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

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION

FORM 10-QSB

[ X ]           
Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934 FOR THE QUARTERLY PERIOD ENDED April 30, 2007

OR

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

Commission File Number 000-51790

ICP SOLAR TECHNOLOGIES, INC.

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

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

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

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

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

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 ]

Number of shares outstanding of the
registrant's class of common stock, as ofJune 19, 2007
was 29,000,000.

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

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TABLE OF CONTENTS

|        | PART I. FINANCIAL INFORMATION                                                             |   
|------- | ----------------------------------------------------------------------------------------- | --
|        |                                                                                           |   
|Item 1. | Financial Statements                                                                      | 1 
|        |                                                                                           |   
|        | Consolidated Balance Sheet                                                                | 1 
|        |                                                                                           |   
|        | Statement of Operations and Comprehensive
    Loss                                        | 3 
|        |                                                                                           |   
|        | Statement of Cash Flows                                                                   | 4 
|        |                                                                                           |   
|        | Notes to Financial Statements                                                             | 5 
|        |                                                                                           |   
|Item 2. | Managements Discussion and Analysis of
    Financial Condition and Results of Operations | 9 
|        |                                                                                           |   
|Item 3. | Controls and Procedures                                                                   | 18
|        |                                                                                           |   
|        | PART II. OTHER INFORMATION                                                                |   
|        |                                                                                           |   
|Item 1. | Legal Proceedings                                                                         | 18
|        |                                                                                           |   
|Item 2. | Unregistered Sales of Equity Securities and
    Use of Proceeds                           | 19
|        |                                                                                           |   
|Item 3. | Defaults upon Senior Securities                                                           | 19
|        |                                                                                           |   
|Item 4. | Submission of Matters to a Vote of Security
    Holders                                   | 19
|        |                                                                                           |   
|Item 5. | Other Information                                                                         | 19
|        |                                                                                           |   
|Item 6. | Exhibits                                                                                  | 19
|        |                                                                                           |   

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PART I
ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited balance
sheets of ICP Solar Technologies Inc. as at April 30, 2007 and January 31, 2007,
related unaudited statements of operations and comprehensive loss, and cash
flows for the three months ended April 30, 2007 and 2006 have been prepared by
management in conformity with accounting principles generally accepted in the
United States. In the opinion of management, all adjustments considered
necessary for a fair presentation of the results of operations and financial
position have been included and all such adjustments are of a normal recurring
nature. Operating results for the period ended April 30, 2007, are not
necessarily indicative of the results that can be expected for the fiscal year
ending January 31, 2008 or any other subsequent period.





---

ICP Solar Technologies Inc.

Consolidated Interim Financial Statements 
April 30, 2007 
(Expressed in U.S. Funds)

RSM Richter LLP 
Chartered Accountants











RSM Richter LLP is an independent member firm of RSM
International, an affiliation of independent accounting and consulting firms.

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|ICP Solar
    Technologies Inc.                    |      
|-------------------------------------------------- | -----
|                                                   |      
|Consolidated
    Interim Financial Statements      |      
|April 30, 2007                                     |      
|(Expressed in U.S.
    Funds)                      |      
|                                                   |      
|                                                   |      
|Contents                                           |      
|                                                   |      
|Balance Sheet                                      | 1 - 2
|                                                   |      
|Statement of
    Operations and Comprehensive Loss | 3    
|                                                   |      
|Statement of Cash
    Flows                        | 4    
|                                                   |      
|Notes to Financial
    Statements                  | 5 - 8





---

ICP Solar Technologies Inc.Consolidated Balance Sheet 
As At April 30, 2007 
(Unaudited) 
(Expressed in U.S. Funds)

|                                                  |   | April 30, |   | January 31,
|------------------------------------------------- | - | --------- | - | -----------
|                                                  |   | 2007      |   | 2007       
|                                                  |   |           |   |            
|Assets                                            |   |           |   |            
|Current                                           |   |           |   |            
|                                                  |   |           |   |            
|Cash                                              | $ | 37,257    | $ | 35,277     
|Term deposit                                      |   | 510,788   |   | 505,301    
|Accounts receivable                               |   | 1,980,233 |   | 1,587,971  
|Income taxes recoverable                          |   | 651,396   |   | 573,587    
|Inventories                                       |   | 1,880,485 |   | 2,085,765  
|Prepaid expenses                                  |   | 13,546    |   | 184,678    
|Current assets held for sale (note 5)             |   | 589,874   |   | 589,520    
|                                                  |   | 5,663,579 |   | 5,562,099  
|Loan Receivable                                   |   | 3,000,000 |   | 2,914,612  
|Property and Equipment                            |   | 99,880    |   | 105,552    
|Property and Equipment Held for
    Sale (note 5) |   | 399,081   |   | 428,832    
|                                                  |   |           |   |            
|                                                  | $ | 9,162,540 | $ | 9,011,095  



- 1 -

---



|                                                             |   |               |   |                
|------------------------------------------------------------ | - | ------------- | - | ---------------
|                                                             |   | April
    30, |   | January
    31,
|                                                             |   | 2007          |   | 2007           
|                                                             |   |               |   |                
|Liabilities                                                  |   |               |   |                
|Current                                                      |   |               |   |                
|                                                             |   |               |   |                
|Bank indebtedness                                            | $ | 1,453,678     | $ | 1,159,688      
|Accounts payable and accrued liabilities                     |   | 813,077       |   | 914,987        
|Current portion of government grants payable                 |   | 27,024        |   | 114,480        
|Loan payable, director                                       |   | 533,910       |   | 501,301        
|Current liabilities held for sale (note 5)                   |   | 468,595       |   | 478,575        
|                                                             |   | 3,296,284     |   | 3,169,031      
|Convertible Notes,
    less unamortized discount of $675,692 |   | 1,824,308     |   | 1,746,344      
|Long-Term Liabilities Held for Sale(note 5)                  |   | 3,338,567     |   | 3,030,727      
|Commitment and Contingencies                                 |   |               |   |                
|Shareholders'
    Equity                                     |   |               |   |                
|Capital Stock                                                |   | 290           |   | 290            
|Additional Paid-In
    Capital                               |   | 6,482,923     |   | 6,482,923      
|Accumulated Other Comprehensive Loss                         |   | (810,562)     |   | (800,719)      
|Accumulated Deficit                                          |   | (4,969,270)   |   | (4,617,501)    
|                                                             |   | 703,381       |   | 1,064,993      
|                                                             | $ | 9,162,540     | $ | 9,011,095      

See accompanying notes

- 2 -

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ICP Solar Technologies Inc.

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

|                                                        | Three-Month Period
|------------------------------------------------------- | ------------------
|                                                        | Ended April 30,   
|                                                        |                   
|                                                        |                   
|Net Sales                                               | $                 
|                                                        |                   
|Cost of Sales                                           |                   
|Gross Margin                                            |                   
|Expenses                                                |                   
|                                                        |                   
|Selling, general and administrative                     |                   
|Depreciation                                            |                   
|Research and development                                |                   
|Foreign exchange (gain) loss                            |                   
|                                                        |                   
|Operating Earnings (Loss)                               |                   
|                                                        |                   
|Interest expense                                        |                   
|Interest income                                         |                   
|Write-down of loan receivable                           |                   
|Accretion on discount on convertible
    notes          |                   
|                                                        |                   
|                                                        |                   
|Net Earnings (Loss)                                     |                   
|Other Comprehensive
    Income                          |                   
|Foreign currency translation
    adjustment             |                   
|Comprehensive Income (Loss)                             |                   
|Basic Weighted Average Number of
    Shares Outstanding | $                 
|Basic and Diluted Earnings (Loss)
    Per Share         |                   

See accompanying notes

- 3 -

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ICP Solar Technologies Inc.Consolidated Statement of Cash
Flows 
For the Year Ended April 30, 2007 
(Unaudited) 
(Expressed in U.S. Funds)

|                                                                                                                | Three-Month Period
|--------------------------------------------------------------------------------------------------------------- | ------------------
|                                                                                                                | Ended April 30,   
|                                                                                                                |                   
|                                                                                                                |                   
|Funds Provided (Used) -                                                                                         |                   
|Operating Activities                                                                                            |                   
|Net earnings (loss)                                                                                             | $                 
|Depreciation                                                                                                    |                   
|Write-down of property and
    equipment                                                                        |                   
|Foreign exchange (gain)
    loss                                                                                |                   
|Write-down of loan
    receivable                                                                               |                   
|Accretion of discount on
    convertible notes                                                                  |                   
|                                                                                                                |                   
|Changes in non-cash
    operating elements of working capital used in continuing operations                     |                   
|Changes in non-cash
    operating elements of working capital from assets and liabilities held for
    disposal |                   
|                                                                                                                |                   
|Financing Activities                                                                                            |                   
|Bank indebtedness                                                                                               |                   
|Loan payable, director                                                                                          |                   
|Loan payable                                                                                                    |                   
|Government grants payable                                                                                       |                   
|Net cash provided from
    financing activities from continuing operations                                      |                   
|Net cash from financing
    activities from assets and liabilities held for disposal                            |                   
|                                                                                                                |                   
|                                                                                                                |                   
|Investing Activities                                                                                            |                   
|Term deposit                                                                                                    |                   
|Net cash provided from
    investing activities from assets and liabilities held for disposal                   |                   
|                                                                                                                |                   
|Effect of Foreign Exchange on Cash
    Balances                                                                 |                   
|Increase in Cash                                                                                                |                   
|Cash                                                                                                            |                   
|Beginning of Period                                                                                             |                   
|End of Period                                                                                                   | $                 

See accompanying notes

- 4 -

---



ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements

April 30, 2007

(Unaudited)

(Expressed in U.S. Funds)

1.

Basis of Presentation

The accompanying unaudited financial statements have been
prepared in accordance with U.S. generally accepted accounting principles for
interim financial information and 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, 2007 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 months ended April 30, 2007 are not necessarily indicative of the results
that may be expected for the year ended January 31, 2008.  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
year ended January 31, 2007.

2.

Going Concern

The accompanying financial statements have been prepared assuming
the Company will continue as a going concern.  The Company has reported an
accumulated deficit of $4,969,270 as at April 30, 2007 ($4,617,501 as at January
31, 2007).  To date, these losses have been financed principally through capital
stock, long-term debt and debt from related parties.  Additional capital and/or
borrowings will be necessary in order for the Company to continue in existence
until attaining and sustaining profitable operations.

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

3.

Common Stock

| |                                                   |      | 
| | ------------------------------------------------- | ---- | 
| | 100,000,000 shares authorized, $0.00001 par value |      | 
| | Issued -                                          |      | 
| | 29,000,000 Class "A" shares                       | $290 | 

-5-

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements

April 30, 2007

(Unaudited)

(Expressed in U.S. Funds)

4.

Income Taxes

On February 1, 2007, the Company adopted Financial Accounting
Standards Board (FASB) Interpretation (FIN) No. 48, ''Accounting for Uncertainty
in Income Taxes - an Interpretation of FASB Statement No. 109'' (FIN 48), which
clarifies the accounting for uncertainty in tax positions.  This Interpretation
requires that the Company recognize in its financial statements, the impact of a
tax position, if the position is more likely than not for being sustained on
audit, based on the technical merits of the position. The adoption of FIN 48 did
not have a material impact on our consolidated financial statements.  The
Company is currently subject to a four year statute of limitations by major tax
jurisdictions.  The Company and its subsidiaries file income tax returns in
Canada, UK, Asia and Australia.

5.

Net Assets Held for Sale

In April 2007, the Company's management and Board of Directors
made a decision to sell 85% of the Company's shares in its manufacturing
segment, ICP Solar Technologies (UK) ''ICP UK'', a wholly-owned subsidiary of
the Company to a third party.  Accordingly, the net assets of ICP UK have been
reclassified and disclosed as assets held for sale.

Included in the assets and liabilities held for sale are:



| |                                                   | April 30,   | January 31,
| | ------------------------------------------------- | ----------- | -----------
| |                                                   | 2007        | 2006       
| |                                                   |             |            
| | Cash                                              | $ 99,017    | $ 203,232  
| | Accounts receivable                               | 36,081      | 22,913     
| | Inventories                                       | 360,563     | 319,620    
| | Prepaid
    expenses                              | 94,213      | 43,755     
| | Current assets held for sale                      | 589,874     | 589,520    
| | Property and equipment held for sale              | 399,081     | 428,832    
| | Accounts payable and accrued liabilities          | 371,792     | 370,070    
| | Current portion of long-term debt                 | 60,969      | 61,492     
| | Current portion of obligation under capital lease | 35,834      | 47,013     
| | Current liabilities held for sale                 | 468,595     | 478,575    
| | Long-term liabilities held for sale               | $ 3,338,567 | $3,030,727 



-6-

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements

April 30, 2007

(Unaudited)

(Expressed in U.S. Funds)

6.

Subsequent Events

Sale of 85% of Shares of ICP UK

On May 9, 2007, the Company signed a Share Purchase Agreement
(the Agreement) with ISE LLC (ISE).  Under the terms of the Agreement, ISE
shall acquire 85% of all of the Companys shares of ICP UK for an aggregate
amount of US $3 million.  On May 10, 2007, the Company and ISE signed an
Amendment to the Agreement (Amendment), revising the modalities of payment.
 As per the terms of the Amendment, ISE shall pay the Company a total of $1.00
for the shares.  In addition, ISE will pay the Company an amount equivalent to
$3,000,000 representing the principal amount on a loan owed to the Company by
ICP UK as follows:

a)

US $500,000 upon signing of the Agreement;

b)

US $500,000 on November 29, 2007;

c)

The balance shall be repaid as monthly payments for a period of
13.94 months as of January 1, 2008.  Each monthly payment shall be equal to US
$143,500 per month and shall be made either in cash, or in kind in the form of
solar panels, at the option of the Company or its subsidiaries, as per the terms
of the Agreement.

From the signing of this Share Purchase Agreement until the
Monthly Payment Commencement Date, the Company shall acquire 7,000 solar panels
per month from the Acquirer, at the price per solar panel commencing at $24.60
and decreasing down to the Panel Price as the total cost per solar panel
decreases, the sale of the panels shall be on a C.O.D./F.O.B. basis until such
time as the Acquirer has secured an accounts receivable line of credit in which
case, payment terms shall be net 60.  The Company shall have the option to
acquire up to 7,000 solar panels per month from the Acquirer at the Panel Price
for a six month period commencing from the date of the last Monthly Payment.

Stock Options

On May 18, 2007, for the first time, the Company granted a total
of 1,807,500 options to certain of its employees and directors to purchase
common shares.  The stock options are exercisable at a range of $2.25 to $2.3
per share and vest over a two year period with 25% over six months.



-7-

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements

April 30, 2007

(Unaudited)

(Expressed in U.S. Funds)

Warrants

On May 18, 2007, the Company issued, as consulting fees, to a
member of the immediate family of the President and CEO of the Company 100,000
stock purchase warrants exercisable into common shares at $2.25 per share which
vest on October 3, 2007.

On May 18, 2007, the Company issued, as consulting fees, to a
Director and former CFO of the Company 525,000 stock purchase warrants
exercisable into common shares at $2.25 per share which vest on October 3, 2007.

7.

Segmented Information

During the 2007 fiscal year, the Company reorganized its
strategic activities in two business segments.  The manufacturing activities
represents the Companys manufacturing plant held in the UK subsidiary.  All
units produced in the UK subsidiary have been sold to the Canadian subsidiary
which administers the headquarters of the Company and is responsible for all
selling activities.  The two businesses are managed separately and exposed to
different sets of risks.  The segmented information for the three months ended
April 30, 2007 is approximately as follows:

| |                                     | Selling     | Manufacturing | Inter Entity | Total          
| | ----------------------------------- | ----------- | ------------- | ------------ | ---------------
| |                                     |             |               |              |                
| | Net sales                           | $ 2,620,340 | $ 663,720     | $  (663,720) | $2,620,340     
| | Cost of sales                       | 1,616,332   | 464,790       | (663,720)    | 1,417,402      
| | Gross Margin                        | 1,004,008   | 198,930       | -            | 1,202,938      
| | Selling, general and administrative | 616,895     | 603,371       | -            | 1,220,266      
| | Amortization                        | 7,311       | 71,195        | -            | 78,506         
| | Foreign exchange (gain) loss        | 23,406      | (111,646)     | -            | (88,240)       
| | Write-down of loan receivable       | 229,128     | -             | -            | 229,128        
| | Segment operating loss              | 127,268     | (363,990)     | -            | (236,722)      
| | Unallocated expenses                |             |               |              |                
| | Research and development            |             |               |              | 253            
| | Interest expense                    |             |               |              | 114,794        
| | Net Loss                            |             |               |              | $
    (351,769)



-8-

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

Forward Looking Statements



The Managements Discussion and Analysis (MD&A) is designed to
assist investors in understanding the nature and the importance of the changes
and trends, as well as the risks and uncertainties associated with the Companys
operations and financial position. Some sections of this report contain
forward-looking statements that, because of their nature, necessarily involve a
number of known and unknown risks and uncertainties, including statements
regarding our capital needs, business strategy and expectations, and the factors
described under Risk Factors contained in Item 1 of the Companys Form 10KSB
Annual Report for the period ended January 31, 2007, which are incorporated
herein by reference.  Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
forward-looking statements can be identified by terminology such as may,
will, should, expect, plan, intend, anticipate, believe,
estimate, predict, potential or continue, the negative of such terms or
other comparable terminology. The Companys actual and future results could
therefore differ materially from those indicated or underlying these
forward-looking statements.



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



The following information should be read in conjunction with the
unaudited consolidated financial statements for the three months period ended
April 30, 2007 and 2006 and notes thereto. Unless otherwise indicated or the
context otherwise requires, the "Company," ICP, we," "us," and "our" refer to
ICP Solar Technologies Inc. and its subsidiaries.



Compliance with Generally Accepted Accounting Principles

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



Use of Estimates

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



-9-

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



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



Changes in Accounting Principles

No accounting changes were adopted during fiscal 2006 and 2007
and the first three months ended April 30, 2007.



Overview

Company Background

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.



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



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



Our immediate goal is the development of our thin film amorphous
solar cell which can be seamlessly integrated into roofing lines for homes,
buildings and other structures. We are currently developing a distribution
channel and technology partnerships to launch products based on the thin film
amorphous solar cell technology in 2007. Although there can be no assurances, we
plan to deliver on a sustainable growth strategy across each of our main
targets. We also intend to increase our addressable markets, further sales and
solidify our brand through strategic partnerships with best practice
distribution partners worldwide. Strategic partnerships for both distribution
channel and technology are expected to be key drivers of our expansion plans.



-10-

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Reorganization of the Corporation

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

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



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

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

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

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

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

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

-11-

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| | 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

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

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



Going Concern



The accompanying financial statements have been prepared assuming
the Company will continue as a going concern.  The Company has reported an
accumulated deficit of $4,969,270 as at April 30, 2007 (January 31, 2007 -
$4,617,501).  To date, these losses have been financed principally through
capital stock, long-term debt and debt from related parties.  Additional capital
and/or borrowings will be necessary in order for the Company to continue in
existence and attaining profitable operations.



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

Net Assets Held for Sale

In April 2007, the Company's management and Board of Directors
made a decision to sell 85% of the Company's shares in its manufacturing
segment, ICP Solar Technologies (UK) ''ICP UK'', a wholly-owned subsidiary of
the Company to a third party.  Accordingly, the net assets of ICP UK have been
reclassified and disclosed as assets held for sale.

Included in the assets and liabilities held for sale are:



| | April 30,
    2007 | January 31,
    2006
| | ------------------ | --------------------



|Cash                                              | $
    99,017    | $
    203,232  
|------------------------------------------------- | --------------- | ---------------
|Accounts receivable                               | 36,081          | 22,913         
|Inventories                                       | 360,563         | 319,620        
|Prepaid expenses                                  | 94,213          | 43,755         
|Current assets held for sale                      | 589,874         | 589,520        
|Property and equipment held for sale              | 399,081         | 428,832        
|Accounts payable and accrued liabilities          | 371,792         | 370,070        
|Current portion of long-term debt                 | 60,969          | 61,492         
|Current portion of obligation under capital lease | 35,834          | 47,013         
|Current liabilities held for sale                 | 468,595         | 478,575        
|Long-term liabilities held for sale               | $
    3,338,567 | $
    3,030,727



-12-

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Selected Consolidated Quarterly Information

(in thousands of $, except per-share amounts)



|                                              | Period Ended
    April 30,
|--------------------------------------------- | --------------------------
|                                              | Three Months              
|                                              | 2007                      
|                                              |                           
|                                              |                           
|Revenues                                      | 2,620                     
|Gross margin                                  | 1,203                     
|Expenses                                      | 1,211                     
|Operating Earnings (Loss)                     | ( 8)                      
|Net earnings (Loss)                           | (352)                     
|Earnings (loss) per Class A share             |                           
|(basic and diluted)                           | (0.01)                    
|Weighted average number of                    |                           
|Class A shares
    outstanding (in thousands) | 29,000                    
|Cash
    dividends paid on Class A shares     | -                         



Balance Sheet Data

|                                                  | April 30, | January 31,
|------------------------------------------------- | --------- | -----------
|                                                  | 2007      | 2007       
|                                                  |           |            
|                                                  |           |            
|Total assets                                      | 9,162     | 9,011      
|Shareholders equity                              | 703       | 1,065      
|Total interest-bearing debt(1)
                  | 3,543     | 3,171      
|Total interest-bearing debt Held for Sale         | 196       | 224        
|Cash and short-term
    investments               | 548       | 540        
|Cash and
    short-term investments Held for Sale | 99        | 203        

(1)    Including long-term debt
and its current portion, bank advances and loans, interest bearing portion of
directors loan payable, capital lease obligations and their current portion as
well as convertible notes.

- 13 -

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Seasonality



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



Operating Results for the Three Month Period Ended April
30, 2007



Net Sales



During the first quarter ended April 30, 2007, ICPs consolidated net salesposted a slight decrease of 2% or $49 thousand
to $2.62 million, down from $2.67 million for the three month period ended April
30, 2006. The shortage of silicon supply in the quarter ended April 30, 2006 and
the corresponding loss of customers due to lack of inventory and delivery delays
has been offset in the quarter ended April 30, 2007 with an increase in sales to
OEM customers. Thus sales have remained relatively stable in the first quarter
compared to the corresponding period in 2006.



By geographic location, sales in North America accounted for
approximately 51% of total sales, Europe 31%, Asia 8% and Africa 10%.



Gross Margin



The gross margindecreased by 4.6% or $58 thousand to
$1.2 million. The gross profit margin as a percentage of sales worked out to
46%, compared to 47.3% the previous year remaining relatively stable.



Operating expenses



Selling and general and administrative expensesincreased to $1.22 million from $910 thousand a year earlier. This increase of
34% or $310 thousand represents increased professional fees of $132 thousand
related to compliance, disclosure and governance as a public company. Increased
sales initiatives amounted to $62 thousand to revamp our web store to increase
conversion rates and $39 thousand for travel to secure new customers in Europe
and North America. The balance of the increase represents investment in new key
personnel. Research and development expenses were practically nil in the first
quarter compared to $13 thousand in the corresponding period a year earlier as
the Company concentrated its efforts on commercializing the results of prior R&D
efforts.



Including depreciation of $78 thousand and the gain on foreign
exchange of $88 thousand, operating losses amounted to $8 thousand
compared to earnings of $207 thousand for the three month period ended April 30,
2006.



Terms of sale of the factory described in note 7, Subsequent
Events in the accompanying Financial Statements, call for a repayment by the
purchaser in the amount of $3 million of the loans owing to the other related
entities in the ICP group. As the total of these loans amounted to $3.2 million
as of April 30, 2007, a write down of loan receivable of $229 thousand relating
to the sale of the UK factory was recorded in the period. After giving effect to
the write down and net interest expense of $37 thousand as well as the accretion
of interest on convertible notes of $78 thousand, the net loss for the tree
month period ended April 30, 2007 amounted to $352 thousand compared to net
earnings of $159 thousand for the corresponding period a year earlier.



-14-

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The net loss from the manufacturing segment as detailed below
(see Segmented Information) amounted $364 thousand for the three month period
ended April 30, 2007.



The loss per Class A share (basic and diluted) amounted to $0.01
on a weighted average of 29,000,000 outstanding shares, compared with earnings
per share of $0.01 on 20,000,000 shares the previous year.

Segmented Information

During the 2007 fiscal year, the Company reorganized its
strategic activities in two business segments.  The manufacturing activities
represents the Companys manufacturing plant held in the UK subsidiary.  All
units produced in the UK subsidiary have been sold to the Canadian subsidiary
which administers the headquarters of the Company and is responsible for all
selling activities.  The two businesses are managed separately and exposed to
different sets of risks.  The segmented information for the three months ended
April 30, 2007 is approximately as follows:



| |                                     | Selling     | Manufacturing | Inter Entity | Total          
| | ----------------------------------- | ----------- | ------------- | ------------ | ---------------
| |                                     |             |               |              |                
| | Net sales                           | $ 2,620,340 | $ 663,720     | $  (663,720) | $2,620,340     
| | Cost of sales                       | 1,616,332   | 464,790       | (663,720)    | 1,417,402      
| | Gross Margin                        | 1,004,008   | 198,930       | -            | 1,202,938      
| | Selling, general and administrative | 616,895     | 603,371       | -            | 1,220,266      
| | Amortization                        | 7,311       | 71,195        | -            | 78,506         
| | Foreign exchange (gain) loss        | 23,406      | (111,646)     | -            | (88,240)       
| | Write-down of loan receivable       | 229,128     | -             | -            | 229,128        
| | Segment operating loss              | 127,268     | (363,990)     | -            | (236,722)      
| | Unallocated expenses                |             |               |              |                
| | Research and development            |             |               |              | 253            
| | Interest expense                    |             |               |              | 114,794        
| | Net Loss                            |             |               |              | $
    (351,769)
| |                                     |             |               |              |                





Principal Cash Flows for the Three Month Period Ended April
30, 2007



Operating activitiesbefore net
change in non-cash working capital items used cash flows of $50 thousand during
the period compared to cash flows generated of $345 thousand a year earlier. Net
change in non-cash working capital items related to operations used cash flows
of $4 thousand for the three months ended April 30, 2007 compared to $1.0
million for the first quarter ended April 30, 2006. Net change in non-cash
working capital items related to assets and liabilities held for sale used cash
flows of $57 thousand for the three months ended April 30, 2007 compared to $12
thousand for the first quarter ended April 30, 2006.After net changes in
non-cash working capital balances, operating activities used net cash flows of
$111 thousand, compared with a use of cash of $752 thousand for the
corresponding period the previous year.



-15-

---





Financing activitiesfrom continuing
operations provided cash flows of $307 thousand, primarily as a result of
increases in bank indebtedness of $396 thousand and repayment of government
grants of $91 thousand. For the period ended April 30, 2006, financing
activities from continuing operations provided cash flows of $886 thousand
primarily as a result of bank credit and loans contracted.



Financing activities from assets and liabilities held for sale
used net cash flows in the amount of $40 thousand compared to $15 thousand for
the corresponding period the previous year. Thus the total cash flows generated
from financing activities totaled $266 thousand compared to $871 thousand for
the corresponding period a year earlier.



Investing activitiesgenerated cash
flows of $82 thousand principally from the assets and liabilities held for sale.



After also deducting the $235 thousand exchange loss on cash
denominated in foreign currency, the aggregate cash inflows and outflows for the
three month period ended April 30, 2007 provided net cash flows of $2 thousand
compared to nil for the same period last year. ICP ended the period with cashof $37,257, up from $nil as at April 30, 2006.



Financial Position as at April 30, 2007



Total assets amounted to $9.2 million as at April 30, 2007,
compared to $9.0 million as at January 31, 2007. This increase primarily
reflects the increase in accounts receivable, and decrease in inventories.



Working capitalremained unchanged
at $2.4 million as at April 30, 2007. The current ratio was also relatively
unchanged at 1.72:1. Excluding current assets and liabilities held for sale, the
working capital ratio works out to 1.80:1 as at April 30, 2007 compared to
1.85:1 as at January 31, 2007



The liability component of the convertible notes amounted to
$1.8 million as at April 30, 2007, compared with $1.7 million at the end of
January 31, 2007. Interest-bearing debt  from continuing operations
(consisting of long-term debt and its current portion, convertible notes, bank
indebtedness, and obligations under capital lease) went from $3.1 million as at
January 31, 2007, to $3.5 million as at April 30, 2007. Considering the
accumulated losses to date and the increase in total debt, the Company is not in
compliance with certain ratios contained in the covenants related to banking
agreements and could be required to repay on demand all amounts due ($ 1.4
Million as of April 30, 2007) under these agreements. The Company has not
received any default notice from its lenders thus far. The Company is seeing to
obtaining the necessary waivers or changes to these credit agreements from its
lenders.



Shareholders equityamounted to
$703 thousand, compared to $1.1 million as at January 31, 2007. The decrease is
attributable to the net loss for the period.



-16-

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Subsequent Events

Sale of 85% of Shares of ICP UK

On May 9, 2007, the Company signed a Share Purchase
Agreement (the Agreement) with ISE LLC (ISE).  Under the terms of the
Agreement, ISE shall acquire 85% of all of the Companys shares of ICP UK for an
aggregate amount of US $3 million.  On May 10, 2007, the Company and ISE signed
an Amendment to the Agreement (Amendment), revising the modalities of payment.
 As per the terms of the Amendment, ISE shall pay the Company a total of $1.00
for the shares.  In addition, ISE will pay the Company an amount equivalent to
$3,000,000 representing the principal amount on a loan owed to the Company by
ICP UK as follows:

a)  US $500,000 upon signing of the Agreement;

b)  US $500,000 on November 29, 2007;

c)  The balance shall be repaid as monthly payments
for a period of 13.94 months as of January 1, 2008.  Each monthly payment shall
be equal to US $143,500 per month and shall be made either in cash, or in kind
in the form of solar panels, at the option of the Company or its subsidiaries,
as per the terms of the Agreement.

From the signing of this Share Purchase Agreement
until the Monthly Payment Commencement Date, the Company shall acquire 7,000
solar panels per month from ISE, at the price per solar panel commencing at
$24.60 and decreasing down to the Panel Price as the total cost per solar panel
decreases, the sale of the panels shall be on a C.O.D./F.O.B. basis until such
time as the Company has secured an accounts receivable line of credit in which
case, payment terms shall be net 60.  The Company shall have the option to
acquire up to 7,000 solar panels per month from ISE at the Panel Price for a six
month period commencing from the date of the last Monthly Payment.

Stock Options

On May 18, 2007, for the first time, the Company
granted a total of 1,807,500 options to certain of its employees and directors
to purchase common shares.  The stock options are exercisable at a range of
$2.25 to $2.3 per share and vest over a two year period with 25% over six
months.

Warrants

On May 18, 2007, the Company issued, as consulting
fees, to a member of the immediate family of the President and CEO of the
Company 100,000 stock purchase warrants exercisable into common shares at $2.25
per share which vest on October 3, 2007.

On May 18, 2007, the Company issued, as
consulting fees, to a Director and former CFO of the Company 525,000 stock
purchase warrants exercisable into common shares at $2.25 per share which vest
on October 3, 2007.

-17-

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ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Controls over Financial Reporting

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

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ICP has been named defendant in a legal action by a former employee for an
approximate amount of $263,000.  Management is of the opinion that the claim is
unfounded.  No provision for possible loss has been included in the financial
statements accompanying this Annual Report. Subsequent to period end, on June
15, 2007 this claim has been resolved for an amount of CAD $25,000.

ICP is being audited by governmental authorities for corporate tax return
previously filed for fiscal year 2003 to 2005.  Management believes that in the
event that the Canadian subsidiary would be reassessed, there are sufficient tax
losses carry-forwards to offset any amounts payable.  The Company is unable to
estimate the liability relating to interests and penalties from these
reassessments.  Accordingly, no amount has been recorded in the books and
records.



-18-

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



This Item is not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

This Item is not applicable.

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

No matter was submitted during the first quarter
ended April 30, 2007, to a vote of security holders, through the solicitation of
proxies or otherwise.

ITEM 5. OTHER INFORMATION

This Item is not applicable.



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)

-19-

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|10.11 | Exchangeable Share Support Agreement
    dated September 29, 2006 among FC Financial Services Inc., 1260491 Alberta
    Inc., Equity Transfer & Trust Company, Sass Peress, the Peress Family Trust,
    Arlene Ades, Joel Cohen, the Sass Peress Family Trust, and Eastern Liquidity
    Partners.(8)                                      
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.12 | Exchange and Trust Voting Agreement
    dated September 29, 2006 among FC Financial Services Inc., 1260491 Alberta
    Inc., Equity Transfer & Trust Company, Sass Peress, Joel Cohen, Arlene Ades,
    the Sass Peress Family Trust, the Peress Family Trust, Eastern Liquidity
    Partners Ltd., Taras Chebountchak, and Orit Stolyar.(8)
|10.13 | Lease Agreement
    dated March 22, 2006 between 2631-1746 Quebec Inc. and ICP Global
    Technologies Inc.                                                                                                                                                                                                                                 
|10.14 | Lease Agreement
    dated October 10, 2003 among Mardan (Norwich) Limited, ICP Solar
    Technologies UK Limited and ICP Global Technologies Inc.                                                                                                                                                                                           
|10.15 | Employment
    Agreement dated November 6, 2005 between ICP Global Technologies Inc. and
    Arlene Ades.                                                                                                                                                                                                                                   
|10.16 | Consulting
    Agreement dated November 24, 2004 between ICP Solar Technologies Inc. and
    Michael Di Domenico.                                                                                                                                                                                                                           
|10.17 | Consulting Agreement dated March 1, 2006
    between ICP Solar Technologies Inc. and 6100864 Canada Inc.                                                                                                                                                                                                                                    
|10.18 | Management Agreement dated May 23, 2006
    between ICP Solar Technologies Inc. and Les Enterprises Guy Lever Inc and
    Management Agreement Addendum dated August 23, 2006 between ICP Solar
    Technologies Inc. and Les Enterprises Guy Lever Inc.                                                                                    
|10.19 | Fixed Rate Asset Loan dated July 28, 2006
    between ICP Solar Technologies Inc. and HSBC Equipment Finance (UK) Limited.                                                                                                                                                                                                                  
|10.20 | Line of Credit between ICP Global
    Technologies Inc. and Royal Bank of Canada dated May 6, 2005                                                                                                                                                                                                                                          
|10.21 | Binding letter of intent between  ICP Global
    Technologies Inc. and Tejas Solares .(9)                                                                                                                                                                                                                                                   
|10.22 | Binding letter of intent between ICP Solar
    Technologies Inc. and Discover Power Inc.(10)                                                                                                                                                                                                                                                
|10.23 | Share Purchase Agreement dated May 9, 2007
    between ICP Solar Technologies Inc. and ISE Solar LLC.(11)                                                                                                                                                                                                                                   
|10.24 | Amendment dated May 10, 2007 to Share Purchase
    Agreement dated May 9, 2007 between ICP Solar Technologies Inc. and ISE
    Solar LLC.(12)                                                                                                                                                                                               
|31.1  | Certification of Principal Executive Officer
    and Principal Financial Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.                                                                                                                                                                                             
|32.1  | Certification of Principal Executive Officer
    and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                              
|99.1  | Audit Committee Charter.(3)                                                                                                                                                                                                                                                                                                                 
|99.2  | Disclosure Committee Charter.(3)                                                                                                                                                                                                                                                                                                            

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.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------

-20-

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| | (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 Current Report on Form 8-K filed on
    January 18, 2007.  
| | (11) | Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on
    May 10, 2007.      
| | (12) | Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on
    May 16, 2007.      

-21-



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