SB-2

As filed with the Securities and Exchange Commission on December 18, 2007

Registration No. 333-_____

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

____________________________

FORM SB-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_____________________________

NP Capital Corp.

(Name of small business issuer in its charter)

                                                                                          Delaware                                                      3674                                                      20-5241121

                                                                           (State or other Jurisdiction                      (Primary Standard Industrial                          (I.R.S. Employer

                                                                                of Incorporation or                               Classification Code Number)                         Identification No.)

                                                                                      Organization)

NP Capital Corp

818 A1A North

Suite 201

Ponte Vedra Beach, Florida 32082

(904) 280-2669

 (Address and telephone number of principal executive offices and principal place of business)

Bradley C. Holt, Chief Executive Officer

NP Capital Corp

818 A1A North

Suite 201

Ponte Vedra Beach, Florida 32082

(904) 280-2669

(Name, address and telephone number of agent for service)

Copies to:

Gregory Sichenzia, Esq.

Stephen M. Fleming, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32^nd Flr.

New York, New York 10006

(212) 930-9700

(212) 930-9725 (fax)

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:

From time to time after this Registration Statement becomes effective.

If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [  ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. _________

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. _________

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. _________

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Number of Shares to be registered	Proposed maximum offering price per share(1) (2)	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, $0.001 par value	1,640,256	$0.70	$1,148,179.20	$35.25
Common Stock, $0.001 par value, underlying common stock purchase warrants	1,640,256	$0.70	$1,148,179.20	$35.25
Total Registration Fee				$70.50

(1)   Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(e) under the Securities Act of 1933.

(2)   Calculated in accordance with Rule 457(g)(1).

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this Prospectus is not complete and may be changed.  The selling stockholders may not sell these securities until the registration statement is filed with the Securities and Exchange Commission and becomes effective.  This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED DECEMBER 18, 2007

NP Capital Corp.

3,280,512 Shares of

Common Stock

This prospectus relates to the sale of up to 3,280,512 shares of our common stock which includes 1,640,256 shares of common stock and up to 1,640,256 shares of common stock issuable upon exercise of common stock purchase warrants.  This is the initial registration of shares of our common stock.  The selling stockholders will sell the shares from time to time at a fixed price of $0.70 per share.   The common stock purchase warrants are exercisable for a term of 2 years at a price of $0.70 per share.

Our common stock is not traded on any national securities exchange and is not quoted on any over-the-counter market.  If our shares become quoted on the Over-The-Counter Bulletin Board, sales will be made at prevailing market prices or privately negotiated prices.  We cannot provide any assurance that our common stock will ever be traded on the OTC Bulletin Board or on any stock exchange.

We will not receive any proceeds from the sale of the common stock.  However, if the warrants are exercised, we may receive up to $1,143,060 in proceeds. We have paid the expenses of preparing this prospectus and the related registration expenses.

Investing in these securities involves significant risks.   See "Risk Factors" beginning on page 7.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is ________, 2007.

Table of Contents

	Page
Prospectus Summary	3
Risk Factors	4
Use of Proceeds	18
Market for Common Equity and Related Stockholder Matters	18
Management’s Discussion and Analysis or Plan of Operation	19
Business	24
Employees	27
Legal Proceedings	27
Management	28
Executive Compensation	30
Certain Relationships and Related Transactions	30
Security Ownership of Certain Beneficial Owners and Management	31
Description of Securities to be Registered	32
Indemnification for Securities Act Liabilities	32
Plan of Distribution	32
Selling Stockholders	34
Legal Matters	35
Experts	35
Available Information	35
Index to Financial Statements	36
Signatures	36
	II-3

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You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. This prospectus may be used only where it is legal to sell these securities. The information in this prospectus may only be accurate on the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of securities.

PROSPECTUS SUMMARY

The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the "risk factors" section, the financial statements and the notes to the financial statements.  As used throughout this prospectus, the terms “NP Capital” the “Company,” “we,” “us,” and “our” refer to NP Capital Corp.

NP CAPITAL CORP.

We are currently focused on the development and commercialization of a targeted portfolio of solar products and technologies for a wide range of applications including electrical power production. To date, we have generated no revenues from operations.  We intend to enter into supply agreement(s) with manufacturers of solar electric power products and technologies which directly convert sunlight into electricity. We are seeking solar cells that have the highest conversion efficiency, a measurement of the amount of sunlight converted by the solar cell into electricity, available for the mass market.

We will then offer the solar power products including solar cells, solar panels and inverters which convert sunlight to electricity compatible with the utility network.  We intend to focus our sales in regions where government incentives have accelerated solar power adoption.  In addition, we intend to develop and maintain solar parks.

There is currently no public market for our common stock.  We are currently in discussions with various market makers in order to arrange for an application to be made with respect to our common stock, to be approved for quotation on the Over-The-Counter Bulletin Board upon the effectiveness of this prospectus.  There is no guarantee that we will be listed on the Over-The-Counter Bulletin Board.

Our executive offices are located at 818 A1A North, Suite 201, Ponte Vedra Beach, Florida  32082, and our telephone number is: (904) 273-2669. We are a Delaware corporation.

Common stock outstanding before the offering	Prior to this Offering, we have 10,490,256shares of Common Stock outstanding.
Securities offered by the Selling Shareholders	Up to 3,280,512 shares of common stock, including 1,640,256 shares of common stock and up to 1,640,256 shares of common stock issuable upon the exercise of common stock purchase warrants at a per share exercise price of $0.70. This number represents 27.0% of our current outstanding stock assuming the exercise of all common stock purchase warrants.
Common stock to be outstanding after the offering	Up to 12,130,512 shares.
Use of proceeds	We will not receive any proceeds from the sale of the common stock.  However, we may receive up to $1,148,179 in cash if the common stock purchase warrants being registered pursuant to this prospectus are exercised for cash of which there is no guarantee.

The above information regarding common stock to be outstanding after the offering is based on 10,490,256 shares of common stock outstanding as of December 7, 2007 and assumes the subsequent issuance of 1,640,256 shares of common stock upon the exercise of common stock purchase warrants resulting in 12,130,512 shares of common stock outstanding.

Description of Private Placements being Registered

In July 2007, we completed a private placement for 981,715 shares of common stock of the Company at a price of $0.35 per share for an aggregate sum of $343,600.

In October 2007, we completed a private placement for up to 648,227 shares of common stock of the Company at a price of $0.35 per share for an aggregate sum of $226,889.

We also issued 10,314 shares for services at a value of $0.35 for a sum of $3,610.

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RISK FACTORS

This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment.

We have a limited operating history, there is no certainty that we will ever generate revenue and achieve profitability.

We currently have no significant business operations and have incurred operating losses since our inception totaling $1,439,889. We have incurred significant losses from operations. As shown in our financial statements, as of the periods ended July 31, 2007 and October 31, 2007, we have incurred a cumulative net loss of $242,405 and $1,191,519, respectively from operations. We expect to incur significant increasing operating losses for the foreseeable future, primarily due to the expansion of our operations. The negative cash flow from operations is expected to continue and to accelerate in the foreseeable future. Our ability to achieve profitability depends upon our ability to discover, develop or acquire products, and enter into agreements for product development, manufacturing and commercialization. There can be no assurance that we will ever achieve any revenues or profitable operations from the sale of our proposed products.

We may be unable to manage our growth or implement our expansion strategy.

We may not be able to expand our product and service offerings, our client base and markets, or implement the other features of our business strategy at the rate or to the extent presently planned. Our projected growth will place a significant strain on our administrative, operational and financial resources. If we are unable to successfully manage our future growth, establish and continue to upgrade our operating and financial control systems, recruit and hire necessary personnel or effectively manage unexpected expansion difficulties, our financial condition and results of operations could be materially and adversely affected.

Additional financing may be necessary for the implementation of out growth strategy.

We may require additional debt and/or equity financing to pursue our growth strategy. Given our limited operating history and existing losses, there can be no assurance that we will be successful in obtaining additional financing. Lack of additional funding could force us to curtail substantially our growth plans. Furthermore, the issuance by us of any additional securities pursuant to any future fundraising activities undertaken by us would dilute the ownership of existing shareholders and may reduce the price of our common stock.

Furthermore, debt financing, if available, will require payment of interest and may involve restrictive covenants that could impose limitations on our operating flexibility. Our failure to successfully obtain additional future funding may jeopardize our ability to continue our business and operations.

Our success is heavily dependent on the continued active participation of our current executive officers listed under “Management.” Loss of the services of our officers could have a material adverse effect upon our business, financial condition or results of operations. Further, our success and achievement of our growth plans depend on our ability to recruit, hire, train and retain other highly qualified technical and managerial personnel. Competition for qualified employees among companies in the technology industry is intense, and the loss of any of such persons, or an inability to attract, retain and motivate any additional highly skilled employees required for the expansion of our activities, could have a materially adverse effect on us. The inability on our part to attract and retain the necessary personnel and consultants and advisors could have a material adverse effect on our business, financial condition or results of operations.

We are controlled by current officers, directors and principal stockholders.

Our directors, executive officers and principal five percent stockholders and their affiliates beneficially own approximately 69.7% of the outstanding shares of Common Stock. Accordingly, our executive officers, directors, principal stockholders and certain of their affiliates will have the ability to control the election of our Board of Directors of the Company and the outcome of issues submitted to our stockholders.

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There is a shortage of semi-conductor grade silicon and the photovoltaic (PV) cells made from this material, upon which our products may depend, that may constrain our revenue growth. The price that we pay for photovoltaic cells has increased recently and we expect these price increases to continue, which may further delay our profitability. Additionally, we may not have sufficient financial resources to take advantage of supply opportunities as they may arise.

Polysilicon is an essential raw material in the production of photovoltaic, or solar cells. Polysilicon is created by refining quartz or sand. Polysilicon is melted and grown into crystalline ingots by companies specializing in ingot growth. Manufacturers of solar cells procure silicon ingots from these suppliers on a contractual basis and then slice these ingots into wafers. They may also purchase wafers from third-party vendors.

There is currently an industry-wide shortage of polysilicon, which has resulted in significant price increases. We expect that the average price of polysilicon will continue to increase. Increases in polysilicon prices have in the past increased the manufacturing costs of solar cells. As demand for solar cells has increased, many of the manufacturers have announced plans to add additional manufacturing capacity. As this manufacturing capacity becomes operational, it will increase the demand for polysilicon and further exacerbate the current shortage. Polysilicon is also used in the semiconductor industry generally and any increase in demand from that sector will compound the shortage. The production of polysilicon is capital intensive and adding additional capacity requires significant lead time. While we are aware that several new facilities for the manufacture of polysilicon are under construction, we do not believe that the supply imbalance will be remedied in the near term. We expect that polysilicon demand will continue to outstrip supply throughout 2007 and potentially for a longer period.

The inability to obtain sufficient polysilicon, ingots or wafers at commercially reasonable prices or at all would adversely affect our ability to meet existing and future customer demand for products that we may develop or acquire and could impair our ability to enter this market.

Our dependence on a limited number of third party suppliers for finished materials could prevent us from delivering our products that we develop or purchase to our customers within required timeframes, which could result in order cancellations and substantial harm to our business.

We intend to purchase our products using materials and components procured from a limited number of third-party suppliers.  If we fail to establish or maintain our relationships with these suppliers, or to secure additional supply sources from other cell suppliers, we may be unable to provide our products or our products may be available only at a higher cost or after a long delay, which could prevent us from delivering our products to our customers within required timeframes, and we may experience order cancellations and our business may fail. We currently do not have contracts with suppliers to allow us to commence sales, and may not be able to procure sufficient quantities of the materials and components necessary to manufacture our products on acceptable commercial terms or at all. To the extent the processes that our suppliers use to manufacture materials and components are proprietary; we may be unable to obtain comparable materials and components from alternative suppliers. The failure of a supplier to supply materials and components in a timely manner, or to supply materials and components that meet our quality, quantity and cost requirements could impair our ability to purchase our products or increase their costs, particularly if we are unable to obtain substitute sources of these materials and components on a timely basis or on terms acceptable to us.  In order to obtain required supplies, we may need to make large inventory purchases on short notice, and prior to having purchase orders or deposits from our customers for product using the full amount of silicon required to be purchased. We may not have sufficient financial resources to make these purchases, which may exacerbate supply shortages.

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Our operating results will be subject to fluctuations and are inherently unpredictable; if we fail to meet the expectations of securities analysts or investors, our stock price may decline significantly.

Our quarterly revenue, if any, and operating results will be difficult to predict from quarter to quarter. It is possible that our operating results in some quarters will be below market expectations. Our quarterly operating results will be affected by a number of factors, including:

• the average selling price of our solar cells that we purchase and panels and solar power systems;

• the availability and pricing of raw materials, particularly polysilicon;

• the availability, pricing and timeliness of delivery of third party sources products, raw materials and components, particularly solar panels and balance of systems components, including steel, necessary for solar power products to function;

• the rate and cost at which we are able to expand to meet customer demand, including costs and timing of adding personnel;

• the amount and timing of sales of our  systems, especially medium and large-scale projects, which may individually cause severe fluctuations in our revenue;

• our ability to meet project completion schedules and the corresponding revenue impact under such contractual devises as percentage-of-completion method of recognizing revenue for projects which may apply;

•   • construction cost overruns, including those associated with the introduction of new products; as incentives play a major roll in the buying/decision making process for our potential customers significant changes in regulation or incentives may adversely effect our business.

• the impact of seasonal variations in demand and/or revenue recognition linked to construction cycles and weather conditions;

• timing, availability and changes in government incentive programs;

• unplanned additional expenses such as manufacturing failures, defects or downtime;

• acquisition and investment related costs;

• unpredictable volume and timing of customer orders, some of which are not fixed by contract but vary on a purchase order basis;

• Unpredictable sales cycle time lines inherent with new solutions and products.

• geopolitical turmoil within any of the countries in which we operate or sell products;

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• foreign currency fluctuations, particularly in the Euro or the Chinese Yuan;

• the effect of currency hedging activities;

• our ability to establish and expand customer relationships;

• changes in our manufacturing costs;

• changes in the relative sales mix of our solar cells, solar panels and imaging detectors;

• the availability, pricing and timeliness of delivery of other products, such as inverters necessary for our solar power products to function;

• our ability to successfully develop, introduce and sell new or enhanced solar power products in a timely manner, and the amount and timing of related research and development costs;

• the timing of new product or technology announcements or introductions by our competitors and other developments in the competitive environment;

• the willingness of competing solar cell and panel suppliers to continue product sales to us;

• increases or decreases in electric rates due to changes in fossil fuel prices or other factors; and

• Labor shortages, expertise shortages, shipping and other factors causing business delays.

We plan to base our planned operating expenses in part on our expectations of future revenue, and a significant portion of our expenses will be relatively fixed in the short term. If revenue for a particular quarter is lower than we expect, we likely will be unable to proportionately reduce our operating expenses for that quarter, which would harm our operating results for that quarter. This may cause us to miss analysts’ guidance or any future guidance announced by us. If we fail to meet or exceed analyst or investor expectations or our own future guidance, even by a small amount, our stock price could decline, perhaps substantially.

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

The market for electricity generation products is heavily influenced by foreign, U.S. federal, state and local government regulations and policies concerning the electric utility industry, as well as policies promulgated by electric utilities. These regulations and policies often relate to electricity pricing and technical interconnection of customer-owned electricity generation. In the U.S. and in a number of other countries, these regulations and policies are being modified and may continue to be modified. Customer purchases of, or further investment in the research and development of, alternative energy sources, including solar power technology, could be deterred by these regulations and policies, which could result in a significant reduction in the potential demand for the solar power products of NP Capital. For example, without certain major incentive programs and or the regulatory mandated exception for solar power systems, utility customers are often charged interconnection or standby fees for putting distributed power generation on the electric utility network. These fees could increase the cost to our customers of using our solar power products and make them less desirable, thereby harming our business, prospects, results of operations and financial condition.

We anticipate that our solar power products and their installation will be subject to oversight and regulation in accordance with national and local ordinances relating to building codes, safety, environmental protection, utility interconnection and metering and related matters. It is difficult to track the requirements of individual states and design equipment to comply with the varying standards. Any new government regulations or utility policies pertaining to our solar power products may result in significant additional expenses to us and our resellers and their customers and, as a result, could cause a significant reduction in demand for our solar power products.

The reduction or elimination of government and economic incentives could cause revenue to decline for NP Capital.

We believe that the near-term growth of the market for on-grid applications, where solar power is used to supplement a customer’s electricity purchased from the utility network or sold to a utility under tariff, depends in large part on the availability and size of government and economic incentives. Because a portion of sales for NP Capital are expected to involve the on-grid market, the reduction or elimination of government and economic incentives may adversely affect the growth of this market or result in increased price competition, both of which could cause our revenue to decline.

Today, the cost of solar power exceeds retail electric rates in many locations. As a result, federal, state and local government bodies in many countries, most notably Germany, Japan, Spain, Italy, Portugal, South Korea and the United States, have provided incentives in the form of feed-in tariffs, rebates, tax credits and other incentives to end users, distributors, system integrators and manufacturers of solar power products to promote the use of solar energy in on-grid applications and to reduce dependency on other forms of energy. These government economic incentives could be reduced or eliminated altogether. For example, Germany has been a strong supporter of solar power products and systems and political changes in Germany could result in significant reductions or eliminations of incentives, including the reduction of feed-in tariffs more rapidly than required by current law. Some solar program incentives expire, decline over time, are limited in total funding or require renewal of authority. Net metering and other operational policies in California, Japan or other markets could limit the amount of solar power installed there. Reductions in, or eliminations or expirations of, governmental incentives could result in decreased demand for and lower revenue from our products. Changes in the level or structure of a renewable portfolio standard could also result in decreased demand for and lower revenue from our products.

Changes in tax laws or fiscal policies may decrease the return on investment for customers of our business, and for certain investors in its projects, which could decrease demand for its products and services and harm its business.

We anticipate that a portion of our future revenues will be derived from sales of solar power systems and products to companies formed to develop and operate solar power generation facilities of various sizes. Such companies have been formed by third party investors with some frequency in the United States, Germany, Spain, South Korea and Portugal, as these investors seek to benefit from government mandated feed-in tariffs and similar legislation. Our business may depend in part on the continuing formation of such companies and the potential revenue source they represent. In deciding whether to form and invest in such companies, potential investors weigh a variety of considerations, including their projected return on investment. Such projections are based on current and proposed federal, state and local laws, particularly tax legislation. Changes to these laws, including amendments to existing tax laws or the introduction of new tax laws, tax court rulings as well as changes in administrative guidelines, ordinances and similar rules and regulations could result in different tax assessments and may adversely affect an investor’s projected return on investment, which could have a material adverse effect on our business and results of operations.

Problems with product quality or product performance, including defects, in the solar cells we distribute could result in a decrease in customers and revenue, unexpected expenses and loss of market share NP Capital.

The solar cells we plan to purchase are complex and must meet stringent quality requirements. Products this complex may contain undetected errors or defects, especially when first introduced. For example, solar cells and solar panels may contain defects that are not detected until after they are shipped or are installed because we cannot test for all possible scenarios. These defects could cause us to, or may cause us to request that suppliers incur significant re-engineering costs, divert the attention of our engineering personnel from product development efforts and significantly affect our customer relations and business reputation. If we deliver solar cells or solar panels with errors or defects, or if there is a perception that our solar cells or solar panels contain errors or defects, our credibility and the market acceptance and sales of our solar power products could be harmed. Similarly, if NP Capital delivers solar cells or panels with errors or defects, including cells or panels of third party manufacturers, or if there is a perception that such solar cells or solar panels contain errors or defects, NP Capital’s credibility and the market acceptance and sales of its solar power systems could be harmed.

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The possibility of future product failures could cause us to incur substantial expense to repair or replace defective products. Furthermore, widespread product failures may damage our market reputation and reduce our market share and cause sales to decline. We have agreed to indemnify our customers and our distributors in some circumstances against liability from defects in our solar cells. A successful indemnification claim against us could require us to make significant damage payments, which would negatively affect our financial results.

Since the solar panels we plan to purchase and sell cannot be tested for the duration of their standard multi-year warranty period, we may be subject to unexpected warranty expense; if NP Capital is subject to installation, warranty and product liability claims, such claims could adversely affect our business and results of operations.

The current standard product warranty for the solar panels includes a warranty period (up to 10-years) for defects in material and workmanship and a warranty period (up to 25-years) for declines in power performance as well as a typically one-year warranty on the functionality of our solar cells. We believe our warranty periods are consistent with industry practice. Due to the long warranty period and even though we pass through the warranty from the manufacturer, we may bear the risk of extensive warranty claims long after we have shipped product and recognized revenue. Any warranty claims that the manufacturer does not cover would cause us to increase the amount of warranty reserves and have a corresponding negative impact on our results. Although the manufacturers represent that they conduct accelerated testing of their solar cells, our solar panels have not and cannot be tested in an environment simulating the full warranty period. As a result of the foregoing, we may be subject to unexpected warranty expense, which in turn would harm our financial results.

Like other retailers, distributors and manufacturers of products that are used by consumers, we face an inherent risk of exposure to product liability claims in the event that the use of the solar power products into which our solar cells and solar panels are incorporated results in injury. Our business may be subject to warranty and product liability claims in the event that its solar power systems fail to perform as expected or if a failure of its solar power systems results, or is alleged to result, in bodily injury, property damage or other damages. Since our solar power products are electricity producing devices, it is possible that our products could result in injury, whether by product malfunctions, defects, improper installation or other causes. Moreover, we may not have adequate resources in the event of a successful claim against us. We have evaluated the potential risks we face and believe that we can obtain appropriate levels of insurance for product liability claims. We will rely on our general liability insurance to cover product liability claims and have not obtained separate product liability insurance. However, a successful warranty or product liability claim against us that is not covered by insurance or is in excess of our available insurance limits could require us to make significant payments of damages. In addition, quality issues can have various other ramifications, including delays in the recognition of revenue, loss of revenue, loss of future sales opportunities, increased costs associated with repairing or replacing products, and a negative impact on our goodwill and reputation, which could also adversely affect our business and operating results. Our business’ exposure to warranty and product liability claims is expected to increase significantly in connection with its planned expansion into the new home development market.

Warranty and product liability claims may result from defects or quality issues in certain third party technology and components that we or our suppliers incorporate into their/our solar power systems, particularly solar cells and panels, over which we have no control. While our agreements with our suppliers would generally include warranties, such provisions may not fully compensate us for any loss associated with third-party claims caused by defects or quality issues in such products. In the event we seek recourse through warranties, we will also be dependent on the creditworthiness and continued existence of the suppliers to our business.

We anticipate that our current standard warranty will differ by geography and end-customer application and will include such instruments as one-, two- or five-year comprehensive parts and workmanship warranties, after which the customer may typically extend the period covered by its warranty for an additional fee. Due to the warranty period, our business bears the risk of extensive warranty claims long after it has completed a project and recognized revenues. Future product failures could cause our business to incur substantial expenses to repair or replace defective products. While our business generally passes through manufacturer warranties it receives from its suppliers to its customers, it is responsible for repairing or replacing any defective parts during its warranty period, often including those covered by manufacturers warranties. If the manufacturer disputes or otherwise fails to honor its warranty obligations, our  business may be required to incur substantial costs before it is compensated, if at all, by the manufacturer. Furthermore, the ‘business’ warranties may exceed the period of any warranties from our suppliers covering components included in its systems, such as inverters.

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The products we intend to distribute may not gain market acceptance, which would prevent us from achieving sales and market share.

The development of a successful market for the products we intend to distribute may be adversely affected by a number of factors, some of which are beyond our control, including:

 our failure to offer products that compete favorably against other solar power products on the basis of cost, quality and performance;

	our failure to offer products that compete favorably against conventional energy sources and alternative distributed-generation technologies, such as wind, biomass and solar thermal, on the basis of cost, quality and performance;
	whether customers will accept our future designs under development; and

 our failure to develop and maintain successful relationships with vendors, distributors, systems integrators and other resellers, as well as strategic partners.

If the products we intend to distribute fail to gain market acceptance, we will be unable to achieve sales and market share.

Technological changes in the solar power industry could render our products uncompetitive or obsolete, which could prevent us from achieving market share and sales.

Our failure to seek refinements in technology and to develop and introduce new products could cause our products to become uncompetitive or obsolete, which could prevent us from achieving market share and sales. The solar power industry is rapidly evolving and highly competitive. We may need to invest significant financial resources in research and development and design of solar parks to keep pace with technological advances in the solar power industry and to compete in the future and we may be unable to secure such financing. We believe that a variety of competing solar power technologies may be under development by many companies that could result in lower manufacturing costs or higher product performance than those products selected by us. These development efforts may render obsolete the products we have selected to offer, and other technologies may prove more advantageous for the commercialization of solar power products.

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

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

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

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

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

 performance and reliability of solar power products as compared with conventional and non-solar alternative energy products;

 success of alternative distributed generation technologies such as hydrogen fuel cells, wind turbines, bio-diesel generators and large-scale solar thermal technologies;

 fluctuations in economic and market conditions that impact the viability of conventional and competitive alternative energy sources;

 increases or decreases in the prices of oil, coal and natural gas;

 capital expenditures by customers, which tend to decrease when the domestic or foreign economies slow;

 continued deregulation of the electric power industry and broader energy industry; and

 availability and or effectiveness of government subsidies and incentives.

The reduction or elimination of government economic incentives could prevent us from achieving sales and market share.

We believe that the near-term growth of the market for various application of solar power generation such as "on-grid" applications, where solar power is used to supplement a customer's electricity purchased from the utility network, depends in large part on the availability and size of government and economic incentives. The reduction or elimination of government economic incentives may adversely affect the growth of this market or result in increased price competition, which could prevent us from achieving sales and market share.

Today, the cost of solar power exceeds the cost of power furnished by the electric utility grid in many locations. As a result, federal, state and local government bodies in many countries, most notably Germany, Japan and the United States, have provided incentives in the form of rebates, tax credits and other incentives to end users, distributors, system integrators and manufacturers of solar power products to promote the use of solar energy in on-grid applications and to reduce dependency on fossil fuels. These government economic incentives could be reduced or eliminated altogether, which would significantly harm our business.

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

The mainstream power generation market and related product sectors are well established and we are competing with power generation from more traditional process that can generate power at lower costs than most renewable or environmentally driven processes.  Further, within the renewable power generation and technologies markets we face competition from other methods of producing renewable or environmentally positive power. Then, the solar power market itself is intensely competitive and rapidly evolving. Our competitors have established market positions more prominent than ours, and if we fail to attract and retain customers and establish a successful distribution network for our solar products, we may be unable to achieve sales and market share. There are a number of major multi-national corporations that produce solar power products, including BP Solar, Kyocera, Sharp, GE, Mitsubishi, Solar World AG and Sanyo. We also expect that future competition will include new entrants to the solar power market offering new technological solutions. Further, many of our competitors are developing and are currently producing products based on new solar power technologies that may have costs similar to, or lower than, our projected costs.

Most of our competitors are substantially larger than we are, have longer operating histories and have substantially greater financial, technical, manufacturing and other resources than we do. Our competitors' greater sizes in some cases provides them with competitive advantages with respect to manufacturing costs due to their ability to allocate fixed costs across a greater volume of production and purchase raw materials at lower prices. They also have far greater name recognition, an established distribution network and an installed base of customers. In addition, many of our competitors have well-established relationships with current and potential resellers, which have extensive knowledge of our target markets. As a result, our competitors will be able to devote greater resources to the research, development, promotion and sale of their products and may be able to respond more quickly to evolving industry standards and changing customer requirements than we can.

A substantial number of our issued shares are, or are being made available for sale on the open market. The resale of these securities might adversely affect our stock price.

The sale of a substantial number of shares of our common stock being registered under this registration statement, or the market's anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

Sales of shares pursuant to exercisable warrants could also lead to subsequent sales of the shares in the public market. These sales, together with sales by other existing stockholders, could depress the market price of our stock by creating an excess in supply of shares for sale. Availability of these shares for sale in the public market could also impair our ability to raise capital by selling equity securities.

We may not address successfully the problems encountered in connection with any potential future acquisitions.

We expect to consider future opportunities to acquire or make investments in other technologies, products and businesses that could enhance our capabilities, complement our products, or expand the breadth of our markets or customer base. We have limited experience in acquiring other businesses and technologies. Potential and completed acquisitions and strategic investments involve numerous risks, including:

 problems assimilating the purchased technologies, products or business operations;

 problems maintaining uniform standards, procedures, controls and policies;

 problems arising from non performance of acquired entities or assets;

problems arising from overvaluation or with securing the required financing to close and/or make the acquisition operational;

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 unanticipated costs associated with the acquisition;

 diversion of management's attention from our core business;

 adverse effects on existing business relationships with suppliers and customers;

 risks associated with entering new markets in which we have no or limited prior experience;

 potential loss of key employees of acquired businesses; and

 increased legal and accounting costs as a result of the newly adopted rules and regulations related to the Sarbanes-Oxley Act of 2002 and other such regulation such as increased internal control and reporting requirements.

We are subject to new corporate governance and internal control reporting requirements, and our costs related to compliance with, or our failure to comply with existing and future requirements, could adversely affect our business.

We face new corporate governance requirements under the Sarbanes-Oxley Act of 2002, as well as new rules and regulations subsequently adopted by the SEC and the Public Company Accounting Oversight Board. These laws, rules and regulations continue to evolve and may become increasingly stringent in the future. In particular, under new SEC rules we will be required to include management's report on internal controls as part of our 2008 fiscal year annual report pursuant to Section 404 of the Sarbanes-Oxley Act. Furthermore, under the proposed rules, an attestation report on our internal controls from our independent registered public accounting firm will be required as part of our annual report for the fiscal year ending in 2009. We are in the process of evaluating our control structure to help ensure that we will be able to comply with Section 404 of the Sarbanes-Oxley Act. The financial cost of compliance with these laws, rules and regulations is expected to be substantial. We cannot assure you that we will be able to fully comply with these laws, rules and regulations that address corporate governance, internal control reporting and similar matters. Failure to comply with these laws, rules and regulations could materially adversely affect our reputation, financial condition and the value of our securities.

We will continue to be dependent on a limited number of third-party suppliers for key components for our products, which could prevent us from delivering our products to our customers within required timeframes, which could result in installation delays, cancellations, liquidated damages and loss of market share.

In addition to our reliance on a number of suppliers for our solar cells and panels, we rely on third-party suppliers for key components for our solar power systems, such as inverters that convert the direct current electricity generated by solar panels into alternating current electricity usable by the customer.

If we fail to develop or maintain our relationships with our limited suppliers, we may be unable to purchase our products or our products may be available only at a higher cost or after a long delay, which could prevent us from delivering our products to our customers within required timeframes and we may experience order cancellation and loss of market share. To the extent the processes that our suppliers use to manufacture components are proprietary, we may be unable to obtain comparable components from alternative suppliers. The failure of a supplier to supply components in a timely manner, or to supply components that meet our quality, quantity and cost requirements, could impair our ability to manufacture our products or decrease their costs. If we cannot obtain substitute materials on a timely basis or on acceptable terms, we could be prevented from delivering our products to our customers within required timeframes, which could result in installation delays, cancellations, liquidated damages and loss of market share, any of which could have a material adverse effect on our business and results of operations.

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Because the markets in which we compete are highly competitive and many of our competitors have greater resources than NP Capital, we may not be able to compete successfully and we may lose or be unable to gain market share.

Our solar products will compete with a large number of competitors in the solar power market, including BP Solar International Inc., Evergreen Solar, Inc., Mitsubishi Electric Corporation, Q-Cells AG, Sanyo Corporation, Sharp Corporation, First Solar, SolarWorld AG and Suntech Power Holdings Co., Ltd. and others. In addition, universities, research institutions and other companies have brought to market alternative technologies such as thin films and concentrators, which may compete with our technology in certain applications. We expect to face increased competition in the future. Further, many of our competitors are developing and are currently producing products based on new solar power technologies that may ultimately have costs similar to, or lower than, our projected costs.

Our solar power products and services compete against other power generation sources including conventional fossil fuels supplied by utilities, other alternative energy sources such as wind, biomass, CSP and emerging distributed generation technologies such as micro-turbines, sterling engines and fuel cells. In the large-scale on-grid solar power systems market, we will face direct competition from a number of companies that manufacture, distribute, or install solar power systems.  Our primary competitors in the United States include Arizona Public Service Company, BP Solar International, Inc., a subsidiary of BP p.l.c., Conergy Inc., Dome-Tech Group, Eastwood Energy, EI Solutions, Inc., GE Energy, a subsidiary of General Electric Corporation, Global Solar Energy, Inc., a subsidiary of Solon, Power-Fab, Schott Solar, Inc., Solar Integrated Technologies, Inc., SPG Solar, Inc., Sun Edison LLC, SunTechnics Installation & Services, Inc., Thompson Technology Industries, Inc. and WorldWater & Power Corporation. Our primary competitors in Europe include BP Solar, Conergy (through its subsidiaries AET Alternitive Energie Technik GmbH, SunTechnics Solartechnik GmbH and voltwerk AG), PV-Systemtechnik Gbr, SAG Solarstrom AG, Solon AG and Taufer Solar GmbH. Additionally, our business will occasionally compete with distributed generation equipment suppliers such as Caterpillar, Inc. and Cummins Inc. Other existing and potential competitors in the solar power market include universities and research institutions. We also expect that future competition will include new entrants to the solar power market offering new technological solutions. As we enter new markets and pursues additional applications for our products and services, we expect to face increased competition, which may result in price reductions, reduced margins or loss of market share.

Competition is intense, and many of our competitors have significantly greater access to financial, technical, manufacturing, marketing, management and other resources than we do. Many also have greater name recognition, a more established distribution network and a larger installed base of customers. In addition, many of our competitors have well-established relationships with our potential suppliers, resellers and their customers and have extensive knowledge of our target markets. As a result, these competitors may be able to devote greater resources to the research, development, promotion and sale of their products and respond more quickly to evolving industry standards and changing customer requirements than we will be able to. Consolidation or strategic alliances among such competitors may strengthen these advantages and may provide them greater access to customers or new technologies. To the extent that government funding for research and development grants, customer tax rebates and other programs that promote the use of solar and other renewable forms of energy are limited, we will compete for such funds, both directly and indirectly, with other renewable energy providers and their customers.

If we cannot compete successfully in the solar power industry, our operating results and financial condition will be adversely affected. Furthermore, we expect competition in the targeted markets to increase, which could result in lower prices or reduced demand for our product and service offerings and may have a material adverse effect on our business and results of operations.

The demand for products requiring significant initial capital expenditures such as our solar power products and services are affected by general economic conditions.

 The United States and international economies have recently experienced a period of slowing economic growth. A sustained economic recovery is uncertain. In particular, terrorist acts and similar events, continued turmoil in the Middle East or war in general could contribute to a slowdown of the market demand for products that require significant initial capital expenditures, including demand for solar cells and solar power systems and new residential and commercial buildings. In addition, increases in interest rates may increase financing costs to customers, which in turn may decrease demand for our solar power products. If the economic recovery slows down as a result of the recent economic, political and social turmoil, or if there are further terrorist attacks in the United States or elsewhere, we may experience decreases in the demand for our solar power products, which may harm our operating results.

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We will rely primarily upon copyright and trade secret laws and contractual restrictions to protect our proprietary rights, and, if these rights are not sufficiently protected, our ability to compete and generate revenue could suffer.

We will seek to protect our proprietary supplier and operational processes, documentation and other written materials primarily under trade secret and copyright laws. We also typically require employees and consultants with access to our proprietary information to execute confidentiality agreements. The steps taken by us to protect our proprietary information may not be adequate to prevent misappropriation of our technology. In addition, our proprietary rights may not be adequately protected because:

• people may not be deterred from misappropriating our operational assets despite the existence of laws or contracts prohibiting it;

• policing unauthorized use of our intellectual property may be difficult, expensive and time-consuming, and we may be unable to determine the extent of any unauthorized use; and

• the laws of other countries in which we access and or market our solar cells, such as some countries in the Asia/Pacific region, may offer little or no protection for our proprietary technologies.

Reverse engineering, unauthorized copying or other misappropriation of our proprietary assets could enable third parties to benefit from our property without paying us for doing so. Any inability to adequately protect our proprietary rights could harm our ability to compete, to generate revenue and to grow our business.

We rely on suppliers to comply with intellectual property, copy write, hazardous materials and processes and trade secrecy laws and regulations and, if such laws and regulations are not sufficiently followed, our business  could suffer substantially.

We endeavor to comply with all law and regulation regarding intellectual property law manufacturing process law and regulation, however, in many cases it is our supplier that must comply with such regulations and laws.  While we make efforts to ensure that products sourced from third parties comply with required regulation and law and that the operation of our suppliers do as well, our business could suffer if a supplier was, or suppliers were, found to be non compliant with regulation and law in our, our customers’ or our suppliers’ jurisdictions.

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

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

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There are restrictions on the transferability of the securities.

Until registered for resale, investors must bear the economic risk of an investment in the Shares for an indefinite period of time. Rule 144 promulgated under the Securities Act (“Rule 144”), which provides for an exemption from the registration requirements under the Securities Act under certain conditions, requires, among other conditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act. However, our securities currently are not eligible for the Rule 144 exemption. There can be no assurance that we will fulfill any reporting requirements in the future under the Exchange Act or disseminate to the public any current financial or other information concerning us, as is required by Rule 144 as part of the conditions of our availability.

If the Company uses its stock in acquisitions of other entities there may be substantial dilution at the time of a transaction.

The $0.,70 per share offering price of the common stock being sold under this prospectus has been arbitrarily set. The price does not bear any relationship to our assets, book value, earnings or net worth and it is not an indication of actual value.  Accordingly, if you purchase shares in this offering, you may experience substantial dilution. You may also suffer additional dilution in the future from the sale of additional shares of common stock or other securities or if the Company’s shares are issued to purchase other entities assets.

There is presently no market for our common stock, any failure to develop or maintain a trading market could negatively affect the value of our shares and make it difficult or impossible for you to sell your shares.

Prior to this offering, there has been no public market for our common stock and a public market for our common stock may not develop upon completion of this offering.  While we will attempt to have our common stock quoted on the Over-The-Counter Bulletin Board, since the OTC Bulleting Board is a dealer system we will have to seek market-makers to provide quotations for the common stock and it is possible that no market-maker will want to provide such quotations. Failure to develop or maintain an active trading market could negatively affect the value of our shares and make it difficult for you to sell your shares or recover any part of your investment in us.  Even if a market for our common stock does develop, the market price of our common stock may be highly volatile.  In addition to the uncertainties relating to our future operating performance and the profitability of our operations, factors such as variations in our interim financial results, or various, as yet unpredictable factors, many of which are beyond our control, may have a negative effect on the market price of our common stock.

Even if our common stock is quoted on the OTC Bulletin Board under a symbol, the OTC Bulletin Board provides a limited trading market. Accordingly, there can be no assurance as to the liquidity of any markets that may develop for our common stock, the ability of holders of our common stock to sell our common stock, or the prices at which holders may be able to sell our common stock.

Our common stock will be subject to the “Penny Stock” rules of the SEC.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

·   that a broker or dealer approve a person's account for transactions in penny stocks; and

·   the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

·   obtain financial information and investment experience objectives of the person; and

·   make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

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The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

·   sets forth the basis on which the broker or dealer made the suitability determination; and

·   that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Should our stock become listed on the OTC Bulletin Board, if we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Companies trading on the Over-The-Counter Bulletin Board, such as us we are seeking to become, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.   In addition, we may be unable to get re-listed on the OTC Bulletin Board, which may have an adverse material effect on our Company.

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USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered and sold from time to time by the selling stockholders. We will not receive any proceeds from the sale of shares of common stock in this offering.  However, we may receive up to $1,143,060 in cash if the common stock purchase warrants being registered pursuant to this prospectus are exercised for cash of which there is no guarantee.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Securities

There is currently no public trading market for our common stock.

As of December 7, 2007, we had 10,490,256shares of common stock issued and outstanding and approximately 52 stockholders of record of our common stock.

Dividend Policy

The payment by us of dividends, if any, in the future rests within the discretion of our Board of Directors and will depend, among other things, upon our earnings, capital requirements and financial condition, as well as other relevant factors.  We have not paid any dividends since our inception and we do not intend to pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for use in our business.

Equity Compensation Plan Information

 As of December 7, 2007, we have not adopted an equity compensation plan under which our common stock is authorized for issuance.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward-Looking Statements

The information in this prospectus contains forward-looking statements.  All statements other than statements of historical fact made in this prospectus are forward looking.  In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements.  These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words.  No assurances can be given that the future results anticipated by the forward-looking statements will be achieved.  Forward-looking statements reflect management’s current expectations and are inherently uncertain.  Our actual results may differ significantly from management’s expectations.

The following discussion and analysis should be read in conjunction with our financial statements, included herewith.  This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future.  Such discussion represents only the best present assessment of our management.

Limited Operating History

There is limited historical financial information about our company upon which to base an evaluation of our future performance. Our company has generated no revenues from operations. We cannot guarantee that we will be successful in our business. We are subject to risks inherent in a fast growing company, including limited capital resources, possible delays in product development and manufacturing, and possible cost overruns due to price and cost increases. There is no assurance that future financing will be available to our company on acceptable terms. Additional equity financing could result in dilution to existing shareholders.

Company Description and Overview

NP Capital Corp was formed on June 20, 2006. For the fiscal year ended July 31, 2007, we had generated no revenues and we incurred losses of $242,405, of which $13,050 was non-cash stock compensation.  For the period ending October 31, 2007, we had generated no revenues and we incurred losses of $1,191,519, of which $1,069,500 was non-cash stock compensation.  Our operating expenses included significant legal, consulting and accounting expenses, as well as product research and business development. During the year ended July 31, 2007 and subsequent quarterly period ended October 31, 2007, we are considered a development stage company. We expect to continue to use cash in our operating activities for at least the next year as we expand our research and development and define suppliers and sales prospects.

In July 2006, we entered into a convertible debenture with a waste to energy development company, Envortus Inc. The officers and board members of NP Capital had ownership, officer positions and board positions in Envortus Inc. Under the terms of the convertible debenture, NP Capital could invest $250,000 in Envortus Inc over a period of time. NP Capital forwarded a total of $134,500 to Envortus Inc before deciding to continue its focus specifically in the solar area of the renewable energy market. In March 2007, NP Capital entered into an agreement to sell the convertible debenture for $152,500, with discounts if paid early, to a company controlled by Paul Cox, a shareholder, officer and board member of NP Capital. Such officer remains a shareholder, officer and board member of Envortus Inc. In July 2007, the sale of the convertible debenture was completed with an earlier payment of $55,000 to NP Capital and the receipt of a Note for the balance. David Fann, Director of NP Capital and Michael Dodak, Director of NP Capital, have entered into an option agreement to sell their Envortus, Inc. stock to Paul Cox at a future date.  The remaining note is for $68,100 and payable over a 24 month period plus interest of 6% per annum and has been estimated at its fair value. Discounts to the principal on the note if paid early have been accounted for and result as a loss on sale in the amount of $11,405.

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Fiscal Year Ended July 31, 2007

Results of Operations

See the Financial Statements for comparison data to prior periods.

We have financed our operations since inception primarily through private sales of securities. As of July 31, 2007, we had approximately $166,221 in cash, and working capital of $233,147.

The following table sets forth our statements of operations data for the year ended July 31, 2007.

Summary Income Statement

Revenues, net	$	0
Gross profit (loss)		0
Selling, general and administrative expenses		95,103
Research & development expenses		136,926
Total operating expenses		232,029
Loss from operations		232,029
Other Income (expense)		(10,376	)
Loss from operations before income taxes		242,405
Income tax provision		0
Net loss	$	242,405

Revenues

For the year ended July 31, 2007 and since inception, we had no revenues.

Cost of sales

For the year ended July 31, 2007 and since inception, we had no cost of sales.

Selling, general and administrative

Selling, general and administrative expenses for the year ended July 31, 2007 were $95,103 and since inception through July 31, 2006 our expenses were $5,965.  Cash-based management fees, wages and salaries were approximately $32,141 for fiscal 2007. In June 2007 we hired Mr. David Fann as Chief Executive Officer, and in July 2007 we hired Mr. David Surette as our Chief Financial Officer.

Research & development

For the year ended July 31, 2007, research and development expenses were $136,926 which were primarily consulting fees for services developing our products and markets, of which $4,926 were legal fees.    From inception to July 31, 2006, we had no research and development expense. The legal and professional fees were primarily related to our financing activities, this registration statement, and SEC reporting.

Other income (expense)

In fiscal 2007, other expense was $10,376 of which $11,405 was a loss on sale of stock assets and $1,029 was interest income.  From inception to July 31, 2006 we had no other expenses.

Net Loss

Our net loss was $242,405 for fiscal 2007 and $5,965 for the period from inception to July 31, 2006. The net loss reflects our expenses relating to this registration statement and financings, the cost of additional employees to pursue our strategy and expenditures for research and development. These expenses have been incurred ahead of our ability to recognize material revenues from our new strategy.

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Liquidity and Capital Resources

As of July 31, 2007, we had cash and cash equivalents of $166,221, and working capital of $219,710. During the year ended July 31, 2007, we funded our operations from private sales of equity securities.

For the year ended July 31, 2007, we used $209,309 of cash in operations.  Investing activities used $29,500 of cash during the year and financing activities provided $395,030 of cash during the year, with $455,030 in private placement subscription proceeds.

Fiscal Quarter Ended October 31, 2007

See the Financial Statements for comparison data to prior periods.

The following table sets forth our statements of operations data for the quarter ended October 31, 2007.

Summary Income Statement

Revenues, net	$	0
Gross profit (loss)		0
Selling, general and administrative expenses		1,176,016
Research & development expenses		16,143
Total operating expenses		1,192,159
Loss from operations		1,192,159
Other Income (expense)		640
Loss from operations before income taxes		1,191,519
Income tax provision		0
Net loss	$	1,191,519

Revenues

For the quarters ended October 31, 2007 and 2006, we had no revenues.

Cost of sales

For the  quarters ended October 31, 2007 and 2006, we had no cost of sales.

Selling, general and administrative

Selling, general and administrative expenses for the quarters ended October 31, 2007 and 2006 were $1,176,016 and $2,029 respectively.  During the quarter there were significant stock–based compensation costs totaling $1,069,500 for new hires including the CEO and CFO among others. Cash-based management fees, wages and salaries were approximately $65,300 for the quarter ended October 31, 2007.

Research & development

For the quarters ended October 31, 2007 and 2006, research and development expenses were $16,143 and $15,000, respectively, which were primarily consulting fees for services developing our products and markets, of which $12,143 were legal fees. The legal and professional fees were primarily related to our financing activities, this registration statement, and SEC reporting.

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Other income (expense)

In the quarters ended October 31 2007 and 2006, other income was $640 and $125, respectively, of interest income.

Net Loss

Our net loss was $1,191,519 for the quarter ended October 31 2007 and for the quarter ended October 31, 2006 the net los was $16,904.  The net loss reflects our expenses relating to this registration statement and financings, the cost of additional employees to pursue our strategy and expenditures for research and development. These expenses have been incurred ahead of our ability to recognize material revenues from our new strategy.

Liquidity and Capital Resources

As of October 31, 2007, we had cash and cash equivalents of $140,844, and working capital of $213,096. During the quarter ended October 31, 2007, we funded our operations from private sales of equity securities.

For the quarter ended October 31, 2007, we used $140,782 of cash in operations.  Financing activities provided $115,405 of cash during the quarter through private placement subscription proceeds.

The cost of photovoltaic cells, which is the primary cost of sales for our solar roofing products, is currently volatile and is expected to rise due to a current supply shortage. We are uncertain of the extent to which this will negatively affect our working capital in the near future. A significant increase in cost of photovoltaic cells that we cannot pass on to our customers could cause us to run out of cash more quickly than our projections indicate, requiring us to raise additional funds or curtail operations.

Significant Capital Expenditures

There were no significant capital expenditures

Recent Financings & Events

In November of 2007, NP Capital and Bangkok Solar Co., Ltd agreed to sell to NP Capital solar panels as soon as the panels have received UL approval. The terms include the ability to purchase up to 20 MW at favorable pricing during 2008. A formal agreement is anticipated to be signed during the month of January 2008 which agreement is subject to due diligence and legal review.

NP Capital is negotiating with at least two solar installation companies to purchase substantially all of their assets and assume certain liabilities for a combination of cash and stock.

Through December 2007, we sold 329,728 shares of our company in exchange for $115,405.  In addition, we issued common stock purchase warrants exercisable for a term of 2 years at a price of $0.70 per share, see Notes 4 and 8 of our Financial Statements.

Critical Accounting Policies

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management of our company to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. As the number of variables and assumptions affecting the probable future resolution of the uncertainties increase, these judgments become even more subjective and complex. Our significant accounting policies are discussed in Note 2 to our financial statements for the fiscal year ended July 31, 2007 included in this prospectus. We have identified the following accounting policies, described below, as the most important to an understanding of our current financial condition and results of operations.

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Revenue Recognition

The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”). The Company generates revenue from the sale of photovoltaic panels, photovoltaic roofing systems, balance of system products, and management system products to our dealers or other parties. The Company anticipates it will  not perform any installations. SAB 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the seller's price to the buyer is fixed and determinable; and (4) collectibility is reasonably assured. Amounts billed or received from customers in advance of performance are recorded as deferred revenue.

Warranty Reserves

Due to the fact that the company made no shipments made during the year ended July 31, 2007 or the quarter ended October 31, 2007, the Company did not recognize warranty expense, and accordingly, as of October 31, 2007 there was no warranty reserve. It is customary in the Company's business and industry to warrant or guarantee the performance of  photovoltaic roofing products at certain levels of conversion efficiency for extended periods, up to  25 years. It is also customary to warrant or guarantee the functionality of  inverters and balance of systems for 10 years. The Company  therefore plans to maintain warranty reserves based on 0.5 % of revenue upon shipment of product to customers as a component of cost of sales to cover the potential liability that could arise from these guarantees. The Company's potential liability is generally in the form of product replacement. As necessary, the Company's warranty reserve will also include specific accruals for known product issues and an accrual for an estimate of incurred but not reported product issues based on industry loss information.

Stock-Based Compensation

We have adopted the fair value recognition provisions of SFAS No. 123(R), using the modified prospective application transition method.   Under the fair value recognition provisions of SFAS No. 123(R), we recognize stock-based compensation net of an estimated forfeiture rate and only recognize compensation cost for those shares expected to vest over the requisite service period of the award. Prior to the adoption of SFAS No. 123(R), we accounted for share-based payments under APB No. 25 and accordingly, generally recognized compensation expense only when we granted options with a discounted exercise price.

Determining the appropriate fair value model and calculating the fair value of share-based payment awards require the input of highly subjective assumptions, including the expected life of the share-based payment awards and stock price volatility. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future. In addition, we are required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. If our actual forfeiture rate is materially different from our estimate, the stock-based compensation expense could be significantly different from what we have recorded in the current period.

Assuming the value of the equity instruments was more readily determinable and the same number of equity instruments were issued, the following table presents a sensitivity analysis to show the impact on our financial condition at October 31, 2007 from fluctuations in fair value of equity instruments issued for services:

	Increase (Decrease)
Changed Assumption	in Fair Value
Increase in stock based compensation expense
due to increase in fair value by 1%	$	11,297
Increase in stock based compensation expense
due to increase in fair value by 5%	$	56,487
Decrease in stock based compensation expense
due to decrease in fair value by 1%	$	(11,297	)
Decrease in stock based compensation expense
due to decrease in fair value by 5%	$	(56,487	)

The purpose of this analysis is to provide an indication of the impact that the stock based compensation fluctuations would have on our financial results. It is not intended to imply our expectation of future results of operations. We believe that the assumptions used above are appropriate to illustrate the possible impact on the financial statements.

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BUSINESS

Overview

We are focused on the development and commercialization of a targeted portfolio of solar products. Our mission is to harness the power of the sun to meet the growing resource demands of sustainable 21^st century development.  Our company was incorporated in the State of Delaware on June 20, 2006.    

Our business is to market and sell solar power products, systems and services. Specifically, we intend to engage in the following:

·   install solar panels in both commercial and residential settings; and

·   develop and maintain solar parks.

In connection with the installation side of our business, we will offer solar power products including solar cells, solar panels and inverters which convert sunlight to electricity compatible with the utility network and end user environments as well as the services related to the installation and maintenance of these solar power products. Our initial solar installation sales efforts will be focused on residential and commercial applications.

In connection with our solar park development business, we intend to provide solar power systems to end customers on a turn-key, whole-solution basis by developing, engineering, procuring permits and equipment for, managing construction of, offering access to financing for, and providing monitoring, operations and maintenance services for large-scale solar power applications.

We also intend to achieve some of our company goals through the acquisition of companies and/or assets in the solar sector, in areas related to end user systems, installation and operations as well as related expertise.  Currently, we do not have any definitive plans for such acquisitions.  Our customers may include industrial, commercial and public sector entities, investors, value-added resellers, utilities and production home builders.

The Energy Industry

We believe the production of electrical power is one of the world's largest industries which such industry is expected to increase in the coming years.

Fossil fuels are non-renewable resources, meaning that at some point the world will exhaust all known oil and natural gas reserves. The electrical utility industry and traditional oil and gas companies face many challenges in meeting the growing worldwide demand for energy, including the following:

·   Fossil Fuel Supply Constraints:  A large portion of the world's electricity is generated from fossil fuels such as coal, oil and natural gas. Limited fossil fuel supply and escalating demand for electricity should continue to drive up wholesale electricity prices, creating a need to develop new technologies for power generation.

·   Infrastructure Constraints:  In many parts of the world, the existing electricity generation and transmission infrastructure is insufficient to meet projected demand. Developing and building a centralized power supply and delivery infrastructure is capital intensive. This has left the electricity supply insufficient to meet demand in some areas, resulting in both scheduled and unscheduled blackouts.

·   Desire for Energy Security:  Given the political and economic instability in the major oil and gas producing regions of the world, governments are trying to reduce their dependence on foreign sources of fossil fuels.

An underlying consideration concerning the delivery of electricity is the location of the generation source relative to the location of the end-use consumption. Over the past century, the economics of power plant construction supported larger and larger central station sites linked to transmission lines spanning great distances to reach the ultimate consumer. These economic considerations have been altered by the advent of smaller scale technologies that can provide electricity at competitive prices near the place of consumption. The combination of economic factors and of advances in generation technologies opens the market to an opportunity for "distributed generation" of electricity in combination with traditional grid resources. Our products and services are  directed at this renewable distributed generation environment as well as specific application power solutions.

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Environmental Issues

In addition to the fundamental challenges described above, the energy industry has increasingly become the target of environmental concerns. Government regulators have strengthened air and water emissions control requirements over the past decade. New U.S. power plants are required to install emission control technologies, which can be costly. This expense causes electricity from new fossil fuel-fired plants to cost more than electricity from existing power plants, which increases retail electric rates over time. To date, concerns regarding negative environmental impacts have slowed oil and gas exploration in such resource asset areas as the Alaskan Wildlife Preserve, the California coastal waters, and many other locations around the world.  At the same time, climate change risks have created international political momentum to implement green house gas reduction strategies.

Challenges Facing Solar Power

The solar power industry must overcome the following challenges to achieve widespread commercialization of its products:

·   Decrease Per Kilowatt-hour Cost to Customer.    In most cases, the current cost of solar electricity is greater than the cost of retail electricity from the utility network. While government programs and consumer preference have accelerated the use of solar power for on-grid applications, product cost remains one of the largest impediments to growth. To provide an economically attractive alternative to conventional electricity network power, the solar power industry must continually reduce manufacturing and installation costs.

·   Achieve Higher Conversion Efficiencies.    Increasing the conversion efficiency of solar cells reduces the material and assembly costs required to build a solar panel with a given generation capacity. Increased conversion efficiency also reduces the amount of rooftop space required for a solar power system, thus lowering the cost of installation per consumer.

·   Improve Product Appearance.    We believe that aesthetics are a barrier to wider adoption of solar power products particularly among residential consumers. Historically, residential and commercial customers have resisted solar power products, in part, because most solar panels are perceived as unattractive.

·   Efficiently Use Polysilicon.    There is currently an industry-wide shortage of polysilicon, an essential raw material in the production of solar cells. Given this demand and supply imbalance, we believe that the efficient use of polysilicon, for example through the reduction of wafer thickness, will be critical for the continued growth of the solar power industry.

Solar Power System Design and Installation

We intend to provide marketing, sales, design, construction, installation, maintenance, support and related solar power system services to residential and commercial customers in the United States in locations in which the economics are favorable to solar power. We will provide our customers with a single point of contact for their system design, engineering work, building permit, rebate approval, utility hookup and subsequent maintenance.

We will concentrate on the design and integration of grid-tied solar power systems. These systems are electrically connected to the utility grid so that excess energy produced during the day flows backwards through the utility’s electric meter, actually running the electric meter backwards. The meter will run backwards when the power produced by the solar system is greater than the power needs of the building. During the evenings or on cloudy days, energy is drawn from the grid normally and the meter runs forwards. Most utilities serving the areas in which we install systems allow for “net metering.” Customers on net metering only pay for the net amount of energy they consume during the year, essentially getting full retail credit for the energy they transmit back onto the utility grid during the day.

We expect our current residential customers to be generally highly educated, high-income professionals who are concerned about the environment and also have the disposable income to install a solar power system.  We expect our commercial customers to be schools, affordable housing and owner occupied businesses.

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Solar Park Design and Development

We intend to provide engineering and construction management services in connection with the development of solar parks.  We will provide the following services:

·   Design of turnkey solar photovoltaic parks;

·   Detailed planning of installations and procuring permits;

·   Coordinating financing;

·   General contractor services for the development of the site;

·   Follow up and monitoring and reporting of electricity production; and

·   Maintenance.

We expect that our projects will be based on third-party products (including modules, cables, and inverters).  We expect our customers for our solar parks to be private persons, public authorities, such as municipalities and electric utilities, and private companies.

Our Strategy

In connection with our installation business, we will concentrate on serving the solar power needs of residential and small commercial customers tied to the electric power grid.  We believe the solar power industry is at an early stage of its growth and is highly fragmented with many smaller companies. The prospects for long-term worldwide demand for solar power have attracted many a multitude of design/integration companies in our market segment. We expect there to be consolidation in the design/integration segment of the industry based mostly on branding, development of new technology and business process improvements.  Our principal objective in our solar park development business is to be the leader in the design, development and installation of solar parks

Accordingly, our growth strategy primarily includes:

·   Providing engineering as well as turnkey solutions for solar parks, rooftop installations of solar panels on both commercial as well as residential facilities.

·   Developing and commercializing solar module installation technology optimized for the residential and commercial markets.

·   Reducing installation costs and improving the aesthetics of solar systems compared to standard, commercially available solar equipment.

·   Promoting and enhancing a brand name and reputation to be developed.

·   Developing and utilizing a process-driven approach to sell and install our solar power systems in diverse geographic markets.

·   We will attempt to attract a highly skilled staff including engineers, designers and project managers with a background in the development of solar parks.

·   We intend to capitalize on the fact that we are not a manufacturer, but rather a supplier of solutions using the best technology available given the budget of the program. By constantly reappraising the state of the art for solar cells and panels and developing competitive comparison charts of the various manufacturers we will be able to select the best solution for any particular project.

We will promote our building-integrated PV products through a series of focused marketing channels that include trade publications, attendance at key industry trade shows, direct mail campaigns, on-line advertising, and relationship marketing.

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Competition

The market for solar power products is competitive and continually evolving. We expect to face increased competition, which may result in our inability to develop revenue. We will compete with companies such as BP Solar, Evergreen Solar, Mitsubishi, Q-Cells, Sanyo and Sharp. Many of our competitors have established a stronger market position than ours and have larger resources and recognition than we have. In addition, the solar power market in general competes with other sources of renewable energy and conventional power generation.

We believe that the key competitive factors in the market for solar cells and solar panels include:

• power efficiency and performance;

• price;

• aesthetic appearance of solar cells and panels;

• strength of distribution relationships; and

• timeliness of new product introductions.

We may also face competition from some of our customers who may develop products or technologies internally which are competitive with our products, or who may enter into strategic relationships with or acquire existing solar power product providers.

Environmental Regulations

We are subject to a variety of foreign, federal, state and local governmental laws and regulations related to the purchase, storage, use and disposal of hazardous materials. If we fail to comply with present or future environmental laws and regulations, we could be subject to fines, suspension of production or a cessation of operations. In addition, under some foreign, federal, state and local statutes and regulations, a governmental agency may seek recovery and response costs from operators of property where releases of hazardous substances have occurred or are ongoing, even if the operator was not responsible for the release or otherwise was not at fault.

We believe that we will apply for and receive all environmental permits necessary to conduct our business  We are not aware of any pending or threatened environmental investigation, proceeding or action by foreign, federal, state or local agencies, or third parties involving our current facilities. Any failure by us to control the use of or to restrict adequately the discharge of, hazardous substances could subject us to substantial financial liabilities, operational interruptions and adverse publicity, any of which could materially and adversely affect our business, results of operations and financial condition.

EMPLOYEES

We have 1full-time and 6 part-time employees as of October 31, 2007. Our employees are involved in product research, business development, supplier relations as well as sales, marketing and general and administrative functions as we prepare for anticipated growth of our business.

LEGAL PROCEEDINGS

We are not presently a party to any pending material litigation nor, to the knowledge of our management, is any litigation threatened against us.

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Our executive officers and directors and their respective ages and positions as of December 14, 2007 are as follows:

Name	Age	Position
Bradley C. Holt	53	Chief Executive Officer
David W. Fann	52	Director
Michael J. Dodak	60	Director
Paul Cox	44	Director
David J. Surette	48	Secretary and Chief Financial Officer

Executive Biographies

Bradley C. Holt, Chief Executive Officer

Bradley C. Holt joined NP Capital as the Chief Executive Officer in September 2007.   In 1988, Mr. Holt became the President of Lion’s Gate Capital Ltd, providing merger/acquisition, venture capital, development strategy, restructuring and management advice.  From May 1998 through 2007, Mr. Holt served as the Chairman of Domino’s Pizza Canada.  Mr. Holt graduated with a Bachelor of Arts from Bemidji State University in 1976.

Michael Dodak, Director

Mr. Dodak is a director of the company. He is also currently, CEO and Chairman of the Board of Directors for FundsTech Corp, a public company focused on financial transaction processing in the prepaid card sector. Mr. Dodak served as CEO and Chairman of the Board of Global Axcess Corp, a publicly traded company from October 2001 until September 2006 where he was responsible for the day-to-day operations. Global Axcess Corp was an independent operator and owner of automated teller machines through out the U.S. Prior to joining Global Axcess, Mr. Dodak was Chief Executive Officer of Nationwide Money Services, Inc., an independent ATM network operator and services provider that was sold by First Data Corporation to Global Axcess Corp in July 2001. Mr. Dodak joined Nationwide Money Services, Inc. as a controller in early 1996. He assumed the various duties of a controller including the production of financial statements, budgets, and the development of the Money Services, Inc. database. In July 1997 he was promoted to CEO.  From 1980 to 1985, Mr. Dodak was Vice President of Finance for Airtricity Corp, a company that developed wind parks throughout the world. He has a Bachelor of Arts and MBA degrees from the University of California Los Angeles.

David Fann,  Director

Mr. Fann is also one of the founders and a member of the board of directors of Fundstech Corp, a public company. Mr. Fann served as President and Director of the Global Axcess Corp, a publicly traded company since January of 2002 until September of 2006. While at Global Axcess Corp Mr. Fann was responsible for equity and debt financings totaling over $17 million and was responsible for investor relations. Prior to joining Global Axcess Corp Mr. Fann was the Chief Executive Officer and Chairman of the Board of TeraGlobal, Inc., a publicly traded company, from September 1998 through September 2000. He was president of TechnoVision Communications, Inc., a subsidiary of TeraGlobal, from November of 1995 to September 2000. He co-founded Totally Automated Systems Communications, a Unix-based communications company, and acted as Vice President of that company.

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David J. Surette, Secretary and Chief Financial Officer

Mr. Surette joined the Company as the CFO and Secretary in July 2007.  Prior to joining the Company, Mr. Surette has been the Chief Financial Officer for TekSUN PV Mfg., Inc , a manufacturing startup in the solar panel business and Venti Energy, Inc a startup fund for wind energy,  He has also been a consulting CFO with numerous high tech companies in Austin, Texas working through several financings, mergers and acquisitions.  Mr. Surette also served as the CFO for Global Axcess Corp from March 2003 to May 2006, a publicly traded ATM and financial services company through a significant growth phase of the company.  While at Global Axcess Corp.  Mr.  Surette was responsible for over $8.0 million in debt financings.  He also served as the Chief Financial Officer of National Service Direct,  Inc.  (NSDI),  a  majority  owned  subsidiary  of SR Teleperformance,  a French  publicly  traded  corporation  in the  telemarketing industry with a market cap of over $1.0 billion.  He was the CFO for NSDI  from  September  1999  until he  joined  Global Axcess in March  2003.  Mr.  Surette  also  served as an interim  CFO for North American Telephone  Network,  LLC, a related company to NSDI,  during this same period.  NSDI has filed for bankruptcy in mid 2004.  Prior to working with NSDI, he was a Controller for ILD  Telecommunications,  Inc., in the pre-paid  calling card division,  from June 1998 to August 1999. From 1996 to 1998 Mr. Surette was the CFO and Director of  Publishing  for High Mountain  Press,  Inc., a book and magazine  publisher  in the CAD and high tech  markets.  He was CFO and  General Manager,   from  1991  to  1996,  for  a  magazine   publisher   called  CommTek Communications Corp., a company in the satellite dish industry.  Mr. Surette was a Supervising Senior Accountant with KPMG Peat Marwick from 1987 to 1991. He has a Bachelor of Science degree in Accounting from the University of Massachusetts, and an MBA degree from Babson  College.  Mr.  Surette  also has his CPA from the State of Virginia.

Paul Cox, Director

Mr. Cox is a founder and member of the board of directors of our company.  He has been part of the renewable energy field for several years and is on the board of directors of waste to energy developer, Envortus Inc. Mr. Cox is currently a director of FundsTech Corp., a public company involved in the financial transaction processing sector which Mr. Cox founded in August 2005. From October 2003 to July 2005, Mr. Cox was founder and Chief Executive Officer to EP&T Corp., a Florida based company marketing debit cards and related services to financial services companies. In late 2001 he was cofounder of RadioWeb Communications Inc and was their President and member of the board of directors until April 2003. Prior to that, he was a member of the board of directors, President and cofounder of NASDAQ OTC then National traded TeraGlobal Communications Corp from 1998 to July 2001. In 1989, Mr. Cox obtained a Bachelors Degree in International Relations and Economics from the University of British Columbia.

Board of Directors

Our Directors are elected by the vote of a majority in interest of the holders of our voting stock and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.

A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business. The directors must be present at the meeting to constitute a quorum.  However, any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively consent in writing to the action.

Directors may receive compensation for their services and reimbursement for their expenses as shall be determined from time to time by resolution of the Board. Each of our directors currently receives no compensation for their service on our Board of Directors.

Director  & Officer Compensation

In fiscal 2006, we issued 1,800,000 shares of restricted stock, pursuant to subscription agreements, to each of our three founding shareholders who at the time constituted the entire board of directors.  None of these directors’ share grants are being registered in this registration statement.

In the quarter ending October 31, 2007 there were issuances of 3,050,000 shares of restricted stock for management of the Company in current and future compensation awards.  None of these directors’ or officers share grants are being registered in this registration statement.

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We have no formal director compensation or reimbursement policy, but rather the Compensation Committee or the board makes director compensation and reimbursement determinations on an ad hoc basis. Directors may be reimbursed for their expenses incurred for attending each board of directors meeting and may be paid a fixed sum for attendance at each meeting of the directors or a stated salary as director. No payment precludes any director from serving us in any other capacity and being compensated for the service. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings. During our fiscal year ended July 31, 2007 and the quarter ending October 31, 2007, none of our directors were paid any fees to attend director meetings.

Brad Holt, CEO, is  to receive $120,000 annual salary and 1,800,000 shares of Company stock as of his hire date.

EXECUTIVE COMPENSATION

There were no executives who received annual and/or long-term compensation for more than $100,000 per year at the end of the last completed fiscal year.  Further, our chief executive officer for the years ended July 31, 2007 and 2006 did not receive any compensation.

Option Grants in Last Fiscal Year

No stock options were granted to the Named Executives for the fiscal year ended July 31, 2007.

Aggregated Option Exercises in Last Fiscal Year and Year-End Option Values

No stock options were exercised or held by the Named Executive during the fiscal year ended July 31, 2007.

Equity Compensation Plan Information

There is currently no stock option executive compensation plan in place.

Employment and Consulting Agreements

We currently have no employment or consulting agreements.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We believe that we have executed all of the transactions set forth below on terms no less favorable to us than terms we could have obtained from unaffiliated third parties. It is our intention to ensure that all future transactions between us and our officers, directors and principal stockholders and their affiliates, are approved by a majority of the board of directors, including a majority of the independent and disinterested members of the board of directors, and are on terms no less favorable to us than those that we could obtain from unaffiliated third parties.

During fiscal 2007, we paid $22,500 in consulting fees to David Fann. During fiscal 2007 we paid $10,000 to DFW Consulting for services rendered. David Fann owns 100% of DFW Consulting.

During fiscal 2007, we paid $0 consulting fees to Michael Dodak. During this same time period we paid $32,500 to Photographic Exploration, a company 50% owned by Mr. Dodak.

During fiscal 2007, we paid $60,000 consulting fees to Paul Cox.

During fiscal 2007, we entered into a convertible debenture with Envortus Inc, a company that the officers and board members of NP Capital had ownership, officer positions and board positions in. Under the terms of the convertible debenture, NP Capital forwarded a total of $134,500 to Envortus Inc which was repaid to NP Capital pursuant to an agreement, as later amended, to sell the convertible debenture to a company controlled by Paul Cox, a shareholder, director and officer of NP Capital. In addition to cash payments to NP Capital, in exchange for the completion of the sale of the convertible debenture, a Note payable to NP Capital was put in place for $152,500, the note is subject to certain payment terms and conditions. Mr Cox remains a shareholder, board member and officer of Envortus Inc.

In a related agreement, the shares of Envortus Inc that were owned by David Fann and Michael Dodak became subject to an optional purchase agreement whereby a company controlled by Paul Cox has the right to purchase the shares that David Fann and Mike Dodak had in Envortus Inc.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of December 7, 2007, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.

Title of Class	Name of Beneficial Owner (1)	Number of Shares Beneficially Owned (2)	Percentage Ownership(2)
Common Stock	Bradley Holt	1,681,000	16.01%
Common Stock	David Fann	1,800,000	17.2%
Common Stock	Paul Cox 207 -1425 Marine Dr West Vancouver B.C. V7T 1B9	1,800,000	17.2%
Common Stock	Michael Dodak	1,601,000	15.3%
Common Stock	All Executive Officers and Directors as a Group (4 persons)	6,881,000	65.6%

* Less than 1%

(1)   Except as otherwise indicated, the address of each beneficial owner is c/o NP Capital Corp., 818 A1A, Suite 201, Ponte Vedra Beach, Florida  32082.

(2)   Applicable percentage ownership is based on 10,490,256 shares of common stock outstanding as of December 7, 2007, together with securities exercisable or convertible into shares of common stock within 60 days of December 7, 2007 for all stockholders.  None of the above stockholders have warrants as part of their beneficial ownership. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.  Shares of common stock that are currently exercisable or exercisable within 60 days of December 7, 2007 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

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DESCRIPTION OF SECURITIES TO BE REGISTERED

COMMON STOCK

We are authorized to issue 15,000,000 shares of Common Stock, par value $.001 per share. As of the date of this Registration Statement, we had 10,490,256 shares of Common Stock outstanding.

The holders of the shares of Common Stock have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors and are entitled to share ratably in all of the assets of our company available for distribution to holders of Common Stock upon the liquidation, dissolution or winding up of the affairs of the Company. Holders of shares of Common Stock do not have preemptive, subscription or conversion rights.

Holders of shares of Common Stock are entitled to one vote per share on all matters which shareholders are entitled to vote upon at all meetings of shareholders. The holders of shares of Common Stock do not have cumulative voting rights, which mean that the holders of more than 50% of the Company’s outstanding voting securities can elect all of the directors of the Company.

The payment by our company of dividends, if any, in the future rests within the discretion of our Board of Directors and will depend, among other things, upon the Company’s earnings, capital requirements and financial condition, as well as other relevant factors. The Company has not paid any dividends since our inception and does not intend to pay any cash dividends in the foreseeable future, but intends to retain all earnings, if any, for use in our business.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our bylaws provide for the indemnification of our directors and officers against all claims and liability by reason of serving as a director or officer.  It shall be within the discretion of our Board of Directors whether to advance any funds in advance of disposition incurred by any director or officer in connection with that proceeding.  We are not, however, required to reimburse any legal expenses in connection with any proceeding if a determination is made that the director or officer did not act in good faith or in a manner reasonably believed to be in our best interests. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act" or "Securities Act") may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

PLAN OF DISTRIBUTION

No market currently exists for our shares.  The price reflected in this prospectus of $0.70 per share is the initial offering price of the shares of common stock upon the effectiveness of this prospectus.  The selling stockholders may, from time to time, sell any or all of their shares of common stock covered by this prospectus in private transactions at a price of $0.70 per share or on any stock exchange, market or trading facility on which the shares may then be traded. If our shares are quoted on the Over-the-Counter Bulletin Board ("OTCBB"), the selling stockholders may sell any or all of their shares at prevailing market prices or privately negotiated prices. The term "selling stockholders" includes donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other non-sale related transfer. We will pay the expense incurred to register the shares being offered by the selling stockholders for resale, but the selling stockholders will pay any underwriting discounts and brokerage commissions associated with these sales. The selling stockholders may use any one or more of the following methods when selling shares:

·   ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

·   block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·   purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·   privately negotiated transactions; and

·   a combination of any such methods of sale.

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In addition, any shares that qualify for sale under Rule 144 may be sold under Rule 144 rather than through this prospectus.

The $0.70 per share offering price of the shares of common stock being sold under this prospectus has been arbitrarily set. The price does not bear any relationship to our assets, book value, earnings or net worth and it is not an indication of actual value. Additionally, the offering price of our shares is higher than the price paid by our founders, and exceeds the per share value of our net tangible assets. Therefore, if you purchase shares in this offering, you will experience immediate and substantial dilution. You may also suffer additional dilution in the future from the sale of additional shares of common stock or other securities, if the need for additional financing forces us to make such sales. Investors should be aware of the risk of judging the real or potential future market value, if any, of our common stock by comparison to the offering price.

In offering the shares covered by this prospectus, the selling stockholders may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. Any broker-dealers who execute sales for the selling stockholders will be deemed to be underwriters within the meaning of the Securities Act.  Any profits realized by the selling stockholders and the compensation of any broker-dealer may be deemed to be underwriting discounts and commissions.

Each selling stockholder and any other person participating in a distribution of securities will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M, which may restrict certain activities of, and limit the timing of purchases and sales of securities by, selling stockholders and other persons participating in a distribution of securities. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of the foregoing may affect the marketability of the securities offered hereby.

Any securities covered by this prospectus that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under that rule rather than pursuant to this prospectus.

33

SELLING STOCKHOLDERS

The table below sets forth information concerning the resale of the shares of common stock by the selling stockholders. We will not receive any proceeds from the resale of the common stock by the selling stockholders. We will receive proceeds from the exercise of the warrants. Assuming all the shares registered below are sold by the selling stockholders, none of the selling stockholders will continue to own any shares of our common stock.

The following table also sets forth the name of each person who is offering the resale of shares of common stock by this prospectus, the number of shares of common stock beneficially owned by each person, the number of shares of common stock that may be sold in this offering and the number of shares of common stock each person will own after the offering, assuming they sell all of the shares offered.

Name of Selling Stockholder	Common	Total Shares	% of Total	Number of Shares Owned
and Position, Office or	Shares owned by	Registered Pursuant	Issued and	by Selling Stockholder After
Material Relationship with	the selling	to this	Outstanding Shares	Offering and Percent of Total
NP Capital Corp.	Stockholder (1)	Offering	before Offering	Issued and Outstanding(2)
				# of Shares	% of  Class
Alan Greenberg (3)	20,000	20,000	*	Nil	Nil
Alphonse Fasel (3)	3,000	3,000	*	Nil	Nil
Anne-Banu Brand (3)	3,000	3,000	*	Nil	Nil
Antionette Dodak (5)	1,500	1,500	*	Nil	Nil
Bhagwan Khalsa (3)	10,000	10,000	*	Nil	Nil
Bill Cook (3)	9,000	9,000	*	Nil	Nil
Castor Group, Ltd. (3)	3,000	3,000	*	Nil	Nil
Connie Robertson (3)	28,571	28,571	*	Nil	Nil
Darla Airington (3)	171,428	171,428	*	Nil	Nil
David J. Surette** (3), (4)	7,214	7,214	*	Nil	Nil
Debbie Fann (3)	1,500	1,500	*	Nil	Nil
Dennis Shiel  (3)	30,000	30,000	*	Nil	Nil
Felix Brurer (3)	30,000	30,000	*	Nil	Nil
Fountainhead Mercantile  (3)	1,500	1,500	*	Nil	Nil
Gary S. Dodak(3)	57,143	57,143	*	Nil	Nil
Gerard Breniere (3)	30,000	30,000	*	Nil	Nil
Gudrun EIZ (3)	3,000	3,000	*	Nil	Nil
Harold Gear (3)	71,429	71,429	*	Nil	Nil
Heidi Keller (3)	3,000	3,000	*	Nil	Nil
James Ladner (3)	100,000	100,000	*	Nil	Nil
Jeff King (3)	6,000	6,000	*	Nil	Nil
Jeff Wagner  (3), (6)	15,886	15,886	*	Nil	Nil
Jose U. Zamora II (3)	20,000	20,000	*	Nil	Nil
Kevin Meyer (3)	3,000	3,000	*	Nil	Nil
Kingdom Advancement (3)	6,000	6,000	*	Nil	Nil
Konrad Meyer (3)	3,000	3,000	*	Nil	Nil
Larry & Stephanie Yackley (3)	10,000	10,000	*	Nil	Nil
Lily Potenza (3)	45,000	45,000	*	Nil	Nil
Madeleine Meyer (3)	3,000	3,000	*	Nil	Nil
Margaret & Barry Babish (3)	47,300	47,300	*	Nil	Nil
Marisa Lattmann (3)	1,500	1,500	*	Nil	Nil
Mike Conlon (3)	6,000	6,000	*	Nil	Nil
Mike Kopenhafer (3)	6,000	6,000	*	Nil	Nil
Mulberry Development SA (3)	3,000	3,000	*	Nil	Nil
Pamela Kearney (3)	15,000	15,000	*	Nil	Nil
Pedro Matar (3)	14,285	14,285	*	Nil	Nil
Pierre Besuchet (3)	300,000	300,000	2.8%	Nil	Nil
Remi Holdings  (3)	142,857	142,857	1.3%	Nil	Nil
Richard H. Fix  (3)	30,000	30,000	*	Nil	Nil
Robert  Kearney (3)	15,000	15,000	*	Nil	Nil
Sachin Trahan (3)	91,500	91,500	*	Nil	Nil
Sidney M Cole (3)	257,143	257,143	2.4%	Nil	Nil
Steven Dodak  (5)	1,500	1,500	*	Nil	Nil
Suman Makker (3)	10,000	10,000	*	Nil	Nil
Ursuala Stabinger (3)	3,000	3,000	*	Nil	Nil

* Less than one percent.

** Officer and/or director.

(1) The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the selling stockholders has sole or shared voting power or investment power and also any shares, which the selling stockholders has the right to acquire within 60 days. The actual number of shares of common stock issuable upon the conversion of the secured convertible notes is subject to adjustment depending on, among other factors, the future market price of the common stock, and could be materially less or more than the number estimated in the table. Based on 10,490,256 shares of common stock outstanding.

34

(2) Assumes that all securities registered will be sold.

(3) Each of the listed stockholders have received, as listed, the number of shares of common stock for a price of $0.35 per share and also received an equivalent number of warrants, each for one (1) underlying share with an exercise price of $0.70.

(4) David Surette has been paid for services with 5,714 shares of common stock at a value of $0.35 with out any warrants, for an aggregate sum of $2,000.

(5) Each of the listed stockholders has been paid for services with 1,500 shares of common stock at a value of $0.35 without any warrants for an aggregate sum of $525.

(6) Jeff Wagner has been paid for services with 1,600 shares of common stock at a value of $0.35 with out any warrants for an aggregate sum of $560.

In July 2007, we completed a private placement for 981,715 shares of common stock of the Company at a price of $0.35 per share for an aggregate sum of $343,600.

In August 2007, we completed a private placement for up to 648,227 shares of common stock of the Company at a price of $0.35 per share for an aggregate sum of $226,889.

We also issued 10,314 shares for services at a value f $0.35 for a sum of $3,610.

LEGAL MATTERS

Sichenzia Ross Friedman Ference LLP, New York, New York issued an opinion with respect to the validity of the shares of common stock being offered hereby.

EXPERTS

Our financial statements for July 31, 2007, have been included herein in reliance upon the report of LL Bradford  & Company LLC independent registered public accountant, appearing elsewhere herein, and upon authority of said firm as experts in accounting and auditing.

AVAILABLE INFORMATION

We have not previously been required to comply with the reporting requirements of the Securities Exchange Act.  We have filed with the SEC a registration statement on Form SB-2 to register the securities offered by this prospectus.  For future information about us and the securities offered under this prospectus, you may refer to the registration statement and to the exhibits filed as a part of the registration statement.

In addition, after the effective date of this prospectus, we will be required to file annual, quarterly, and current reports, or other information with the SEC as provided by the Securities Exchange Act. You may read and copy any reports, statements or other information we file at the SEC's public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C.  20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings are also available to the public through the SEC Internet site at http\\www.sec.gov.

35

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Accounting Firm	F-1
Balance Sheet as of July 31, 2007	F-2
Statements of Operations for the period ending July 31, 2007	F-3
Statements of Equity for the period ending July 31, 2007	F-4
Statements of Cash Flows for the period ending July 31, 2007	F-5
Footnotes to Financial Statements for the period ending July 31, 2007	F-6
Balance Sheet as of October 31, 2007 (Unaudited)	F-14
Statements of Operations for the three months ending October 31, 2007 (Unaudited)	F-15
Statements of Equity for the three months ending October 31, 2007 (Unaudited)	F-16
Statements of Cash Flows for the three months ending October 31, 2007 (Unaudited)	F-17
Footnotes to Financial Statements for the three months ending October 31, 2007(Unaudited)	F-18

35

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

NP Capital Corp

Ponte Vedra Beach, Florida

We have audited the accompanying balance sheet of NP Capital Corp as of July 31, 2007 and  the related statements of operations, stockholders’ deficit, and cash flows for the year ended July 31, 2007, for the period from June 20, 2006 (inception) through July 31, 2006 and for the period from June 20, 2006 (inception) through July 31, 2007.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of NP Capital Corp as of July 31, 2007, and the results of its activities and cash flows for the year ended July 31, 2007, for the period from June 20, 2006 (inception) through July 31, 2006 and for the period from June 20, 2006 (inception) through July 31, 2007 in conformity with accounting principles generally accepted in the United States.

/s/ L.L. Bradford & Company, LLC

October 31, 2007

Las Vegas, Nevada

F-1

NP CAPITAL CORP.

(A development stage Company)

 BALANCE SHEETS

As of July 31, 2007

ASSETS
Current Assets
Cash	$	166,221
Prepaid expenses		5,000
Notes receivable-current		68,100
Total current assets		239,321
Total assets	$	239,321
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued expenses	$	19,611
Total current liabilities		19,611
Stockholders' equity
Common stock payable		111,475
Common stock, $0.001 par; 15,000,000 authorized
6,784,715 issued & outstanding		6,785
Paid-in capital		349,820
Accumulated deficit		(248,370	)
Total stockholders' equity		219,710
Total liabilities and stockholders' equity	$	239,321

  

The accompanying notes are an integral part of these financial statements.

F-2

NP Capital Corp

(A development stage Company)

STATEMENTS OF OPERATIONS

	Year ended			Since inception to			Since inception to
	July 31, 2007			July 31, 2006			July 31, 2007
Revenues, net	$	-		$	-		$	-
Cost of sales		-			-			-
Gross profit (loss)		-			-			-
Operating expenses
Selling, general and administrative		95,103			5,965			101,068
Research and development		136,926			-			136,926
Total operating expenses		232,029			5,965			237,994
Loss from operations		232,029			5,965			237,994
Other Income (expense)
Interest and other income		1,029			-			1,029
Loss on sale of investment		(11,405	)		-			(11,405	)
Total other income (expense)		(10,376	)		-			(10,376	)
Net loss	$	(242,405	)	$	(5,965	)	$	(248,370	)
Net loss per share – basic and diluted
Net loss	$	(0.04	)	$	-		$	(0.04	)
Weighted average shares outstanding – basic and diluted		6,168,506			-			5,545,578

The accompanying notes are an integral part of these financial statements.

F-3

NP Capital Corp

(A development stage Company)

STATEMENTS OF STOCKHOLDERS’ EQUITY

					Additional			Common					Total
	Common Stock				Paid-in			Stock		Accumulated			Stockholders'
	Shares		Amount		Capital			Payable		Deficit			Equity
Inception June 20, 2006		-	$	-	$	-		$	-	$	-		$	-
Net loss		-		-		-			-		(5,965	)		(5,965	)
Balances, July 31, 2006		-		-		-			-		(5,965	)		(5,965	)
Founders Stock issued at $.001 per share		5,400,000		5,400		(5,400	)		-		-			-
Stock issued through private placement at $0.35		981,715		982		342,573			-		-			343,555
Stock for services		403,000		403		12,647			-		-			13,050
Stock payable through private placement at $0.35		-		-		-			111,475		-			111,475
Net loss		-		-		-			-		(242,405	)		(242,405	)
Balances, July 31, 2007		6,784,715	$	6,785	$	349,820		$	111,475	$	(248,370	)	$	219,710

The accompanying notes are an integral part of these financial statements.

F-4

NP Capital Corp

(A development stage Company)

STATEMENTS OF CASH FLOWS

	For the Year Ended			Since Inception through			Since Inception through
	July 31, 2007			July 31, 2006			July 31, 2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(242,405	)	$	(5,965	)	$	(248,370	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock for services		13,050			-			13,050
Net loss on sale of investment and related discounts		11,400			-			11,400
Change in operating assets and liabilities, net of effects of acquisitions
Prepaid expenses		(5,000	)		-			(5,000	)
Other accrued liabilities		13,646			5,965			19,611
Net cash used by operating activities		(209,309	)		-			(209,309	)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in convertible debenture - related party		(84,500	)		(50,000	)		(134,500	)
Investment in note receivable - related party		55,000			-			55,000
Net cash provided by  investing activities		(29,500	)		(50,000	)		(79,500	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from private placement		455,030			-			455,030
Proceeds from note payable - related party		-			60,000			60,000
Principle payments on notes payable - related party		(60,000	)		-			(60,000	)
Net cash provided by financing activities		395,030			60,000			455,030
Net increase (decrease) in cash and cash equivalents		156,221			10,000			166,221
Cash and cash equivalents at beginning of year		10,000			-			-
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	166,221		$	10,000		$	166,221
SUPPLEMENTAL DISCLOSURES
Cash operating activities:
Interest paid	$	1,142		$	-		$	1,142
Income taxes paid	$	-		$	-		$	-

The accompanying notes are an integral part of these financial statements.

F-5

NP Capital Corp

(A development stage Company)

Notes to Financial Statements

July 31, 2007

1. Nature of Operations

NP Capital Corp. a development stage Company  and a Delaware corporation (the "Company”), is a renewable energy company focused on the development and commercialization of solar energy products and technologies for a wide range of applications including power production for solar parks, commercial buildings and residential homes.  The Company’s inception was June 20, 2006 and to date we have generated no revenues from operations.

We intend to enter into supply agreement(s) with leading manufacturers of solar electric power products and technologies which directly convert sunlight into electricity. We are seeking solar cells that have the highest conversion efficiency, a measurement of the amount of sunlight converted by the solar cell into electricity, available for the mass market.

We will then offer the solar power products including solar cells, solar panels and inverters which convert sunlight to electricity compatible with the utility network. Our initial solar sales efforts will be focused on residential and commercial applications where the high performance or our selected solar power products will provide compelling customer benefits. We will sell our products in many countries, principally in regions where government incentives have accelerated solar power adoption.

In addition, we have targeted several sectors of the solar products, technology and operations markets as potential areas of interest for acquisitions, marketing agreements and other business partnership opportunities with the potential to support our expansion of our business.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Financial Instruments

The Company's financial instruments consist primarily of cash, accounts receivable, accounts payable, and notes receivable and payable. These financial instruments are stated at their respective carrying values, which approximate their fair values.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The reported amounts of revenues and expenses during the reporting period may be affected by the estimates and assumptions we are required to make. Estimates that are critical to the accompanying d financial statements arise from our belief that we will secure an adequate amount of cash to continue as a going concern, that our allowance for doubtful accounts is adequate to cover potential losses in our receivable portfolio, that all long-lived assets are recoverable. In addition, the determination and valuation of derivative financial instruments is a significant estimate. The markets for our products are characterized by intense competition, rapid technological development, evolving standards, short product life cycles and price competition, all of which could impact the future realization of our assets. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary. It is at least reasonably possible that our estimates could change in the near term with respect to these matters.

F-6

Revenue Recognition

The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”). The Company generates revenue from the sale of photovoltaic panels, photovoltaic roofing systems, balance of system products, and management system products to our dealers or other parties. The Company anticipates it will  not perform any installations. SAB 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the seller's price to the buyer is fixed and determinable; and (4) collectibility is reasonably assured. Amounts billed or received from customers in advance of performance are recorded as deferred revenue.

Allowance for Doubtful Accounts

The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. There were no accounts receivable presented net of the allowance for doubtful accounts. Due to the lack of accounts receivable balance at July 31, 2007 and 2006, respectively, there was no allowance for doubtful accounts at either of the respective quarter end dates.

Warranty Reserves

Due to the fact that the company made no shipments made during the years ended July 31, 2007and 2006, the Company did not recognize warranty expense, and accordingly, as of July 31, 2007 there was no warranty reserve. It is customary in the Company's business and industry to warrant or guarantee the performance of  photovoltaic roofing products at certain levels of conversion efficiency for extended periods, up to  25 years. It is also customary to warrant or guarantee the functionality of  inverters and balance of systems for 10 years. The Company  therefore plans to maintain warranty reserves based on 0.5 % of revenue upon shipment of product to customers as a component of cost of sales to cover the potential liability that could arise from these guarantees. The Company's potential liability is generally in the form of product replacement. As necessary, the Company's warranty reserve will also include specific accruals for known product issues and an accrual for an estimate of incurred but not reported product issues based on industry loss information.

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash on deposit, certificates of deposit, and money market accounts that are readily convertible into cash. These are purchased with original maturities of three months or less.

Inventory

Inventories will consist of photovoltaic cell, solar panels and other component material for specific customer orders and spare parts, and are valued at lower of cost (first-in, first-out) or market. Management provides a reserve to reduce inventory to its net realizable value. Certain factors could impact the realizable value of  inventory, so management continually evaluates the recoverability based on assumptions about customer demand and market conditions. The evaluation may take into consideration expected demand, new product development, the effect new products might have on the sale of existing products, product obsolescence, and other factors. The reserve or write-down is equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory reserves or write-downs may be required. If actual market conditions are more favorable, reserves or write-downs may be reversed.  There are currently no inventories as of July 31, 2007.

F-7

Fixed Assets

Equipment and improvements are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of equipment and improvements are provided over the estimated useful lives of the assets, or the related lease terms if shorter, by the straight-line method. Useful lives range as follows:

Computers and networks	3 years
Machinery and equipment	5-7 years
Furniture and fixtures	5-7 years
Leasehold improvements	Lesser of lease term or useful life of asset

Expenditures for maintenance and repairs are charged to operations.  There are currently no fixed assets as of July 31, 2007.

Long-Lived Assets and Impairment

Statement of Financial Accounting Standards (SFAS) 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" requires that long-lived assets, including certain identifiable intangibles, be reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets in question may not be recoverable. As of July 31, 2007, we had no Long Lived Assets.  The Note Receivable Related Party for $68,100 is considered current assuming all discounts will be taken and paid in the current 12 months time frame to effect the discounts.

Stock-Based Compensation

We have adopted the fair value recognition provisions of SFAS No. 123(R), using the modified prospective application transition method.   Under the fair value recognition provisions of SFAS No. 123(R), we recognize stock-based compensation net of an estimated forfeiture rate and only recognize compensation cost for those shares expected to vest over the requisite service period of the award.   The Company issues stock as compensation for services at the current market fair value.

           We account for equity instruments issued for services based on the fair value of the consideration received or the fair value of the equity instruments, whichever is more reliably measurable. Stock based compensation was determined using the fair value of the services performed due to the lack of historical fair value of the equity instruments.

Determining the appropriate fair value model and calculating the fair value of share-based payment awards require the input of highly subjective assumptions, including the expected life of the share-based payment awards and stock price volatility. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future. In addition, we are required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. If our actual forfeiture rate is materially different from our estimate, the stock-based compensation expense could be significantly different from what we have recorded in the current period.

F-8

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Foreign Currency

Gains and losses from foreign exchange transactions are included in the  statements of operations and are not significant.

Basic and Diluted Net Loss per Share

Basic net loss per share is computed by dividing the loss for the period by the weighted average number of common shares outstanding for the period. Fully diluted loss per share reflects the potential dilution of securities by including other potential issuances of common stock, including shares to be issued upon exercise of stock options and warrants, in the weighted average number of shares of common stock outstanding for a period and is not presented where the effect is anti-dilutive.

Concentrations of Credit Risk 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments and trade accounts receivable. The Company maintains cash balances at a financial institution in Ponte Vedra, Florida . Accounts at these institutions are secured by the Federal Deposit Insurance Corporation up to $100,000. At times, balances may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to any significant credit risk with respect to its cash and cash equivalents.

3. Recent Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140 , to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133,  Accounting for Derivative Instruments and Hedging Activities , to permit fair value measurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140,  Accounting for the Impairment or Disposal of Long-Lived Assets , to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. This standard is not expected to have a material effect on the Company's future reported financial position or results of operations.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109  (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in tax positions and requires that a Company recognize in its financial statements the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006. The adoption of FIN 48 is not expected to have a material effect on the Company's future reported financial position or results of operations.  

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 provides guidance on the definition of fair value, methods to measure fair value, and expanded disclosures of fair value. SFAS No. 157 is effective as of the first interim or annual reporting period that begins after November 15, 2007. Accordingly, the Company will adopt SFAS No. 157 in its three months ending May 31, 2008. The Company is currently evaluating the provisions of SFAS No. 157 and has not yet determined the impact, if any, that SFAS No. 157 will have on its financial statement presentation or disclosures.

F-9

In February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” which allows companies the option to measure certain financial instruments and other items at fair value. The provisions of SFAS No. 159 are effective as of the beginning of fiscal years beginning after November 15, 2007. We are currently evaluating the impact, if any, this statement will have on our financial statements.

4. Note Receivable – related party

The Company has a Note receivable- related party from a company controlled by an affiliate of the Company as discussed in Note 8.  The remaining note is for $68,100 and payable over a 24 month period plus interest of 6% per annum and has been estimated at its fair value. Discounts to the principal on the note if paid early have been accounted for and result as a loss on sale in the amount of $11,400.

5. Other Accrued Liabilities

Other accrued liabilities consist of the following as of July 31, 2007:

Legal & other expenses	$	1,543
Travel Expenses		11,894
Salaries & Wages		6,174
	$	19,611

6. Stockholders' Equity

Common Stock

The Company's authorized capital stock consists of 15,000,000 common shares, $0.001 par value per share. 6,784,715 shares of common stock are issued and outstanding as of July 31, 2007.

During the year ending July 31, 2007 the Company issued 5,400,000 shares of common stock to founders of the Company.  Also during the year ending July 31, 2007 there were 403, 000 shares of common stock issued for services to the Company worth $13,050.  In a series of cash transactions during the year ending July 31, 2007 981,715 shares of common stock were issued in a private placement for $343,555.  The Company also sold in a private placement $111,475 worth of common stock payable as of July 31, 2007 at a price of $0.35 per share.

Warrants

As of July 31, 2007, warrants to purchase 981,715 shares of our common stock were granted in the Private Placement discussed above, as follows:

Number of Shares of Common Stock	Exercise Price At July  31, 2007	Expiration Date
981,715	$.70	July, 2009

F-10

7. Commitments and Contingencies

Operating Leases

The Company conducts all of its operations from a leased facility. The leases is for a 6 month term and, contains annual escalation clauses and provides for renewal after the expiration of the initial term  Management expects that in the normal course of business this lease will be renewed or replaced by other lease(s). The lease expires on December 31, 2007.

The following is a schedule by years of future minimum rental payments required under operating leases that have initial or remaining noncancelable lease terms in excess of one year as of July 31, 2007:

Twelve months ended July 31,
2007	$	4,500
2008		-
2009		-
2010		-
	$	4,500

Rent expense was $580 and $0 for the twelve months ended July 31, 2007 and for the period ended July 31, 2006, respectively.

Agreements for investor relations services

The Company has not committed to an agreement for investor relations' and public relations services.

Management services

The Company has no employment  or consulting agreements. .

Supply of Materials

There is currently an industry-wide shortage of semi-conductor grade silicon, an essential raw material in the production of certain of the Company's primary products. Continued shortages of silicon and other products used in the manufacture of the Company's products may result in significant price increases or the Company's inability to obtain needed raw materials on a timely basis, which could result in delays in manufacturing and adversely affect gross margins and results of operations.

Dependence on Limited Number of Suppliers

The Company intends to buy the majority of certain materials and components or systems used to install  its products from a very limited number of suppliers. The loss of one of these suppliers or a significant reduction in product availability from a principal supplier could have a material adverse effect on the Company's results of operations.

8. Related Party Transactions

In fiscal year 2006, the Company entered into a note receivable to a related party of the executive management named Fundstech Corp.  The note was in the amount of $30,000 and was paid back within a 30 day period.

During the period ended July 31, 2006 The Company received $60,000 in the form of a note payable from a related party on the executive management of the Company.  During fiscal year end 2007 the note was paid in full with $1,000 interest expense to the company.

F-11

During fiscal 2007, the Company entered into a convertible debenture with Envortus Inc, a company that the officers and board members of NP Capital had ownership, officer positions and board positions in. Under the terms of the convertible debenture, NP Capital forwarded a total of $134,500 to Envortus Inc which was repaid to NP Capital pursuant to an agreement, as later amended, to sell the convertible debenture to a company controlled by NP Capital a shareholder, officer and board member, Paul Cox. In addition to cash payments of $55,000 to NP Capital, in exchange for the completion of the sale of the convertible debenture, a Note payable to NP Capital was put in place, (see Note 4 above), such Note subject to certain payment terms and conditions. Mr Cox remains a shareholder, board member and officer of Envortus Inc.  The remaining note is for $68,100 and payable over a 24 month period plus interest of 6% per annum and has been estimated at its fair value. Discounts to the principal on the note if paid early have been accounted for and result as a loss on sale in the amount of $11,400.

In a related agreement, the shares of Envortus Inc that were owned by David Fann and Michael Dodak became subject to a optional purchase agreement whereby the company controlled by Paul Cox has the right to purchase the shares that David Fann and Mike Dodak had in Envortus Inc.

During the private placement, discussed in Note 6 above, the following equity transactions occurred from March 2007 to July 2007:

In March 2007 4,500 shares of common stock at $0.35 and 4,500 common stock purchase warrants with an exercise price of $0.75, were issued to related parties of the Company.

In March 2007 1,500 shares of common stock at $0.35 and 1,500 common stock purchase warrants with an exercise price of $0.75, were issued to an officer of the Company.

In May 2007 57,143 shares of common stock at $0.35 and 57,143 common stock purchase warrants with an exercise price of $0.75, were issued to a related party of the Company.

During fiscal 2007, we paid $22,500 in consulting fees to David Fann. During fiscal 2007 we paid $10,000 to DFW Consulting for services rendered. David Fann owns 100% of DFW Consulting.

During fiscal 2007, we paid $0 consulting fees to Michael Dodak. During this same time period we paid $32,500 to Photographic Exploration, a company 50% owned by Mr. Dodak.

During fiscal 2007, we paid $60,000 consulting fees to Paul Cox.

9. Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.  There are no deferred tax assets or liabilities currently and therefore no basis for determining any benefit or loss.

10. Subsequent Events

The Company issued 318,500 common shares, that where sold in a private placement $111,475 worth of common stock payable as of July 31, 2007 at a price of $0.35 per share.

During the three months ending October 31, 2007, 329,728 shares of common stock were sold in a private placement for $115,405, net of wire fees.  Also during the period there were 7,314 shares of common stock issued for services.  The Company issued 3,050,000 shares of common stock as compensation to employees at a value of $0.35 or $1,067,050

F-12

In September, 2007 David Fann resigned as Chief Executive Officer.

In September, 2007 Brad Holt was named as the new Chief Executive Officer for the Company and is to receive an annual salary of $120,000 and was issued 1,801,000 shares of stock as of the date of hire.

In February, 2008  Isabelle Christensen will become President for the Company and will receive an annual salary of $150,000 and was issued 500,000 shares of stock with certain vesting requirements.

In February, 2008  Dell Jones will become Chief Technology Officer for the Company and will  receive an annual salary of $150,000 and was issued 500,000 shares of stock with certain vesting requirements.

F-13

NP Capital Corp

 (A development stage Company)

BALANCE SHEET

As of October 31, 2007 

(UNAUDITED)

ASSETS
Current assets
Cash	$	140,844
Prepaid expenses		20,000
Notes receivable-current		68,100
Total current assets		228,944
Total assets	$	228,944
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued expenses	$	15,848
Total current liabilities		15,848
Stockholders' equity
Common stock; $0.001 par; 15,000,000 authorized		10,490
10,490,256 issued & outstanding
Paid-in capital		1,642,495
Accumulated deficit		(1,439,889	)
Total stockholders' equity	$	213,096
Total liabilities and stockholders' equity	$	228,944

The accompanying notes are an integral part of these financial statements.

F-14

NP Capital Corp

(A development stage Company)

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months			For the Three Months			Since inception through
	Ended October 31			Ended October 31			October 31, 2007
	2007			2006
Revenues, net	$	-		$	-		$	-
Cost of sales		-			-			-
Gross profit (loss)		-			-			-
Operating expenses
Selling, general and administrative		1,176,016			2,029			1,277,084
Research and development		16,143			15,000			153,069
Total operating expenses		1,192,159			17,029			1,430,153
Loss from operations		1,192,159			17,029			1,430,153
Other Income (expense)
Interest and other income		640			125			1,669
Loss on sale of investment and related discounts		-			-			(11,405	)
Total other income (expense)		640			125			(9,736	)
Net loss	$	(1,191,519	)	$	(16,904	)	$	(1,439,889	)
Net loss per share – basic and diluted	$	(0.14	)	$	(0.00	)	$	(0.18	)
Weighted average shares outstanding – basic and diluted		8,467,973			5,665,217			6,631,419

The accompanying notes are an integral part of these financial statements.

F-15

NP Capital Corp

(A development stage Company)

STATEMENTS OF STOCKHOLDERS’ EQUITY

					Additional			Common						Total
	Common Stock				Paid-in			Stock			Accumulated			Stockholders'
	Shares		Amount		Capital			Payable			Deficit			Equity
Inception June 20, 2006		-	$	-	$	-		$	-		$	-		$	-
Net loss		-		-		-			-			(5,965	)		(5,965	)
Balances, July 31, 2006		-		-		-			-			(5,965	)		(5,965	)
Founders Stock issued at $.001 per share		5,400,000		5,400		(5,400	)		-			-			-
Stock issued through private placement at $0.35		981,715		982		342,573			-			-			343,555
Stock for services		403,000		403		12,647			-			-			13,050
Stock payable through private placement at $0.35		-		-		-			111,475			-			111,475
Net loss		-		-		-			-			(242,405	)		(242,405	)
Balances, July 31, 2007		6,784,715		6,785		349,820			111,475			(248,370	)		219,710
Stock issued through private placement at $0.35		648,227		648		226,232			(111,475	)		-			115,405
Stock issued for services		7,314		7		1,993			-			-			2,000
Stock issued as employee compensation		3,050,000		3,050		1,064,450									1,067,500
Net loss		-		-		-			-			(1,191,519	)		(1,191,519	)
Balances, October 31, 2007 (Unaudited)		10,490,256	$	10,490	$	1,642,495		$	-		$	(1,439,889	)	$	213,096

The accompanying notes are an integral part of these financial statements.

F-16

NP Capital Corp

(A development stage Company)

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Three Months			For the Three Months			Since Inception through
	Ended October 31, 2007			Ended October 31, 2006			October 31, 2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,191,519	)	$	(16,904	)	$	(1,439,889	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock for services		1,069,500			-			1,082,550
Net loss on sale of investment and related discounts		-			-			11,400
Change in operating assets and liabilities, net of effects of acquisitions
Prepaid expenses		(15,000	)		-			(20,000	)
Other accrued liabilities		(3,763	)		(5,966	)		15,848
Net cash used by operating activities		(140,782	)		(22,870	)		(350,091	)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in convertible debenture - related party		-			(33,000	)		(134,500	)
Investment in receivable - related party		-			(30,000	)		55,000
Net cash provided by  investing activities		-			(63,000	)		(79,500	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from private placement		115,405			140,000			570,435
Proceeds from note payable - related party		-			-			60,000
Principle payments on notes payable - related party		-			(60,000	)		(60,000	)
Net cash provided by financing activities		115,405			80,000			570,435
Net increase (decrease) in cash and cash equivalents		(25,377	)		(5,870	)		140,844
Cash and cash equivalents at beginning of year		166,221			10,000			-
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	140,844		$	4,130		$	140,844
SUPPLEMENTAL DISCLOSURES
Cash operating activities:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

The accompanying notes are an integral part of these financial statements.

F-17

NP Capital Corp

(A development stage Company)

Notes to Financial Statements

October 31, 2007

(UNAUDITED)

1. Nature of Operations

NP Capital Corp. a development stage Company  and a Delaware corporation (the "Company”), is a renewable energy company focused on the development and commercialization of solar energy products and technologies for a wide range of applications including power production for solar parks, commercial buildings and residential homes.  The Company’s inception was June 20, 2006 and to date we have generated no revenues from operations.

We intend to enter into supply agreement(s) with leading manufacturers of solar electric power products and technologies which directly convert sunlight into electricity. We are seeking solar cells that have the highest conversion efficiency, a measurement of the amount of sunlight converted by the solar cell into electricity, available for the mass market.

We will then offer the solar power products including solar cells, solar panels and inverters which convert sunlight to electricity compatible with the utility network. Our initial solar sales efforts will be focused on residential and commercial applications where the high performance or our selected solar power products will provide compelling customer benefits. We will sell our products in many countries, principally in regions where government incentives have accelerated solar power adoption.

In addition, we have targeted several sectors of the solar products, technology and operations markets as potential areas of interest for acquisitions, marketing agreements and other business partnership opportunities with the potential to support our expansion of our business.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Financial Instruments

The Company's financial instruments consist primarily of cash, accounts receivable, accounts payable, and notes receivable and payable. These financial instruments are stated at their respective carrying values, which approximate their fair values.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The reported amounts of revenues and expenses during the reporting period may be affected by the estimates and assumptions we are required to make. Estimates that are critical to the accompanying d financial statements arise from our belief that we will secure an adequate amount of cash to continue as a going concern, that our allowance for doubtful accounts is adequate to cover potential losses in our receivable portfolio, that all long-lived assets are recoverable. In addition, the determination and valuation of derivative financial instruments is a significant estimate. The markets for our products are characterized by intense competition, rapid technological development, evolving standards, short product life cycles and price competition, all of which could impact the future realization of our assets. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary. It is at least reasonably possible that our estimates could change in the near term with respect to these matters.

F-18

Revenue Recognition

The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”). The Company generates revenue from the sale of photovoltaic panels, photovoltaic roofing systems, balance of system products, and management system products to our dealers or other parties. The Company anticipates it will  not perform any installations. SAB 104 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the seller's price to the buyer is fixed and determinable; and (4) collectibility is reasonably assured. Amounts billed or received from customers in advance of performance are recorded as deferred revenue.

Allowance for Doubtful Accounts

The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. There were no accounts receivable presented net of the allowance for doubtful accounts. Due to the lack of accounts receivable balance at October 31, 2007 and 2006, respectively, there was no allowance for doubtful accounts at either of the respective quarter end dates.

Warranty Reserves

Due to the fact that the company made no shipments made during the year ended July 31, 2007 or the quarter ended October 31, 2007, the Company did not recognize warranty expense, and accordingly, as of October 31, 2007 there was no warranty reserve. It is customary in the Company's business and industry to warrant or guarantee the performance of  photovoltaic roofing products at certain levels of conversion efficiency for extended periods, up to  25 years. It is also customary to warrant or guarantee the functionality of  inverters and balance of systems for 10 years. The Company  therefore plans to maintain warranty reserves based on 0.5 % of revenue upon shipment of product to customers as a component of cost of sales to cover the potential liability that could arise from these guarantees. The Company's potential liability is generally in the form of product replacement. As necessary, the Company's warranty reserve will also include specific accruals for known product issues and an accrual for an estimate of incurred but not reported product issues based on industry loss information.

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash on deposit, certificates of deposit, and money market accounts that are readily convertible into cash. These are purchased with original maturities of three months or less.

Inventory

Inventories will consist of photovoltaic cell, solar panels and other component material for specific customer orders and spare parts, and are valued at lower of cost (first-in, first-out) or market. Management provides a reserve to reduce inventory to its net realizable value. Certain factors could impact the realizable value of  inventory, so management continually evaluates the recoverability based on assumptions about customer demand and market conditions. The evaluation may take into consideration expected demand, new product development, the effect new products might have on the sale of existing products, product obsolescence, and other factors. The reserve or write-down is equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory reserves or write-downs may be required. If actual market conditions are more favorable, reserves or write-downs may be reversed.  There are currently no inventories as of October 31, 2007.

Fixed Assets

Equipment and improvements are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of equipment and improvements are provided over the estimated useful lives of the assets, or the related lease terms if shorter, by the straight-line method. Useful lives range as follows:

Computers and networks	3 years
Machinery and equipment	5-7 years
Furniture and fixtures	5-7 years
Leasehold improvements	Lesser of lease term or useful life of asset

Expenditures for maintenance and repairs are charged to operations.  There are currently no fixed assets as of October 31, 2007.

Long-Lived Assets and Impairment

Statement of Financial Accounting Standards (SFAS) 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" requires that long-lived assets, including certain identifiable intangibles, be reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets in question may not be recoverable. As of October 31, 2007, we had no Long Lived Assets.  The Note Receivable Related Party for $68,100 is considered current assuming all discounts will be taken and paid in the current 12 months time frame to effect the discounts.

Stock-Based Compensation

We have adopted the fair value recognition provisions of SFAS No. 123(R), using the modified prospective application transition method.   Under the fair value recognition provisions of SFAS No. 123(R), we recognize stock-based compensation net of an estimated forfeiture rate and only recognize compensation cost for those shares expected to vest over the requisite service period of the award.   The Company issues stock as compensation for services at the current market fair value.

           We account for equity instruments issued for services based on the fair value of the consideration received or the fair value of the equity instruments, whichever is more reliably measurable. Stock based compensation was determined using the fair value of the services performed due to the lack of historical fair value of the equity instruments.

Determining the appropriate fair value model and calculating the fair value of share-based payment awards require the input of highly subjective assumptions, including the expected life of the share-based payment awards and stock price volatility. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future. In addition, we are required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. If our actual forfeiture rate is materially different from our estimate, the stock-based compensation expense could be significantly different from what we have recorded in the current period.

F-19

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Foreign Currency

Gains and losses from foreign exchange transactions are included in the  statements of operations and are not significant.

Basic and Diluted Net Loss per Share

Basic net loss per share is computed by dividing the loss for the period by the weighted average number of common shares outstanding for the period. Fully diluted loss per share reflects the potential dilution of securities by including other potential issuances of common stock, including shares to be issued upon exercise of stock options and warrants, in the weighted average number of shares of common stock outstanding for a period and is not presented where the effect is anti-dilutive.

Concentrations of Credit Risk 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments and trade accounts receivable. The Company maintains cash balances at a financial institution in Ponte Vedra, Florida . Accounts at these institutions are secured by the Federal Deposit Insurance Corporation up to $100,000. At times, balances may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to any significant credit risk with respect to its cash and cash equivalents.

3. Recent Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140 , to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133,  Accounting for Derivative Instruments and Hedging Activities , to permit fair value measurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140,  Accounting for the Impairment or Disposal of Long-Lived Assets , to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. This standard is not expected to have a material effect on the Company's future reported financial position or results of operations.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109  (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in tax positions and requires that a Company recognize in its financial statements the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006. The adoption of FIN 48 is not expected to have a material effect on the Company's future reported financial position or results of operations.  

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 provides guidance on the definition of fair value, methods to measure fair value, and expanded disclosures of fair value. SFAS No. 157 is effective as of the first interim or annual reporting period that begins after November 15, 2007. Accordingly, the Company will adopt SFAS No. 157 in its three months ending May 31, 2008. The Company is currently evaluating the provisions of SFAS No. 157 and has not yet determined the impact, if any, that SFAS No. 157 will have on its financial statement presentation or disclosures.

F-20

In February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” which allows companies the option to measure certain financial instruments and other items at fair value. The provisions of SFAS No. 159 are effective as of the beginning of fiscal years beginning after November 15, 2007. We are currently evaluating the impact, if any, this statement will have on our financial statements.

4. Note Receivable – related party

The Company has a Note receivable- related party from a company controlled by an affiliate of the Company as discussed in Note 8.  The remaining note is for $68,100 and payable over a 24 month period plus interest of 6% per annum and has been estimated at its fair value. Discounts to the principal on the note if paid early have been accounted for and result as a loss on sale in the amount of $11,400.

5. Other Accrued Liabilities

Other accrued liabilities consist of the following as of October 31, 2007:

Professional and other expenses	$	4,174
Salaries and wages expense		11,674
	$	15,848

6. Stockholders' Equity

Common Stock

The Company's authorized capital stock consists of 15,000,000 common shares, $0.001 par value per share. 10,490,256 shares of common stock are issued and outstanding as of October 31, 2007.

During the year ending July 31, 2007 the Company issued 5,400,000 shares of common stock to founders of the Company.  Also during the year ending July 31, 2007 there were 403,000 shares of common stock issued for services to the Company worth $13,050.  In a series of cash transactions during the year ending July 31, 2007 981,715 shares of common stock were issued in a private placement for $343,555.  The Company also sold in a private placement $111,475 worth of common stock payable as of July 31, 2007 at a price of $0.35 per share.

During the three months ending October 31, 2007, 329,728 shares of common stock were sold in a private placement for $115,405, net of wire fees.  Also during the period there were 7,314 shares of common stock issued for services.  The Company issued 3,050,000 shares of common stock as compensation to employees at a value of $0.35 or $1,067,050.

Warrants

As of July 31 and October 31, 2007, warrants to purchase 981,715 and 648,227 shares, respectively of our common stock were granted in connection with the private placement as discussed above and as follows:

Number of Shares of Common Stock	Exercise Price	Expiration Date
981,715	$.70	July, 2009
648,227	$.70	August, 2009

F-21

7. Commitments and Contingencies

Operating Leases

The Company entered into a new lease agreement during October 2007, starting December 1, 2007 and will allow the current lease to expire as of December 31, 2007.  The Company and conducts all of its operations from a leased facility. The leases is for a 15 month term and, contains annual escalation clauses and provides for renewal after the expiration of the initial term  Management expects that in the normal course of business this lease will be renewed or replaced by other lease(s). The lease expires on January 31, 2009.

The following is a schedule by years of future minimum rental payments required under operating leases that have initial or remaining noncancelable lease terms in excess of one year as of October 31, 2007:

Remaining months as for the calendar year ending December 31, 2007	$	4,188
2008		25,125
2009		2,094
2010		0
	$	31,407

Rent expense was $500 and $0 for the three months ended October 31, 2007 and 2006, respectively.

Agreements for investor relations services

The Company has not committed to an agreement for investor relations' and public relations services.

Management services

The Company has no employment  or consulting agreements.  .

Supply of Materials

There is currently an industry-wide shortage of semi-conductor grade silicon, an essential raw material in the production of certain of the Company's primary products. Continued shortages of silicon and other products used in the manufacture of the Company's products may result in significant price increases or the Company's inability to obtain needed raw materials on a timely basis, which could result in delays in manufacturing and adversely affect gross margins and results of operations.

Dependence on Limited Number of Suppliers

The Company intends to buy the majority of certain materials and components or systems used to install  its products from a very limited number of suppliers. The loss of one of these suppliers or a significant reduction in product availability from a principal supplier could have a material adverse effect on the Company's results of operations.

F-22

8. Related Party Transactions

In fiscal year 2006, the Company entered into a note receivable to a related party of the executive management named Fundstech Corp.  The note was in the amount of $30,000 and was paid back within a 30 day period.

During fiscal 2007, the Company entered into a convertible debenture with Envortus Inc, a company that the officers and board members of NP Capital had ownership, officer positions and board positions in. Under the terms of the convertible debenture, NP Capital forwarded a total of $134,500 to Envortus Inc which was repaid to NP Capital pursuant to an agreement, as later amended, to sell the convertible debenture to a company controlled by NP Capital a shareholder, officer and board member, Paul Cox. In addition to cash payments of $55,000 to NP Capital, in exchange for the completion of the sale of the convertible debenture, a Note payable to NP Capital, see Note 4, was put in place, such Note subject to certain payment terms and conditions. Mr Cox remains a shareholder, board member and officer of Envortus Inc. The remaining note is for $68,100 and payable over a 24 month period plus interest of 6% per annum and has been estimated at its fair value. Discounts to the principal on the note if paid early have been accounted for and result as a loss on sale in the amount of $11,400.

In a related agreement, the shares of Envortus Inc that were owned by David Fann and Michael Dodak became subject to a optional purchase agreement whereby the company controlled by Paul Cox has the right to purchase the shares that David Fann and Mike Dodak had in Envortus Inc.

During the private placement, discussed in Note 6, the following equity transactions occurred from March 2007 to July 2007:

In March 2007 4,500 shares of common stock at $0.35 and 4,500 common stock purchase warrants with an exercise price of $0.75, were issued to related parties of the Company.

In March 2007 1,500 shares of common stock at $0.35 and 1,500 common stock purchase warrants with an exercise price of $0.75, were issued to an officer of the Company.

In May 2007 57,143 shares of common stock at $0.35 and 57,143 common stock purchase warrants with an exercise price of $0.75, were issued to a related party of the Company.

During fiscal 2007, we paid $22,500 in consulting fees to David Fann. During fiscal 2007 we paid $10,000 to DFW Consulting for services rendered. David Fann owns 100% of DFW Consulting.

During fiscal 2007, we paid $0 consulting fees to Michael Dodak. During this same time period we paid $32,500 to Photographic Exploration, a company 50% owned by Mr. Dodak.

During fiscal 2007, we paid $60,000 consulting fees to Paul Cox.

During the three months ending October 31, 2007 we paid $4,000 of consulting fees to David Surette, $2,000 of which were paid for with 5,174 shares of common stock.

During the three months ending October 31, 2007 the following stock valued at $1,067,500 was issued for management compensation:

Brad Holt, CEO	1,800,000
Isabella Christensen	500,000
Dell Jones	500,000
David Surette	250,000

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9. Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.  There are no deferred tax assets or liabilities currently and therefore no basis for determining any benefit or loss.

10. Subsequent Events

In November of 2007, NP Capital and Bangkok Solar Co., Ltd agreed to sell to NP Capital solar panels as soon as the panels have received UL approval. The terms include the ability to purchase up to 20 Mega Watts at favorable pricing during 2008. A formal agreement is anticipated to be signed during the month of January, 2008

NP Capital is negotiating with at least two solar installation companies to purchase substantially all of their assets and assume certain liabilities for a combination of cash and stock.

F-24

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Section 145 of the General Corporation Law of the State of Delaware, we can indemnify our directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).  Our by laws provides that we shall indemnify our directors and officers against all claims and liability by reason of serving as a director or officer. We are required to reimburse all legal expenses incurred by any director or officer in connection with that proceeding, however it shall be within the discretion of the Board of Directors whether to advance any funds in advance of disposition of any action, suite or proceeding.  We are not, however, required to reimburse any legal expenses in connection with any proceeding if a determination is made that the director or officer did not act in good faith or in a manner reasonably believed to be in our best interests. This provision in the by laws does not eliminate the duty of care, and in appropriate circumstances equitable remedies such as injunctive or other forms of nonmonetary relief will remain available under Delaware law.  In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to us or our stockholders, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of the law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law.  The provision also does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, if any, payable by the Registrant relating to the sale of common stock being registered.  All amounts are estimates except the SEC registration fee.

SEC registration fee	$	70.50
Printing and engraving expenses		10,000.00
Legal fees and expenses		50,000.00
Accounting fees and expenses		25,000.00
Miscellaneous expenses		5,000.00
Total	$	90,070.50

The Registrant has agreed to bear expenses incurred by the selling stockholders that relate to the registration of the shares of common stock being offered and sold by the selling stockholders.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

During the year ending July 31, 2007 the Company issued 5,400,000 shares of common stock to founders of the Company.

Also during the year ending July 31, 2007 there were 403,000 shares of common stock issued for services to the Company worth $13,050.

In a series of cash transactions during the year ending July 31, 2007, 981,715 shares of common stock were issued in a private placement for $343,555, net of wire fees.

During the quarter ending October 31, 2007, 648,227 shares of common stock were issued in a private placement for $226,880, net of wire fees.

Also during the quarter there were 7,314 shares of common stock issued for services.

The Company issued 3,050,000 shares of common stock as compensation to employees at a value of $0.35 or $1,067,050.

* All of the above offerings and sales were deemed to be exempt under Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates of the Company or executive officers of the Company, and transfer was restricted by the Company in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. Furthermore, all of the above-referenced persons were provided with access to our Securities and Exchange Commission filings.

Except as expressly set forth above, the individuals and entities to whom we issued securities as indicated in this section of the registration statement are unaffiliated with us.

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ITEM 27. EXHIBITS.

Exhibit Number	Description of Exhibit
3.1	Certificate of Incorporation.
3.2	By-Laws.
3.3	Certificate of Amendment dated August 2, 2006
3.4	Certificate of Amendment dated February 2, 2007
4.1	0784655 B.C. LTD Note instrument.
4.2	Amended Convertible Debenture Purchase and Sale Agreement between 0784655 B.C. LTD, Envortus and the Company.
5.1	Opinion of Sichenzia Ross Friedman Ference LLP
23.1	Consent of LL Bradford & COMPANY, LLC
23.2	Consent of Sichenzia Ross Friedman Ference LLP (contained in Exhibit 5.1)

ITEM 28. UNDERTAKINGS.

The undersigned Company hereby undertakes to:

(1) File, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement, and

(iii) Include any additional or changed material information on the plan of distribution.

(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(4) For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

(iv) Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorizes this registration statement to be signed on its behalf by the undersigned, in Ponte Vedra Beach, Florida, on December 17, 2007.

NP CAPITAL  CORP.
By:	/s/  Bradley Holt
	Bradley Holt
	(Principal Executive Officer)

By:	/s/ David Surette
	David Surette
	Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated: Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

SIGNATURE	TITLE	DATE
/s/ Bradley Holt Bradley Holt	Chief Executive Officer (Principal Executive Officer)	December 17, 2007
/s/ David Surette David Surette	Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)	December 17, 2007
/s/ David Fann David Fann	Director	December 17, 2007
/s/ Michael Dodak Michael Dodak	Director	December 17, 2007

Paul Cox Director      December 17, 2007

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EX-3.1

Exhibit 3.1

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:23 PM 06/20/2006

FILED 04:20 PM 06/20/2006

SW 060593390 - 4178149 FILE

CERTIFICATE OF INCORPORATION

OF

NP CAPITAL CORP

FIRST: The name of the corporation is NP Capital Corp (the "Corporation").

SECOND: The address of the Corporation's registered office in Delaware is 222 Delaware Avenue, 9th Floor, Wilmington, New Castle County, Delaware, 19801. The Corporation's registered agent at that address shall be The Delaware Corporation Agency, Inc.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 3,000 shares of common stock, $.01 par value.

FIFH: The name and mailing address of the incorporator is Dianna. L. Cahill, P.O. Box 25130, Wilmington, Delaware 19899.

SIXTH: hi addition to the powers conferred under the General Corporation Law, the board of directors shall have power to adopt, amend, or repeal the by-laws of the Corporation.

SEVENTH: Subject to any contrary provision of the General Corporation Law, the books of the Corporation may be kept at such place or places, within or without the State of Delaware, as may be designated from time to time by the board of directors or in the by-laws of the corporation.

EIGHTH: The election of directors need not be by written ballot unless the by-laws of the Corporation shall so provide. The initial directors, who shall serve until the first annual meeting of the stockholders, shall be:

Paul Cox	David Fann	Michael Dodak
207-1425 Marine Drive	1.57 North Cove Drive	165 Woodlands Creek Drive
West Vancouver, BC	Ponte Vedra, 32082	Ponte Vedra Beach, FL 32082
Canada V7T 1B9

NINTH: To the fullest extent permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware, as amended from time to time, or in analogous provisions of successor law, there shall be no liability on any part of any director of the Corporation to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to or at the time of such repeal or modification.

IN WITNESS WHEREOF, the undersigned has executed this document on June 20th, 2006.

By: /s/  Dianna L. Cahill, Authorized Person

EX-3.2

Exhibit 3.2

BY-LAWS

OF

NP CAPITAL CORP

ARTICLE I

OFFICES

Section 1.1. Registered office. The registered office shall be as set forth in the corporation's certificate of incorporation.

Section 1.2. Other offices. The corporation may also have offices at such other places both within and without Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1. Location of meetings. Meetings of stockholders for any purpose may be held at such time and place, within or without Delaware, as may be fixed by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof. The board of directors may, in its sole discretion, determine the stockholders meetings be held solely by means of remote communication as authorized by Delaware statute.

Section 2.2. Time of annual meeting. The first annual meeting of stockholders shall be held within 60 days of the first issuance of shares. Thereafter, annual meetings of stockholders, shall be held on the third Wednesday of the third month following the close of the fiscal year if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A.M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 2.3. Notice of annual meeting. Written notice of the annual meeting stating the place, date and hour of the meeting or, if such meeting shall be held by remote communication, the date, hour and means of remote communication by which stockholders and proxy holders shall be deemed to be present and in person and by which they may vote, shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 2.4. Stockholder list. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing in these by-laws shall require the corporation to provide electronic mail addresses or other electronic mail information as a part of such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten days prior to the meeting, (i) on a reasonably accessible electronic network, provided that information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. If the meeting is to be held at a physical location, then the list shall also be produced and kept at the meeting location, for the duration of the meeting, and may be inspected by any stockholder who is present. If the list is maintained on a reasonably accessible electronic network in accordance with (i) above, it shall be open to the examination of any stockholder during the duration of the meeting.

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Section 2.5. Special meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 2.6. Notice of special meetings. Written notice of a special meeting stating the place, if any, date and hour of the meeting and, if applicable, the means of remote communication by which stockholders and proxy holders shall be deemed to be present and vote at such meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than fifty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 2.7. Business transacted at special meetings. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 2.8. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than the announcement at the meeting, until a quorum shall be present. At such adjourned meeting, at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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Section 2.9. Majority vote. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 2.10. One vote per share. Each stockholder shall, at every meeting of the stockholders, be entitled to one vote in person for each share of the capital stock having voting power held by such stockholder.

Section 2.11. Action by written consent. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, the meeting and vote of stockholders may be dispensed with if one or more consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and delivered to the corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which the proceedings of minutes of meetings of stockholders are recorded. If, pursuant to this provision, corporate action is taken without a meeting by less than unanimous written consent, prompt notice of the taking of such action shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date therefor had been the date consents signed by a sufficient number of holders to take the action were delivered to the corporation as required by statute and these bylaws. Procedures for consenting to corporate action by electronic transmission shall be governed by statute.

Section 2.12. Advance notice of business at Annual Meetings. At an annual meeting of stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors, (b) otherwise properly brought before the meeting by or at the direction of the board of directors, or (c) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before the meeting by a stockholder, the stockholder must have given timely notice thereof in thereof in writing to the secretary of the corporation. To be timely, a stockholder's notice must be delivered or mailed and received at the principal executive offices of the corporation, not less than 60 days nor more than 90 days prior to the meeting; provided, however, that in the event that less than 70 days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, "timely notice" shall require that such notice be received not later than the close of business on the 10^th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. Such stockholder's notice shall set forth, as to each matter the stockholder desires to be brought before the annual meeting, (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (c) the class and number of shares of the corporation which are beneficially owned by the stockholder, and (d) any material interest of the stockholder in such business. Notwithstanding anything in these by-laws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this section 2.12. The chairman of the annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 2.12, and if he or she should so determine, he or she shall so declare to the meeting and nay such business not properly brought before the meeting shall not be transacted.

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ARTICLE III

DIRECTORS

Section 3.1. Number; election; qualifications. The number of directors that shall constitute the whole board shall be such number as shall be determined from time to time by resolution of the board of directors.

The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3.2, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 3.2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships or to replace the directors chosen by the directors then in office.

Section 3.3. Management of business. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

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MEETINGS OF THE BOARD OF DIRECTORS

Section 3.4. Location. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 3.5. Initial meeting. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present.

In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 3.6. Regular meetings. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be detelinined by the board.

Section 3.7. Special meetings. Special meetings of the board may be called by the president on two days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

Section 3.8. Quorum. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.9. Telephonic meetings. Members of the board of directors, or any committee designated by the Board, may participate in a meeting of such Board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to these by-laws shall constitute presence in person at such meeting.

Section 3.10. Action by Written Consent. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or peiniitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings and copies or transcripts of the electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee; provided that such filing may be maintained in electronic form if the records of all meeting minutes are so maintained.

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COMMITTEES OF DIRECTORS

Section 3.11. Authority of committees. The board of directors may designate one or more committees, each committee to consist of one or more directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Any such committee, to the extent provided in the authorizing resolution, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; provided, however, that no committee shall have power or authority in reference to the following matters: (i) approving, adopting or recommending to the stockholders any action or matter expressly required by statute to be submitted to stockholders for approval, or (ii) adopting, amending or repealing any portion of these by-laws.

Section 3.12. Committee minutes. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 3.13. Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

NOTICES

Section 4.1. Method of notice. Whenever under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at the stockholder's address as it appears on the records of the corporation, with postage thereon prepaid, or by electronic transmission, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail or, in the case of electronic transmission, as provided by statute. Notice to directors may also be personally delivered, or given by telegram or facsimile.

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Section 4.2. Waiver. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof by electronic transmission or in writing, by or signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 5.1. Offices Created. The officers of the corporation shall be chosen by the board of directors and shall be a president, a secretary and a treasurer. The board of directors may also choose vice-presidents or assistant vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 5.2. Appointment of Other Officers. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, a secretary and a treasurer and such other officers as the board deems appropriate.

Section 5.3. Other Appointments. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 5.4. Compensation. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Any payments made to an officer of the corporation such as salary, commission, bonus, interest or rent, or entertainment expenses incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the

corporation to the full extent of such disallowance. It shall be the duty of the directors, as

a board, to enforce payment of each such amount disallowed. In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.

Section 5.5. Term. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed, with or without cause, at any time by the affirmative vote of a majority of the board of directors. The board of directors shall fill any vacancy occurring in any office of the corporation.

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THE PRESIDENT

Section 5.6. General duties. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 5.7. Authority to execute contracts. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 5.8. Duties of vice-president. In the absence of the president or in the event of the president's inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated, or in the absence of any designation, then in the order of their election), if any, shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 5.9. Duties of secretary. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 5.10. Duties of assistant secretaries. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

8

THE TREASURER AND ASSISTANT TREASURERS

Section 5.11. Duties of treasurer. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 5.12. Disbursement of funds. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 5.13. Bond. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the treasurer 's office and for the restoration to the corporation, in case of the treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the corporation.

Section 14. Assistant treasurers. The assistant treasurer, or if there shall be more than one, the assistant treasurers, in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

INDEMNIFICATION

Section 6.1. Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person. The corporation shall be required to indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the board of directors of the corporation.

9

Section 6.2. Prepayment of Expenses. The corporation shall pay the expenses incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3. Claims. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law and these by-laws.

Section 6.4. Non-Exclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 6.5. Other Indemnification. The corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

Section 6.6. Amendment or Repeal. Any amendment, repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person with respect to any act or omission occurring prior to the time of such amendment, repeal or modification.

ARTICLE VII

CERTIFICATES OF STOCK

Section 7.1. Requirements. Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate before such certificate is issued shall cease to hold such office or position at the time of issuance and delivery of the certificate, such certificate may be

issued by the corporation and such signature shall remain valid as if such officer, transfer agent or registrar continued to hold such office or title at the date of issue.

10

Section 7.2. Countersignature. Where a certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation or its employee, any other signature on the certificate may be a facsimile.

Section 7.3. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative to advertise the same in such manner as it shall be required and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 7.4. Transfers of stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 7.5. Record date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution of allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix a record date, which shall be not more than sixty nor less than ten days before the date of such meeting, more than ten days after the date upon which the board of directors

adopts a resolution fixing a record date for actions by written consent nor more than sixty

days prior to any other action. In no event shall the record date precede the date of adoption of the resolution fixing such record date. If no record date is fixed by the board of directors, the record date shall be fixed as provided by statue. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 7.6. Registered stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered in its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

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ARTICLE VIII

GENERAL PROVISIONS

Section 8.1. Declaration of dividends. Dividends upon the capital stock of the corporation, subject to the applicable provisions, if any, of the certificate of incorporation and the Delaware General Corporation Law, may be declared by the board of directors at any regular or special meeting, pursuant to and in accordance with applicable law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 8.2. Establishment of reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 8.3. Contracts. In addition to, and specifically not in limitation of, such authority as may be granted to them under the General Corporation Law of the State of Delaware, as amended from time to time, the board of directors may authorize any officer or officers or any agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.

Section 8.4. Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

Section 8.5. Fiscal year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 8.6. Seal. The corporate seal shall have inscribed thereon the words "Corporate Seal, Delaware" and may include the name of the corporation and the year of its organization. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. The corporation may adopt for any transaction, without the specific leave of the directors, a seal which is different from its customary and usual seal; and it shall be sufficient in any document requiring the seal of the corporation if the officer executing such document on behalf of the corporation, being authorized to do so, writes or prints the word "Seal" or makes some similar mark.

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ARTICLE IX

AMENDMENTS

Section 9.1. Procedure. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting.

13

EX-3.3

Exhibit 3.3

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:18 AM 08/02/2006

Filed 11:10 AM 08/02/2006

SRV 060724211 – 4178149 File

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

NP CAPITAL CORP

 The Corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

 FIRST: That at a meeting of the Board of Directors of NP Capital Corp (“Corporation”) resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said Corporation for the consideration thereof. The resolution setting forth the proposed amendment is as follows:

 RESOLVED, that, having received consent from the shareholders witnessed by the shareholders vote, that the Certificate of Incorporation of this Corporation be amended by changing the Article thereof numbered “Forth” so that, as amended, said Article shall be and read as follows:

 FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 6,000,000 shares of common stock, at $ .001 par value.

 SECOND: That, pursuant to resolution of its Board of Directors, a stockholders vote of said Corporation was carried out by written consent in accordance with Section 288 of the General Corporation Law of the State of Delaware, by which shareholder vote the necessary number of shares as required by statute were voted as in favor of the amendment.

 THIRD: That said amendment was duly adopted in accordance with the provisions od Section 242 of the General Corporation Law of the State of Delaware.

 IN THE WITNESS WHEREOF, said Corporation has caused this certificate to be signed this 21^st  day of July, 2006.

  PAUL COX. PRE

EX-3.4

Exhibit 3.4

State of Delaware

Secretary of State

           Division of Corporations

           Delivered 07:52 PM 02/02/2007

           Filed 06:47 PM 02/02/2007

           SRV 070121754 – 4178149 File

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

NP CAPITAL CORP

 The Corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

 FIRST: That at a meeting of the Board of Directors of NP Capital Corp (“Corporation”) resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said Corporation for the consideration thereof. The resolution setting forth the proposed amendment is as follows:

 RESOLVED, that, having received consent from the shareholders witnessed by the shareholders vote, that the Certificate of Incorporation of this Corporation be amended by changing the Article thereof numbered “Forth” so that, as amended, said Article shall be and read as follows:

 FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 15,000,000 shares of common stock, at $ .001 par value.

 SECOND: That, pursuant to resolution of its Board of Directors, a stockholders vote of said Corporation was carried out by written consent in accordance with Section 288 of the General Corporation Law of the State of Delaware, by which shareholder vote the necessary number of shares as required by statute were voted as in favor of the amendment.

 THIRD: That said amendment was duly adopted in accordance with the provisions od Section 242 of the General Corporation Law of the State of Delaware.

 IN THE WITNESS WHEREOF, said Corporation has caused this certificate to be signed this 9^th day of January, 2007.

 PAUL COX. PRESIDENT

EX-4.1

Exhibit 4.1

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS TI-IIS NOTE IS REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR ANY SUCH OFFER, SALE OR TRANSFER IS MADE UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

PROMISSORY NOTE

 US$97,500  JULY 20, 2007

FOR VALUE RECEIVED and in full satisfaction of debt pursuant to a Convertible Debenture Purchase and Sale Agreement dated March 14, 2007, the undersigned promises to pay to the order of NP CAPITAL CORP., the principal sum of $97,500 in lawful money of the United States, with interest as described in Schedule "A" to this Promissory Note ("Note") and to be repaid according to Schedule "B" (the "Repayment Schedule") to this Note. However, the undersigned will receive a discount for early payment, and an option of Alternate Repayment of the Promissory Note, both as set out in Schedule "C" to this Note, which modifies the Repayment Schedule.

The undersigned, when not in default hereunder, will have the privilege of prepaying in whole or in part the principal sum, together with interest accrued to the date of such payment, without notice or bonus,

The undersigned acknowledges and agrees that further terms to this Note arc set out in Schedule "D" hereto.

THIS PROMISSORY NOTE IS NOT A NEGOTIABLE INSTRUMENT.

Authorized Signatory

/s/

Name

Title 

Accepted:

 NP CAPITAL CORP.

/s/

Authorized Signatory

1

Schedule "A"

Calculation and Payment of Interest

Interest on the unpaid principal balance hereofwill be calculated as follows:

1.6% annual simple interest, paid every six months. The interest is to be calculated on the remaining outstanding Principal as of one day before the interest and principal bi-annual payment is made.

2.There is no penalty for early payment.

3. 110784655 B.C. LTD fails to make a payment, and provided the Note has not otherwise been paid, the amount remaining unpaid will continue to accrue annual simple interest.

2

Schedule "B"

Repayment Table

The Principal of $97,500, less the discount set out in Schedule C 1.0, hereto (the "Principal") plus interest calculated pursuant to Schedule "A" above ("Interest") shall be repaid by 0784655 B.C. LTD to NP Capital Corp. on the dates and in the amounts provided in the table, below unless otherwise paid or altered by the provisions of Schedule "C" to this Note:

Payment	Date of Payment
$10,000 plus Interest	6 months after Closing Date
$17,240 plus Interest	12 months after Closing Date
$31,780 plus Interest	1.8 months after Closing Date
$31,780 plus Interest	24 months after Closing Date

3

Schedule "C"

Discounts and Alternative Repayment

1.0 Discount for outstanding receivables:

NP Capital Corp. and 0784655 B,C. L fll agree that the principal sum amount of the Note shall hereby be discounted by $6,700, thus adjusting the total payable amount of this Promissory Note to $90,800. Any other discounts or alternative repayments set out in this Note shall be applied to this discounted principal sum total of $90,800.

2,0 Discount for Early Payment

NP Capital Corp. and 0784655 B.C. LTD agree that:

(a) if, within 90 days from the Closing Date, 0784655 B.C. LTD pays $68,100 to NP Capital Corp., then the entire amount of the Principal and Interest owing under this Note will be forgiven and 0784655 B.C. LTD's obligation under this Agreement will be paid in full;

(a)   if, within 180 days from the Closing Date, 0784655 B.C. LTD pays $72,640 to NP Capital Corp., then the entire amount of the Principal and Interest owing under this Note will be forgiven and 0784655 B.C. LTD's obligation under this Note will be paid in full; and,

(b)   if, within 270 days from the Closing Date, 0784655 B.C. LTD pays $77,180 to NP Capital Corp., then the entire amount of the Principal and Interest owing under this Note will be forgiven and 0784655 B.C. LTD's obligation under this Note will be paid in full.

3.0 Alternate Repayment of the Promissory Note

NP Capital Corp. acknowledges and agrees that it will use its best efforts to have the common shares of its capital stock quoted on the OTC BB (becoming an "OTC BB company"). If NP Capital Corp. does not become an OTC BB company within eighteen (18) months of the date of this Note, then 0784655

B.C. Ltd. has the option of calling for full reimbursement of this Note through the transfer by Paul Cox of a number of NP Capital Corp. common shares owned by Paul Cox, calculated as follows: the outstanding amount of the Note, including principal and interest, remaining due divided by the NP Capital Corp. common share price, such share price being the greater of a) $0.35 per share or; b) the last priced used to raise funds from third parties into NP Capital Corp.

4

Schedule "D"

Further Terms

Assignment by Borrower

This Note will be binding upon and inure to the benefit of the parties and their successors and permitted assigns. 0784655 B.C. LTD may assign its rights under this Agreement without notice to or authorization from NP Capital Corp.

Resignation of David Farm.

NP Capita! Corp. and 0784655 B.C. LTD understand that within five business days of the delivery of this Note, David Farm will resign from the board of directors of Envortus Inc and any officer positions held at Envortus Inc and will submit his resignation to Envortus Inc in a form substantially similar to Exhibit "A" to this Note.

5

EX-4.2

Exhibit 4.2

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS TI-IIS NOTE IS REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR ANY SUCH OFFER, SALE OR TRANSFER IS MADE UNDER AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

PROMISSORY NOTE

US$97,500             0;              JULY 20, 2007

FOR VALUE RECEIVED and in full satisfaction of debt pursuant to a Convertible Debenture Purchase and Sale Agreement dated March 14, 2007, the undersigned promises to pay to the order of NP CAPITAL CORP., the principal sum of $97,500 in lawful money of the United States, with interest as described in Schedule "A" to this Promissory Note ("Note") and to be repaid according to Schedule "B" (the "Repayment Schedule") to this Note. However, the undersigned will receive a discount for early payment, and an option of Alternate Repayment of the Promissory Note, both as set out in Schedule "C" to this Note, which modifies the Repayment Schedule.

The undersigned, when not in default hereunder, will have the privilege of prepaying in whole or in part the principal sum, together with interest accrued to the date of such payment, without notice or bonus,

The undersigned acknowledges and agrees that further terms to this Note arc set out in Schedule "D" hereto_

THIS PROMISSORY NOTE IS NOT A NEGOTIABLE INSTRUMENT.

/s/

Authorized Signatory

Accepted:

 NP CAPITAL CORP.

/s/

Authorized Signatory

1

Schedule "A"

Calculation and Payment of Interest

Interest on the unpaid principal balance hereofwill be calculated as follows:

1.6% annual simple interest, paid every six months. The interest is to be calculated on the remaining outstanding Principal as of one day before the interest and principal bi-annual payment is made.

2.There is no penalty for early payment.

3. 110784655 B.C. LTD fails to make a payment, and provided the Note has not otherwise been paid, the amount remaining unpaid will continue to accrue annual simple interest.

2

Schedule "B"

Repayment Table

The Principal of $97,500, less the discount set out in Schedule C 1.0, hereto (the "Principal") plus interest calculated pursuant to Schedule "A" above ("Interest") shall be repaid by 0784655 B.C. LTD to NP Capital Corp. on the dates and in the amounts provided in the table, below unless otherwise paid or altered by the provisions of Schedule "C" to this Note:

Payment	Date of Payment
$10,000 plus Interest	6 months after Closing Date
$17,240 plus Interest	12 months after Closing Date
$31,780 plus Interest	1.8 months after Closing Date
$31,780 plus Interest	24 months after Closing Date

3

Schedule "C"

Discounts and Alternative Repayment

1.0 Discount for outstanding receivables:

NP Capital Corp. and 0784655 B,C. L fll agree that the principal sum amount of the Note shall hereby be discounted by $6,700, thus adjusting the total payable amount of this Promissory Note to $90,800. Any other discounts or alternative repayments set out in this Note shall be applied to this discounted principal sum total of $90,800.

2,0 Discount for Early Payment

NP Capital Corp. and 0784655 B.C. LTD agree that:

(a)  if, within 90 days from the Closing Date, 0784655 B.C. LTD pays $68,100 to NP Capital Corp., then the entire amount of the Principal and Interest owing under this Note will be forgiven and 0784655 B.C. LTD's obligation under this Agreement will be paid in full;

(a)   if, within 180 days from the Closing Date, 0784655 B.C. LTD pays $72,640 to NP Capital Corp., then the entire amount of the Principal and Interest owing under this Note will be forgiven and 0784655 B.C. LTD's obligation under this Note will be paid in full; and,

(b)   if, within 270 days from the Closing Date, 0784655 B.C. LTD pays $77,180 to NP Capital Corp., then the entire amount of the Principal and Interest owing under this Note will be forgiven and 0784655 B.C. LTD's obligation under this Note will be paid in full.

3.0 Alternate Repayment of the Promissory Note

NP Capital Corp. acknowledges and agrees that it will use its best efforts to have the common shares of its capital stock quoted on the OTC BB (becoming an "OTC BB company"). If NP Capital Corp. does not become an OTC BB company within eighteen (18) months of the date of this Note, then 0784655 B.C. Ltd. has the option of calling for full reimbursement of this Note through the transfer by Paul Cox of a number of NP Capital Corp. common shares owned by Paul Cox, calculated as follows: the outstanding amount of the Note, including principal and interest, remaining due divided by the NP Capital Corp. common share price, such share price being the greater of a) $0.35 per share or; b) the last priced used to raise funds from third parties into NP Capital Corp.

4

Schedule "0" Further Terms

Assignment by Borrower

This Note will be binding upon and inure to the benefit of the parties and their successors and permitted assigns. 0784655 B.C. LTD may assign its rights under this Agreement without notice to or authorization from NP Capital Corp.

Resignation of David Farm.

NP Capita! Corp. and 0784655 B.C. LTD understand that within five business days of the delivery of this Note, David Farm will resign from the board of directors of Envortus Inc and any officer positions held at Envortus Inc and will submit his resignation to Envortus Inc in a form substantially similar to Exhibit "A" to this Note.

5

EX-5.1

EXHIBIT 5.1

SICHENZIA ROSS FRIEDMAN FERENCE LLP

61 Broadway, 32 ^nd Floor

New York, NY 10006

Telephone: (212) 930-9700

Facsimile: (212) 930-9725

December 18, 2007

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

RE:           NP CAPITAL CORP.

FORM SB-2 REGISTRATION STATEMENT

Ladies and Gentlemen:

We refer to the above-captioned registration statement on Form SB-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), filed by NP Capital Corp., a Delaware corporation (the "Company"), with the Securities and Exchange Commission.

We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.

Based on our examination mentioned above, we are of the opinion that the shares of common stock presently outstanding being sold pursuant to the Registration Statement are duly authorized, legally and validly issued, fully paid and non-assessable and the shares of common stock underlying the common stock purchase warrants will be, when issued in the manner described in the Registration Statement legally and validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under "Legal Matters" in the related Prospectus. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Sichenzia Ross Friedman Ference LLP

Sichenzia Ross Friedman Ference LLP

EX-23.1

Exhibit 23.1

L.L. Bradford & Company, LLC

3441 South Eastern Avenue

Las Vegas, Nevada 89169

(702) 735-5030

December 18, 2007

U.S. Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:  NP Capital Corp – Form SB-2

Dear Sir/Madame:

As independent registered public accountants, we hereby consent to the use in this Registration Statement on Form SB-2 of our report dated October 31, 2007, relating to the financial statements of NP Capital Corp.

Sincerely,

/s/ L.L. Bradford & Company, LLC

L.L. Bradford & Company, LLC