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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB

[ X ]            Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 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.
(Exact name of registrant as specified in its charter)

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

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

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

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

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

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 of December 17, 2007 was 32,650,000.

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

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TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Financial Statements	4
Consolidated Balance Sheet	5
Statement of Shareholders’ Equity	6
Statement of Operations and Comprehensive Loss	7
Statement of Cash Flows	8
Notes to Financial Statements	9
Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Controls and Procedures	28
PART II. OTHER INFORMATION
Legal Proceedings	29
Unregistered Sales of Equity Securities and Use of Proceeds	29
Defaults upon Senior Securities	29
Submission of Matters to a Vote of Security Holders	29
Other Information	29
Exhibits	30

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PART I

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited balance sheets of ICP Solar Technologies Inc. as at October 31, 2007 and January 31, 2007, related unaudited statements of operations and comprehensive loss, and cash flows for the three and nine months ended October 31, 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 October 31, 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.

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ICP Solar Technologies Inc.

Consolidated Interim Financial Statements
October 31, 2007
(Expressed in U.S. Funds)
(Unaudited)

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ICP Solar Technologies Inc.

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

		October 31, 2007		January 31, 2007
Assets
Current
Cash	$	456,083	$	238,509
Term deposit		510,911		505,301
Accounts receivable		1,763,494		1,610,884
Income taxes recoverable		-		573,587
Inventories		2,371,141		2,405,386
Prepaid expenses		33,289		228,433
Loan receivable		500,000		-
		5,634,918		5,562,100
Property and Equipment		85,582		534,384
Investment in EPOD Solar (Wales) Ltd.(note 7)		1		-
Loan receivable, less unamortized discount of $403,035 (note 7)		1,596,965		-
	$	7,317,466	$	6,096,484
Liabilities
Current
Bank indebtedness (note 4)		1,332,823		1,159,689
Accounts payable and accrued liabilities		1,022,811		1,285,056
Current portion of long-term debt		-		61,493
Current portion of government grants payable		28,618		114,480
Current portion of obligation under capital leases		-		47,013
Loan payable, director		307,976		501,301
		2,692,228		3,169,032
Long-Term Debt		-		116,115
Convertible Notes, less unamortized discount of $194,604
(January 31,2007 - $753,656)		655,396		1,746,344
Shareholders’ Equity
Capital Stock (note 5)		313		290
Warrants Exercised, Shares Not Issued (note 6)		594,990		-
Additional Paid-In Capital (note 6)		10,364,511		6,482,923
Accumulated Other Comprehensive Loss		(798,469)		(800,719)
Accumulated Deficit		(6,191,503)		(4,617,501)
		3,969,842		1,064,993
	$	7,317,466	$	6,096,484

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ICP Solar Technologies Inc.

Consolidated Interim Statement of Shareholders’ Equity
For the Nine Month Period Ended October 31, 2007
(Unaudited)
(Expressed in U.S. Funds)

				Warrant Exercised, Shares Not Issued		Additional Paid-In Capital		Accumulated		Accumulated Deficit		Total Shareholders’ Equity
								Other
	Common Stock							Comprehen- sive
	Shares	Amounts						Loss
Balance - January 31, 2007	29,000,000	$	290	$	-	$	6,482,923	$	(800,719)	$	(4,617,501)	$	1,064,993
Common stock issued	2,269,445		23				2,399,977						2,400,000
Warrants exercised shares not issued	-		-		594,990		(144,990)		-		-		450,000
Stock options issued	-		-		-		337,662		-		-		337,662
Warrants issued	-		-		-		1,288,939		-		-		1,288,939
Foreign currency translation adjustment	-		-		-		-		2,250		-		2,250
Net loss	-		-		-		-		-		(1,574,002)		(1,574,002)
Balance - October 31, 2007	31,269,445	$	313	$	594,990	$	10,364,511	$	(798,469)	$	(6,191,503)	$	3,969,842

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ICP Solar Technologies Inc.

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

		For the three months				For the nine months
		ended October 31,				ended October 31,
		2007		2006		2007		2006
Net Sales	$	1,573,335	$	1,731,171	$	5,884,211	$	6,574,371
Cost of Sales		1,196,861		1,221,921		3,459,165		4,273,688
Gross Margin		376,474		509,250		2,425,046		2,300,683
Expenses
Selling, general and administrative		2,077,571		1,286,201		5,216,835		3,042,937
Depreciation		10,423		80,196		99,598		223,448
Research and development		8,907		4,320		9,170		22,621
Foreign exchange loss		60,020		22,772		46,996		92,174
		2,156,921		1,393,489		5,372,599		3,381,180
Operating Loss		(1,780,447)		(884,239)		(2,947,553)		(1,080,497)
Interest expense		(84,315)		(59,318)		(268,764)		(225,626)
Interest income		4,026		-		15,326		-
Discount given on loan receivable		-		-		(618,658)		-
Write-down of loan receivable		-		-		(229,128)		-
Accretion of discount on convertible notes		(464,768)		(25,988)		(559,051)		(25,988)
Accretion of discount on loan receivable		125,779		-		215,619		-
Gain on disposition of subsidiary (note 7)		-		-		2,818,207		-
		(419,278)		(85,306)		1,373,551		(251,614)
Net Loss	$	(2,199,725)	$	(969,545)	$	(1,574,002)	$	(1,332,111)
Other Comprehensive Income (Loss)
Foreign currency translation adjustment		-		(32,351)		2,250		(60,776)
Comprehensive Loss	$	(2,199,725)	$	(1,001,896)	$	(1,571,752)	$	(1,392,887)
Basic Weighted Average Number of Shares Outstanding		29,921,981		29,000,000		29,310,704		29,000,000
Basic and Diluted Loss Per Share (note 8)		(0.07)		(0.03)		(0.05)		(0.05)

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ICP Solar Technologies Inc.

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

		For the three months				For the nine months
		ended October 31,				ended October 31,
		2007		2006		2007		2006
Funds Provided (Used) -
Operating Activities
Net loss	$	(2,199,725)	$	(969,545)	$	(1,574,002)	$	(1,332,111)
Stock options issued		183,961		-		337,662		-
Warrants issued		789,738		56,715		1,288,939		56,715
Depreciation		10,423		80,196		99,598		236,586
Discount given on loan receivable		-		-		618,658
Write-down of property and equipment		-		191		4,346		54,393
Foreign exchange loss		24,252		22,772		11,228		92,174
Disposition of subsidiary		-		-		(2,818,207)		-
Write-down of loan receivable				-		229,128
Accretion of discount on convertible notes		464,768		25,988		559,051		25,988
Accretion of discount on loan receivable		(125,779)		-		(215,619)
		(852,362)		(783,683)		(1,459,218)		(866,255)
Changes in non-cash operating elements
of working capital		665,675		(119,627)		876,350	(1,379,676)
		(186,687)		(903,310)		(582,868)	(2,245,931)
Financing Activities
Bank indebtedness		190,138		(1,181,884)		173,134	(1,260,730)
Long-term debt		-		-		(187,954)		-
Loan payable, director		-		(324,048)		(269,060)		(288,721)
Loan payable		-		3,464,524		-	4,964,524
Obligation under capital lease		-		168,613		(49,752)		144,286
Government grants payable		-		16,249		(96,887)		16,249
Transaction costs		-		(271,466)		-		(271,466)
Common stock issued		-		-		550,000		-
Warrants exercised,shares not issued		450,000		-		450,000		-
		640,138		1,871,988		569,481	3,304,142
Investing Activities
Acquisition of net assets less cash acquired		-		67,285		-		67,285
Additions to property and equipment		-		(3,120)		(17,737)		(4,887)
Proceeds from sale of property and equipment		-		42,080		-		42,080
Loan receivable		-		-		150,000		-
Proceeds from disposition of subsidiary		-		-		1		-
Term deposit		(5,671)		-		(5,610)
		(5,671)		106,245		126,654		104,478
Effect of Foreign Exchange on Cash Balances		-		(88,324)	$	104,307		(176,090)
Increase in Cash		447,780		986,599		217,574		986,599
Cash
Beginning of Period		8,303		-		238,509		-
End of Period	$	456,083	$	986,599	$	456,083	$	986,599

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements
October 31, 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 and nine months ended October 31, 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 years ended January 31, 2007 and 2006.

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 $6,191,503 as at October 31, 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. In addition, the Company was not in compliance with certain bank covenants (note 4). 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.

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements
October 31, 2007
(Unaudited)
(Expressed in U.S. Funds)

3.     Summary of Significant Accounting Policies

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, United States, Asia and Australia.

Investments

The Company records its investments in which it does not exercise significant influence using the cost method.

Change in Functional Currency

It is management’s view that the United States dollar best portrays the economic results of the worldwide operations and thereby best achieves the objectives of foreign currency translation. As a result, effective May 9, 2007 the functional currency was changed from the Canadian dollar to the United States dollar to reflect the increased exposure to the US dollar as a result of the sale of 85% of the Company’s share in its UK subsidiary. The method used to translate the results and financial position for items and transactions denominated in non-US currencies are as follows:

Monetary items – at exchange rates in effect at the balance sheet date;

Non-monetary items – at exchange rates in effect on the dates of the transactions;

Revenue and expenses – at average exchange rates prevailing during the period, except for inventories and amortization which are translated at rates prevailing when the related assets were acquired.

Gains and losses arising from foreign currency translation are included in income.

The Company applied the functional currency change on a prospective basis as of May 9, 2007. This change in functional currency did not have a material effect on the accounts of the Company for the three months and nine months ended October 31, 2007.

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements
October 31, 2007
(Unaudited)
(Expressed in U.S. Funds)

4.     Bank Indebtedness

The terms of the banking agreement require the Company to comply with certain financial covenants. At October 31, 2007, the Company was not in compliance with the debt to equity ratio and could be required to repay on demand all amounts due under the agreement. The Company has not received any default notice and is seeking to obtain the necessary waivers or changes to the agreement. As security for this credit facility the Company has pledged substantially all of its assets.

5.     Capital Stock

	October 31, 2007	January 31, 2007
100,000,000 shares authorized, $0.00001 par value
Issued -
31,269,445 (January 31, 2007 – 29,000,000) Class “A” shares	$ 313	$ 290

During the three months ended October 31, 2007, convertible notes in the amount of $1,650,000 were converted into 1,650,000 common shares.

On September 7, 2007, the Company issued 550,000 common shares from treasury as a result of the exercise of 550,000 warrants on July 26, 2007.

On September 19, 2007, the Company issued 69,445 common shares from treasury as payment of the interest as per the terms of the convertible notes.

6.     Additional Paid-In Capital

Stock Options

On May 18, 2007, for the first time, the Company granted a total of 1,832,500 options to certain of its employees and directors to purchase common shares. The stock options are exercisable at a range of $2.25 to $2.35 per share and have a vesting period of 24 months with 25% of the options granted becoming exercisable every six months commencing from the date of grant. The options granted expire May 18, 2017.

As a result of the grant, the Company recorded a compensation expense of $183,961 in the three-month period ended October 31, 2007. Expenses amounting to $1,134,425 are to be recorded in subsequent periods.

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements
October 31, 2007
(Unaudited)
(Expressed in U.S. Funds)

6.     Additional Paid-In Capital (Cont’d)

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

Expected volatility	85%
Expected life	5.75 years
Risk-free interest rate	5%
Dividend yield	Nil
Weighted average fair value of options at grant date	$ 1.82

Transactions related to outstanding stock options are detailed as follows:

		Weighted Average	Weighted Average
		Exercise Price Per	Remaining
	Number	Share	Contractual Life
Granted	1,832,500	2.25	10 years
Expired	-	-
Exercised	-	-
Forfeited	(382,500)	2.25	10 years
Balance – as at October 31, 2007	1,450,000	2.25	10 years
Options, exercisable, at end of period	-	-

Warrants

a)     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. These warrants may be exercised in whole or in part at any time after October 3, 2007 and expire on May 18, 2012. As a result, the Company recorded an expense of $63,898 during the three month period ending October 31, 2007.

On May 18, 2007, the Company also 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. These warrants may be exercised in whole or in part, at any time after October 3, 2007 and expire on May 18, 2012. As a result, the Company recorded an expense of $335,464 during the three month period ending October 31, 2007.

The stock purchase warrants were accounted for at their fair value of $898,563. An expense of $499,201 was recorded during the quarter ended July 31, 2007 and the balance, amounting to $399,362, was recorded as an expense in the third quarter ending October 31, 2007.

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements
October 31, 2007
(Unaudited)
(Expressed in U.S. Funds)

6.     Additional Paid-In Capital (Cont’d)

The fair value of the warrants issued was determined by the Black-Scholes-Merton valuation model, using the following assumptions:

Expected volatility	85%
Expected life	3 years
Risk-free interest rate	5%
Dividend yield	Nil

b)     On August 21, 2007, the Company granted, as guarantee for a consulting fee payable, a total of 250,000 stock purchase warrants exercisable into common shares at $1.80 per share at the date of grant. The warrants expire on August 21, 2009. As a result of the grant, the Company recorded a consulting fee of $34,855 in the three month period ending October 31, 2007.

The fair value of the warrants issued was determined by the Black-Scholes-Merton valuation model, using the following assumptions multiplied by the Company’s estimate of the likelihood of the guarantee being exercised:

Expected volatility	83%
Contractual life	2 years
Risk-free interest rate	4.40%
Dividend yield	Nil

c)     On August 21, 2007, the Company had granted, as consulting fees, a total of 255,000 options to purchase common shares. The stock options would have been exercisable into common shares at $1.80 per share at the date of grant with an expiry date of August 21, 2009.

On October 25, 2007, in lieu of these options, the Company issued a total of 200,000 warrants to purchase common shares. The warrants are exercisable in to common shares at $1.00 per share at the date of grant and expire October 25, 2009.

Had the Company not cancelled the options, the Company would have recorded a consulting fee expense of $355,521 in the three month period ending October 31, 2007.

As a result of the grant of warrants, the Company recorded a consulting fee expense of $355,521 in the three month period ending October 31, 2007.

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements
October 31, 2007
(Unaudited)
(Expressed in U.S. Funds)

6.     Additional Paid-In Capital (Cont’d)

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

Expected volatility	80%
Contractual life	2 years
Risk-free interest rate	4.86%
Dividend yield	Nil
Weighted average fair value of warrants at grant date	$ 1.75

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

	Number of	Weighted Average
	Warrants	Exercise Price
Outstanding, as at January 31, 2007	5,150,000	$ 1.00
Transactions during the period:
Issued	1,075,000	$ 1.91
Exercised	(1,000,000)	$ 1.00
Expired	(150,000)	$ 1.00
Outstanding, end of period	5,075,000	$ 1.19

The following table provides additional information with respect to outstanding warrants at October 31, 2007:

		Number of	Exercise
Grant Date	Expiry Date	Warrants	Price
May 15, 2006	November 2007	1,000,000	$ 1.00
July 11, 2006	January 2008	3,000,000	$ 1.00
May 18, 2007	May 2012	625,000	$ 2.25
August 21, 2007	August 2009	250,000	$ 1.80
October 25, 2007	October 2009	200,00	$ 1.00
		5,075,000

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements
October 31, 2007
(Unaudited)
(Expressed in U.S. Funds)

6.     Additional Paid-In Capital (Cont’d)

On July 26, 2007, the Company received $550,000 for the exercise of 550,000 warrants granted on May 15, 2006. These shares were issued from treasury on September 7, 2007.

On October 31, 2007 the Company received $450,000 for the exercise of 450,000 warrants granted on May 15, 2006. These shares were subsequently issued on November 7, 2007.

7.     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 acquired 85% of the Company’s shares of ICP UK (name changed to Epod Solar (Wales) Ltd. on June 26, 2007) for an aggregate amount of $3,000,000. On May 10, 2007, the Company and ISE signed an Amendment to the Agreement (“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) $150,000 received upon signing of the Agreement and $350,000 received in kind in the form of solar panels;

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

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 $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 a price per solar panel (Panel Price) commencing at $24.60 and decreasing 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. These terms are deemed to be at fair market value and accordingly have not been valued as selling price consideration.

The sale of the shares resulted in a gain of $2,818,207 calculated as follows:

Proceeds of disposal	$	1
Current assets		(589,874)
Property and equipment		(399,081)
Current liabilities		468,595
Long-term liabilities		3,338,566
Gain on disposition of subsidiary	$	2,818,207

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements
October 31, 2007
(Unaudited)
(Expressed in U.S. Funds)

8.     Basic and Diluted Loss Per Share

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

9.     Segmented Information

The distribution of the revenue of the Company by geographic location is approximately as follows:

	For the Three-Month	For the Nine-Month Period
	Period Ended October 31,	Ended October 31, 2007
	2007
North America	$ 1,054,134	$ 3,773,997
Europe	330,400	1,540,670
Asia	62,933	314,697
Africa	125,868	254,847
	$ 1,573,335	$ 5,884,211
	For the Three-Month	For the Nine-Month Period
	Period Ended October 31,	Ended October 31, 2006
	2006
North America	$ 1,056,015	$ 3,944,123
Europe	308,148	1,512,105
Asia	240,633	828,371
Africa	126,375	289,272
	$ 1,731,171	$ 6,574,371

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements
October 31, 2007
(Unaudited)
(Expressed in U.S. Funds)

9.     Segmented Information (Cont’d)

The distribution of the property and equipment by geographic location is approximately as follows:

	October 31, 2007	January 31, 2007
North America	$ 85,582	$ 105,552
Europe	-	428,832
	$ 85,582	$ 534,384

10.  Comparative Figures

Certain reclassifications of accounts for the three month period ended October 31, 2006 and the nine month period ended October 31, 2006 have been made to facilitate comparison with the current periods.

11.  Potential Acquisition of WES Power Technology Inc.

On August 27, 2007 the Company announced that it had executed a Share Purchase Agreement (The “Agreement”), subject to due diligence and regulatory approval, with the majority shareholders of Wes Power Technology Inc. (“WES”) (“WES Shareholders”), pursuant to which the Company has indicated its intention to purchase from the WES Shareholders all of the issued and outstanding shares of WES, located in St. John’s, Newfoundland. WES is a designer and manufacturer of power management systems for renewable energy sources.

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

(a)    An amount of $1.00 shall be paid by the Company to WES;

(b)    On the closing date, the Company will issue WES shareholders 250,000 warrants to purchase common shares of the Company on a one for one basis. The Warrants will have a maturity date of five (5) years from date of issuance and an exercise price equal to the closing share price of the Company on the last trading day prior to the date of issuance. The warrants shall be convertible within five (5) years from date of issuance following registration with the SEC. The related restricted shares shall become available for sale at the earliest on October 31, 2007; and

(c)    Execution of employment agreements by the Company or one of its subsidiaries with each of the WES shareholders, to the satisfaction of all parties.

To date, the acquisition has not yet been concluded.

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ICP Solar Technologies Inc.

Notes to Consolidated Interim Financial Statements
October 31, 2007
(Unaudited)
(Expressed in U.S. Funds)

12 .  Subsequent Event

Exercise of Warrants

On November 7, 2007, the Company received $1,000,000 for the exercise of 1,000,000 warrants into 1,000,000 common shares. The Company issued the shares on November 9, 2007.

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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 and nine month periods ended October 31, 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.

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

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, United States, Asia and Australia.

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Changes in Accounting Principles

Share-Based Payments

The Company has accounted for share based payments in accordance with the provisions of FAS 123R “Share based payments (Revised)” and accordingly has recognized in its financial statements share based payments at their fair value. In addition, the Company has recognized in the financial statements an expense based on the grant date fair value of stock options granted to employees. The expense is to be recognized on a straight line basis over the vesting period and the offsetting credit recorded in additional paid in capital. Upon exercise of options, the consideration paid together with the amount previously recorded as additional paid in capital will be recognized as capital stock. When options are forfeited because the service requirements are not met, any expense previously recorded will be reversed in the period of forfeiture. The Company uses the Black- Scholes-Merton option pricing model to determine the fair value of the options.

Change in Functional Currency

It is management’s view that the United States dollar best portrays the economic results of the worldwide operations and thereby best achieves the objectives of foreign currency translation. As a result, effective May 9, 2007 the functional currency was changed from the Canadian dollar to the United States dollar to reflect the increased exposure to the US dollar as a result of the sale of 85% of the Company’s share in its UK subsidiary. The method used to translate the results and financial position for items and transactions denominated in non-US currencies are as follows:

Monetary items – at exchange rates in effect at the balance sheet date;

Non-monetary items – at exchange rates in effect on the dates of the transactions;

Revenue and expenses – at average exchange rates prevailing during the period, except for inventories and amortization which are translated at rates prevailing when the related assets were acquired.

Gains and losses arising from foreign currency translation are included in income.

The Company applied the functional currency change on a prospective basis as of May 9, 2007. This change in functional currency did not have a material effect on the accounts of the Company for the three months and nine months ended October 31, 2007. No accounting changes were adopted during fiscal 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.

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.

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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 Sunsei ^TM , 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.

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.

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

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 $6,191,503 as at October 31, 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 unable to realize the carrying value of its assets and to meet its liabilities as they become due.

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 acquired 85% of all of the Company’s shares of ICP UK (name changed to EPOD Solar (Wales) Ltd. on June 26, 2007) 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 $150,000 received upon signing of the Agreement and $350,000 received in kind in the form of solar panels;

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.

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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.

The sale resulted in a gain of $2,818,207 from the disposition of the net assets of the UK factory as follows:

Proceeds of Disposal		1
Current assets	$	(589,874)
Property & Equipment		(399,081)
Current liabilities		468,595
Long-term liabilities		3,338,566
Gain on Disposition of Subsidiary	$	2,818,207

Acquisition of WES Power Technology Inc.

On August 27, 2007 the Company announced that it had executed a Share Purchase Agreement, subject to due diligence and regulatory approval, with Gerry Heffernan, Michael Snow, and Philip Crowley, majority shareholders of Wes Power Technology Inc. (“WES”) (“WES Shareholders”), pursuant to which the Company has indicated its intention to purchase from the WES Shareholders all of the issued and outstanding shares of WES, located in St. John’s, Newfoundland. Wes Power Technology Inc. is a designer and manufacturer of power management systems for renewable energy sources.

On August 27, 2007, the Company and the WES Shareholders signed a share purchase agreement (the “Agreement”). Under the terms of the Agreement, the Company shall acquire 100% of all of the shares of WES for the following consideration

(a)    An amount of $1.00 shall be paid by the Company to WES;

(b)    Issuance to WES Shareholders, on the Closing Date, by the Company of 250,000 warrants to purchase common shares of the Company. The Warrants will have a maturity date of five (5) years from date of issuance and an exercise price equal to the closing share price of the Company on the last trading day prior to the date of issuance. The warrants shall be convertible within five (5) years from date of issuance following registration with the SEC. The related restricted shares shall become available for sale at the earliest on October 31, 2007;

(c)    Execution of employment agreements by the Company or one of its subsidiaries with each of the WES Shareholders, to the satisfaction of all parties.

As of the date of this report, the acquisition has not yet been concluded.

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Selected Consolidated Quarterly Information
(in thousands of $, except per-share amounts) (unaudited)

	Period Ended October 31,
	Three Months						Nine Months
		2007		2006		2007		2006
Revenues		1,573		1,731		5,884		6,574
Gross margin		376		509		2,425		2,301
Expenses		2,078		1,393		5,217		3,381
Operating Earnings (Loss)	(1,780)			(884)		(2,948)		(1,080)
Net earnings (Loss)	(2,200)			(970)		(1,574)		(1,332)
Earnings (loss) per Class A share-basic and diluted		(.07)		(.03)		(.05)		(.05)
Weighted average number of
Class A shares outstanding –basic (in thousands)	29,921,981		29,000,000		29,310,704		29,000,000
Cash dividends paid on Class A shares	-		-		-		-

Balance Sheet Data

	October 31,	January 31,
	2007	2007
Total assets	7,317	6,096
Shareholders’ equity	3,970	1,065
Total interest-bearing debt (1) –	2,296	3,631
Cash and short-term investments	967	744

(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.

Seasonality

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

Operating Results for the Three Month Period Ended October 31, 2007

Net Sales

During the second quarter ended October 31, 2007, ICP’s consolidated net sales posted a decrease of 9% or $158 thousand to $1.57 million, down from $1.73 million for the three month period ended October 31, 2006. The reduction in sales in the third quarter of 2007 is due to several factors. Firstly, stronger demand during the third quarter of fiscal 2006 was due to, and made up for, the shortage of supply experienced by our customers in the first quarter of 2006. Secondly, during part of the third quarter of 2007 we experienced some downtime as we reorganized and increased the size of our North American sales division as part of our continuing plan to expand the depth of our OEM and consumer markets. Lastly we undertook this initiative during the summer months, a traditionally slow period, particularly in Europe, where our customer base has expanded this year to date compared to last year.

By geographic location, sales in North America accounted for approximately 67% of total sales, Europe 21%, Asia 4%, and Africa 8%.

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Gross Margin

The gross margin decreased by 26% or $133 thousand to $376 thousand for the quarter. The gross profit margin as a percentage of sales worked out to 24%, compared to 29.4% the previous year. This decrease reflects an increase in sales of lower margin OEM products and certain sales incentives allowed during the third quarter.

Operating expenses

Selling and general and administrative expenses increased to $2.1 million from $1.29 million a year earlier. During the second quarter, for the first time, the company granted stock options and warrants to employees, directors and certain consultants as described in further detail in Note 7, Additional Paid-In Capital in the accompanying Financial Statements. A total of 1,832,500 stock options and 625,000 warrants were issued in the second quarter and during the third quarter, an additional 200,000 warrants were issued. The compensation expenses related to these issues recognized in the third quarter amounted to $790 thousand. Excluding the effects of the compensation expense, selling, general and administrative expenses remained relatively stable except for the effects of a reduction of approximately $400 thousand in savings related to the sale of the UK factory in May, 2007 offset partially by increased professional fees related to compliance, disclosure and governance as a public company of $280 thousand. Research and development expenses were $9 thousand in the third quarter compared to $4 thousand in the corresponding period a year earlier as the Company continued to concentrate its efforts on commercializing the results of prior R&D efforts.

Including depreciation of $10 thousand and the loss on foreign exchange of $60 thousand, operating losses amounted to $1.8 million compared to losses of $884 thousand for the three month period ended October 31, 2006.

Revenue of $126 thousand representing the accretion of the discount on the loan receivable related to the sale of the UK factory in May 2007, was recorded in the third quarter. After giving effect to this item and net interest expense of $80 thousand as well as the accretion expense of discount on convertible notes of $465 thousand, the net loss for the three month period ended October 31, 2007 amounted to $2.2 million compared to a net loss of $970 thousand for the corresponding period a year earlier.

The loss per Class A share - basic and diluted amounted to $0.07 on a weighted average of 29,921,981 outstanding shares, compared with a loss per share (basic and diluted) of $0.03 on 29,000,000 shares the previous year.

Principal Cash Flows for the Three Month Period Ended October 31, 2007

Operating activities before net change in non-cash working capital items used cash flows of $852 thousand during the period compared to $784 thousand a year earlier. Net change in non-cash working capital items related to operations generated cash flows of $665 thousand for the three months ended October 31, 2007 compared to a use of cash of $120 thousand for the third quarter ended October 31, 2006. After net changes in non-cash working capital balances, operating activities used cash flows of $187 thousand, compared with a use of cash of $903 thousand for the corresponding period the previous year.

Financing activities generated cash flows of $640 thousand, primarily as a result of an increase of bank indebtedness of $190 thousand and receipt of $450 thousand from the exercise of warrants. For the period ended October 31, 2006, financing activities provided cash flows of $1.87 million primarily as a result loans contracted in the amount of $3.5 million and capital lease obligations of $169 thousand, offset by repayments of bank indebtedness of $1.2 million, repayment of director loan of $324 thousand and transaction costs incurred for the reverse takeover in September 2006 of $271 thousand.

Investing activities used cash flows of $6 thousand principally from a term deposit investment. For the period ended October 31, 2006, investing activities provided cash flows of $106 thousand reflecting net assets acquired of $67 thousand and net disposition of property and equipment for $ 39 thousand.

The aggregate cash inflows and outflows for the three month period ended October 31, 2007 provided net cash flows of $448 thousand compared to $987 thousand for the same period last year. ICP ended the period with cash of $456 thousand compared to $987 thousand as at October 31, 2006.

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Operating Results for the Nine Months Ended October 31, 2007

Net Sales

During the nine months ended October 31, 2007, ICP’s consolidated net sales posted a decrease of 10.5% or $690 thousand to $5.88 million, down from $6.57 million for the nine month period ended October 31, 2006. The reduction in sales reflects principally events of the second and part of the third quarter of 2007. Strong demand during the second and third quarters of fiscal 2006 was due to, and made up for, the shortage of supply experienced by our customers in the first quarter of 2006. Secondly, during part of the second and third quarters of 2007 we experienced some downtime as we reorganized and increased the size of our North American sales division as part of our continuing plan to expand the depth of our OEM and consumer markets. Lastly we undertook this initiative during the summer months, a traditionally slow period, particularly in Europe, where our customer base has expanded this year to date compared to last year.

By geographic location for the nine months ended October 31, 2007, sales in North America accounted for approximately 64% of total sales, Europe 26%, Asia 6% and Africa 4%.

Gross Margin

The gross margin increased by 5% or $125 thousand to $2.4 million during the first nine months of fiscal 2007. The gross profit margin as a percentage of sales worked out to 41.2%, compared to 35% for the nine months of the previous year. This significant increase reflects initiatives implemented since the beginning of the fiscal year to tighten controls, streamline operational procedures and reduce operational costs.

Operating expenses

Selling and general and administrative expenses increased by approximately 71% to $5.2 million from $3.04 million for the first nine months a year earlier. During the second quarter ending July 31, 2007, for the first time, the company granted stock options and warrants to employees, directors and certain consultants as described in further detail in Note 7, Additional Paid-In Capital in the accompanying Financial Statements. A total of 1,832,500 stock options and 625,000 warrants were issued. During the third quarter ended October 31, 2007, an additional 200,000 warrants were issued. The compensation expenses related to these issues recognized in the second and third quarters amounted to $1.62 million and accounts for the approximately 75% of the increase during the nine months ended October 31, 2007 in selling, general, and administrative expenses. The greater part of the balance of the increase, amounting to $548 thousand, represents increased professional fees of $550 thousand related to compliance, disclosure and governance as a public company. Increased sales initiatives including investment in new key personnel amounted to $450 thousand offset by a decrease of approximately $600 thousand in expenses relating to the UK factory which was sold in May 2007. Research and development expenses amounted to $9 thousand in the first nine months compared to $23 thousand for the corresponding period a year earlier as the Company continued to concentrate its efforts on commercializing the results of prior R&D efforts.

Including depreciation of $100 thousand and the loss on foreign exchange of $47 thousand, operating losses amounted to $2.95 million compared to losses of $1.1 million for the nine month period ended October 31, 2006.

As mentioned previously, at the beginning of the quarter ended July 31, 2007, ICP sold 85% of its factory located in the UK as further described in note 8, Sale of 85% of shares of ICP UK, in the accompanying Financial Statements. The sale resulted in a net gain of $2.82 million and was recorded in the period. Terms of the sale also called 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 and is reflected in the nine month period ended October 31, 2007. An amount of $619 thousand has been recorded in the second quarter as a discount on the loan receivable. Revenue of $216 thousand representing the accretion of the discount for the period ended October 31, 2007 is also reflected. After giving effect to these items and net interest expense of $253 thousand as well as the accretion of discount on convertible notes of $559 thousand, the net loss for the nine month period ended October 31, 2007 amounted to $1.57 million compared to a net loss of $1.3 million for the corresponding period a year earlier.

The loss per Class A share - basic and diluted amounted to $0.05 on a weighted average of 29,310,704 outstanding shares compared with a loss per share (basic and diluted) of $0.02 on 29,000,000 shares the previous year.

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Principal Cash Flows for the Nine Month Period Ended October 31, 2007

Operating activities before net change in non-cash working capital items used cash flows of $1.46 million during the period compared to $866 thousand a year earlier. Net change in non-cash working capital items related to operations generated cash flows of $876 thousand for the nine months ended October 31, 2007 compared to a use of cash of $1.38 million for the first nine months ended October 31, 2006. After net changes in non-cash working capital balances, operating activities used net cash flows of $583 thousand, compared with a use of cash of $2.2 million for the corresponding period the previous year.

Financing activities for the nine months ended October 31, 2007 generated cash flows of $569 thousand, primarily as a result of increased bank indebtedness of $173 thousand, repayment of long-term debt of $188 thousand, repayment of director’s loan of $269 thousand, repayment of government grants of $97 thousand, repayments of obligations under capital lease of $50 thousand and receipt of $1.0 million from the exercise of warrants. For the nine months ended October 31, 2006, financing activities from continuing operations provided cash flows of $3.3 million primarily as a result loans contracted in the amount of $5.0 million and capital lease obligations of $144 thousand, offset by repayment of bank indebtedness of $1.3 million, repayment of director loan of $289 thousand and transaction costs incurred for the reverse takeover in September 2006 of $271 thousand.

Investing activities generated cash flows of $126 thousand principally from the receipt of $150 thousand, representing a portion of the first installment of $500 thousand on the loan related to the disposition of the UK factory (the balance amounting to $350 thousand was received in inventory), purchases of fixed assets of $18 thousand and an increase in term deposit of $6 thousand.

After also adding the $104 thousand exchange loss on cash denominated in foreign currency, the aggregate cash inflows and outflows for the nine month period ended October 31, 2007 generated net cash flows of $218 thousand compared to $987 thousand for the same period last year. ICP ended the period with cash of $456 thousand, compared to $238 thousand as at January 31, 2007.

Financial Position as at October 31, 2007

Total assets amounted to $7.3 million as at October 31, 2007, compared to $6.1 million as at January 31, 2007. Reflected in this increase are items related to the sale of the factory in the UK, notably, an increase of $2.1 million in loans receivable (net of the unamortized portion of the discount on the loan of $403 thousand) and a decrease of $448 thousand in property and equipment. The balance of this $1.5 million increase is explained by the increase in cash of $218 thousand and decrease in income taxes recoverable of $574 thousand and an increase of $153 thousand in trade receivables and a decrease of $34 thousand in inventories.

Working capital totaled $2.9 million as at October 31, 2007 for a current ratio of 2.1:1 compared with working capital of $2.4 million as at January 31, 2007 for a current ratio of 1.76:1.

The liability component of the convertible notes amounted to $655 thousand as at October 31, 2007, this 1.1 million decrease from January 31, 2007, reflects the conversion during the third quarter notes in the amount of $1.65 million at face value. Interest-bearing debt (consisting of long-term debt and its current portion, convertible notes, bank indebtedness, and obligations under capital lease) totaled approximately $2.3 million as at October 31, 2007.

In accordance with its banking agreement, the Company is required to comply with a tangible net worth test evaluated on a monthly basis. As at October 31, 2007, the Company was in compliance with this covenant. The Company is also required to maintain a ratio of total liabilities to tangible net worth evaluated at the end of each fiscal year. As at January 31, 2007, this ratio was not achieved. As a result, the Company could be required to repay on demand all bank indebtedness amounts due ($1.3 million as of October 31, 2007) under this agreement. The Company has not received any default notice from its lenders thus far.

Shareholders’ equity amounted to $3.97 million, compared to $1.06 million as at January 31, 2007. The increase is attributable to the net loss for the period of $1.57 million, the exercise of warrants for $450 thousand, the issuance of shares for 2.4 million, the increase in paid-in capital of $1.63 million related to issuance of stock options and warrants.

Subsequent Events

Warrants

On November 7, 2007, the Company received $1,000,000 for the exercise of 1,000,000 warrants into 1,000,000 common shares. The Company issued the shares on November 9, 2007.

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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.

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PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ICP had been named defendant in a legal action by a former employee for an approximate amount of $263,000. On June 15, 2007 this claim has been resolved for an amount of CAD $25,000.

ICP was audited by governmental authorities for corporate tax return previously filed for fiscal year 2003 and 2004. The total reassessment for the Canadian subsidiary amounts to $20,138. The Canadian subsidiary has sufficient tax losses carry-forwards to offset the amounts payable. The liability relating to interest and penalties from these reassessments amounted to $16,281 and have been accrued during the period.

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 nine months ended October 31, 2007, to a vote of security holders, through the solicitation of proxies or otherwise.

ITEM 5. OTHER INFORMATION

This Item is not applicable.

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ITEM 6. EXHIBITS

Exhibit	Description of Exhibits
Number
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.
10.14	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)
10.25	Share Purchase Agreement, dated August 27, 2007, between ICP Solar Technologies Inc. and WES Power Technologies Inc.(13)
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Accounting 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)

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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 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.
(13)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on August 28, 2007

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