059. At January 31, 2006, ICP
had bank indebtedness of $1,260,730, accounts payable and accrued
liabilities of $1,915,148. ICP also had a non-interest bearing loan payable to
director for $651,689 and government grants payable of $240,978 and capital lease
payable of $85,878. ICP's current portion of the government grants was and
capital lease payable of $42,939.

ICP Credit Facilities

ICP has the following credit facilities: (i) A UK credit facility allowing for
an operating line of credit of 161,000 (90,000 GBP); and (ii) a Canadian credit
facility in the amount of $1,760,000 which requires ICP's Canadian subsidiary to
comply with certain financial covenants. As at October 31, 2006, the Canadian
subsidiary was not in compliance therewith.  We have since renegotiated new
terms for our line of credit and we are presently in compliance with all
financial covenants. As well management believes that we will be able to
continue to comply with these financial covenants in the future,

Financing Requirements

Currently, we have sufficient financial resources to complete our plan of
operation for the next twelve months. ICP was founded in 1988 and has posted
profits since inception, except for the last two fiscal years due to the
entrance on the market of products from Asia and from the acquisition and
integration of its manufacturing facility. At October 31, 2006, ICP had total
assets of $5,664,938 and shareholders' equity of $2,391,789. ICP has an
accumulated deficit of $3,323,047 as at October 31, 2006 and $1,990,936 for the
year ended January 31, 2006. To date these losses and cash flow deficiencies
have been financed principally through the recent acquisition of ICP by FC and
the related private placement, long term debt and debt from related parties.
Additional capital and/or borrowings will be necessary in order for ICP to
continue in existence until attaining profitable operations.

Our management has continued to develop a strategic plan to develop a management
team, maintain reporting compliance and establish contracts with clients.
Management anticipates generating revenue through manufacturing and
commercializing its products during the year. We have commenced the process of
raising additional capital. Should we be unable to continue as a going concern,
we may be unable to realize the carrying value of our assets and to meet our
liabilities as they become due. We have also recently restructured internally to
eliminate some excess operating costs. Our ability to complete our plan of
operation is dependent upon our ability to obtain substantial financing in the
near future.

-  6 -




Any financing that we obtain is expected to be
in the form of sales of our equity securities as sufficient debt financing is
not expected to be available to us at this stage of our development. If we are
successful in completing any equity financings, of which there is no assurance,
our existing shareholders will experience a dilution of their interest in our
company. If we are not successful in raising sufficient financing, we will not
be able to complete our current plan of operation. We do not have any specific
alternatives to our current plan of operation and have not planned for any such
contingency. If we are not successful in raising sufficient financing, our
business may fail and our shareholders may lose all or part of their investment.

OFF-BALANCE SHEET ARRANGEMENTS

None.

CRITICAL ACCOUNTING POLICIES

Reverse Acquisition Accounting

Under generally accepted accounting
principles, the acquisition of ICP has been accounted for as a reverse
acquisition and ICP has been treated as the acquiring entity for accounting and
financial reporting purposes. As such, our consolidated financial statements
will be presented as a continuation of the operations of ICP and not FC. The
operations of FC will be included in the consolidated statement of operations
from the effective date of the acquisition, September 29, 2006.

Revenue Recognition

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

Product Warranty

The Company's current product warranty
includes a ten year, up to a lifetime warranty period for defects in material,
workmanship and power performance. Accruals for product warranties are recorded
at the time of shipment of products to customers. The Company accrues a
provision for estimated future warranty costs based upon the historical
relationship of warranty claims to sales. The Company periodically reviews the
adequacy of its product warranties and adjusts, if necessary, the warranty
percentage and accrued warranty reserve for actual historical experience.

Valuation of Inventories

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

Financial Instruments

-  7 -




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

RISKS AND UNCERTAINTIES

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

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

-  8 -




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

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

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

We were founded in 1988 and although we were profitable in the past, we have
incurred significant losses in the last several years including a net loss of
$184,884 for the nine months ended October 31, 2006. As a result of ongoing
operating losses, we had an accumulated deficit of $279,590 as of October 31,
2006. We expect to incur substantial losses for the foreseeable future, and we
may never become profitable. Even if we do achieve profitability, we may be
unable to sustain or increase our profitability in the future, which could
materially decrease the market value of our common stock. We expect to continue
to make significant capital expenditures and anticipate that our expenses will
increase substantially in the foreseeable future as we seek to:

- 

We do not know whether our revenues will grow at all or grow rapidly enough
to absorb these expenses. Potential investors should consider the potential for
future success in light of the problems, expenses, difficulties complications
and delays encountered in connection with the development of a business in the
area in which we operate These include, but are not limited to, unanticipated
problems relating to research and development programs, marketing, approvals by
government agencies, competition and additional costs and expenses that may
exceed current estimates. There is no history upon which to base any assumption
as to the likelihood that our business will prove to be successful, and there
can be no assurance that we will generate any operating revenues or ever achieve
profitable operations.

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

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

-  9 -




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

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

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

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

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

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

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

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

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

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

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

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

- 10 -




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

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

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

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

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

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

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

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

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

- 11 -




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

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

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

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

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

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

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

- 12 -




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

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

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

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

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

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

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

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

- 13 -






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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ITEM 3. CONTROLS AND PROCEDURES.

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

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

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are party to the following legal
proceedings:

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

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

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

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

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ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

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



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



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

- 19 -






|ExhibitNumber |  | Description of
    Exhibits                                                                                                                                                                                                                                 
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |  |                                                                                                                                                                                                                                                             
|10.17         |  | Consulting Agreement dated March 1, 2006 between ICP Solar Technologies Inc.
    and 6100864 Canada Inc.(10)                                                                                                                                                
|              |  |                                                                                                                                                                                                                                                             
|10.18         |  | Management Agreement dated May 23, 2006 between ICP Solar Technologies Inc.
    and Les Enterprises Guy Lever Inc and Management Agreement Addendum dated
    August 23, 2006 between ICP Solar Technologies Inc. and Les Enterprises Guy
    Lever Inc.(10)
|              |  |                                                                                                                                                                                                                                                             
|10.19         |  | Fixed Rate Asset Loan dated July 28, 2006 between ICP Solar Technologies
    Inc. and HSBC Equipment Finance (UK) Limited.(10)                                                                                                                              
|              |  |                                                                                                                                                                                                                                                             
|10.20         |  | Line of Credit between ICP Global Technologies Inc. and Royal Bank of Canada
    dated May 6, 2005(10)                                                                                                                                                      
|              |  |                                                                                                                                                                                                                                                             
|10.21         |  | Binding letter of intent
    between  ICP Global Technologies Inc. and Tejas Solares .(9)                                                                                                                                                                   
|              |  |                                                                                                                                                                                                                                                             
|31.1          |  | Certification of Principal Executive Officer  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                    
|              |  |                                                                                                                                                                                                                                                             
|31.2          |  | Certification of  Principal Financial Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                
|              |  |                                                                                                                                                                                                                                                             
|32.1          |  | Certification of Principal Executive Officer  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.                                                                                                 
|              |  |                                                                                                                                                                                                                                                             
|32.2          |  | Certification of  Principal Financial Officer
    pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.                                                                                             
|              |  |                                                                                                                                                                                                                                                             
|99.1          |  | Audit Committee Charter.(3)                                                                                                                                                                                                                                 
|              |  |                                                                                                                                                                                                                                                             
|99.2          |  | Disclosure Committee Charter.(3)                                                                                                                                                                                                                            

Notes

| | (1)  | Filed
    with the SEC as an exhibit to our Registration Statement on Form SB-2
    originally filed on March 11, 2004, as amended.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------
| | (2)  | Filed
    with the SEC as an exhibit to our Current Report on Form 8-K filed on
    December 1, 2005.                              
| | (3)  | Filed
    with the SEC as an exhibit to our Current Report on Form 8-K filed on
    February 7, 2006.                              
| | (4)  | Filed
    with the SEC as an exhibit to our Current Report on Form 8-K filed on May
    22, 2006.                                  
| | (5)  | Filed
    with the SEC as an exhibit to our Current Report on Form 8-K filed on July
    11, 2006.                                 
| | (6)  | Filed
    with the SEC as an exhibit to our Quarterly Report on Form 10-QSB filed on
    July 17, 2006.                            
| | (7)  | Filed
    with the SEC as an exhibit to our Current Report on Form 8-K filed on
    September 5, 2006.                             
| | (8)  | Filed
    with the SEC as an exhibit to our Current Report on Form 8-K filed on
    October 5, 2006.                               
| | (9)  | Filed
    with the SEC as an exhibit to our Current Report on Form 8-K filed on
    December 20, 2006                              
| | (10) | Filed
    with the SEC as an exhibit to our Quarterly Report on Form 10QSB filed on
    October 23, 2006                           

- 20 -




SIGNATURE

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

|      |                   |  | ICP SOLAR
    TECHNOLOGIES INC.
|----- | ----------------- |  | -------------------------------
|      |                   |  |                                
|      |                   |  | By:                            
|      |                   |  |                                
|Date: | December 22, 2006 |  |                                
|      |                   |  |                                
|      |                   |  |                                
|      |                   |  | By:                            
|      |                   |  |                                
|      |                   |  |                                
|      |                   |  |                                

- 21 -