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


FORM 10-Q

|                                                                                          | 
|----------------------------------------------------------------------------------------- | 
|x     QUARTERLY REPORT UNDER SECTION 13
 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|                                                                                          | 
|For the
 quarter ended September 30, 2008                                                
|                                                                                          | 
|o     TRANSITION REPORT UNDER SECTION 13
 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|                                                                                          | 
|For the
 transition period from _____ to _____                                           

|                                                                                     |                         
|------------------------------------------------------------------------------------ | ------------------------
|Commission File Number: 333-143645                                                  
|                                                                                    
|POWERSAFE TECHNOLOGY CORP.                                                          
|                                                                                    
|(Exact name of small business issuer as specified in its charter)                   
|                                                                                     |                         
|Delaware                                                                             | 98-0522188              
|                                                                                     |                         
|(State of incorporation)                                                             | (IRS Employer ID Number)
|                                                                                     |                         
|26 E. Hawthorne Avenue, Valley Stream, NY 11580                                     
|                                                                                    
|(Address of principal executive offices)                                            
|                                                                                     |                         
|(516) 887-8200                                                                      
|                                                                                    
|(Issuers telephone number)                                                         
|                                                                                     |                         
|                                                                                    
|(Former name, former address, and former fiscal year, if changed
 since last report)

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

Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of
large accelerated filer, accelerated filer and smaller reporting company
in Rule 12b-2 of the Exchange Act. (Check one):

|                                               |   |  |                            |  
|---------------------------------------------- | - |  | -------------------------- | -
|Large
 accelerated filer                       | o |  | Accelerated
 filer         | o
|Non-accelerated
 filer                         | o |  | Smaller
 reporting company | x
|(Do not
 check if a smaller reporting company) |   | 

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

As of November
24, 2008, 2,358,362 shares of common stock, par value $0.0001 per share, were
outstanding.

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TABLE OF CONTENTS

|                                                                                               |  |     
|---------------------------------------------------------------------------------------------- |  | ----
|                                                                                               |  | Page
|                                                                                               |  |     
|PART I                                                                                         |  |     
|Item 1.
 Financial Statements                                                                  |  | F-1 
|Item 2.
 Managements Discussion and Analysis of Financial Condition and Results of
 Operation |  | 1   
|Item 3
 Quantitative and Qualitative Disclosures About Market Risk                             |  | 4   
|Item 4
 Controls and Procedures                                                                |  | 4   
|                                                                                               |  |     
|PART II                                                                                        |  |     
|Item 1.
 Legal Proceedings                                                                     |  | 4   
|Item 1A.
 Risk Factors                                                                         |  | 4   
|Item 2.
 Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 4   
|Item 3.
 Defaults Upon Senior Securities                                                       |  | 5   
|Item 4.
 Submission of Matters to a Vote of Security Holders                                   |  | 5   
|Item 5.
 Other Information                                                                     |  | 5   
|Item 6.
 Exhibits                                                                              |  | 5   

---



PART I 
FINANCIAL INFORMATION

|        |                      
|------- | ---------------------
|Item 1. | Financial Statements.

POWERSAFE TECHNOLOGY CORP.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2008, AND 2007
(Unaudited)

| |                                                                                                                                                                                          |    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---
| | Interim
 Financial Statements-                                                                                                                                                           |    
| |                                                                                                                                                                                          |    
| | Balance Sheets as of September 30,
2008,
 and December 31, 2007                                                                                                                          | F-2
| |                                                                                                                                                                                          |    
| | Statements of Operations for the
Three
 Months Ended September 30, 2008, and 2007, Nine Months Ended September 30,
 2008, Period Ended September 30, 2007, and Cumulative from Inception | F-3
| |                                                                                                                                                                                          |    
| | Statements of Cash Flows for the Nine
 Months Ended September 30, 2008, Period Ended September 30, 2007, and
 Cumulative from Inception                                                  | F-4
| |                                                                                                                                                                                          |    
| | Notes to Financial Statements
September 30,
 2008, and 2007                                                                                                                              | F-5

F-1

---



POWERSAFE TECHNOLOGY CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS (NOTE 2)
AS OF SEPTEMBER 30, 2008, AND DECEMBER 31, 2007
(Unaudited)

|                                                                                                                                                                 |  |      |           |      |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | ---- | - | ------- | -
|                                                                                                                                                                 |  | 2008 |           | 2007 |  
|                                                                                                                                                                 |  |      |           |      |  
|ASSETS                                                                                                                                                           |  |      |           |      |   |         |  
|Current Assets:                                                                                                                                                  |  |      |           |      |   |         |  
|Cash in bank                                                                                                                                                     |  | $    |          |      | $ | 3,405   |  
|Cash in escrow account                                                                                                                                           |  |      | 11,844    |      |   |        |  
|Prepaid expenses                                                                                                                                                 |  |      | 3,349     |      |   |        |  
|                                                                                                                                                                 |  |      |           |      |   |         |  
|Total current assets                                                                                                                                             |  |      | 15,193    |      |   | 3,405   |  
|                                                                                                                                                                 |  |      |           |      |   |         |  
|Other Assets:                                                                                                                                                    |  |      |           |      |   |         |  
|Patent, net of accumulated amortization of
 $2,087 and $1,031in 2008, and 2007, respectively                                                                     |  |      | 10,479    |      |   | 11,535  |  
|Investment in Amplification Technologies,
 Inc. - Series C Preferred Stock                                                                                       |  |      | 1,317,155 |      |   |        |  
|                                                                                                                                                                 |  |      |           |      |   |         |  
|Total other assets                                                                                                                                               |  |      | 1,327,634 |      |   | 11,535  |  
|                                                                                                                                                                 |  |      |           |      |   |         |  
|Total Assets                                                                                                                                                     |  | $    | 1,342,827 |      | $ | 14,940  |  
|                                                                                                                                                                 |  |      |           |      |   |         |  
|                                                                                                                                                                 |  |      |           |      |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                             |  |      |           |      |   |         |  
|Current Liabilities:                                                                                                                                             |  |      |           |      |   |         |  
|Accounts payable - Trade                                                                                                                                         |  | $    | 56        |      | $ | 56      |  
|Accrued liabilities                                                                                                                                              |  |      | 44,163    |      |   | 6,807   |  
|Due to escrow agent                                                                                                                                              |  |      | 6,227     |      |   |        |  
|Due to related party                                                                                                                                             |  |      | 12,313    |      |   |        |  
|Due to affiliate - Amplification
 Technologies, Inc.                                                                                                             |  |      | 16,170    |      |   |        |  
|                                                                                                                                                                 |  |      |           |      |   |         |  
|Total current liabilities                                                                                                                                        |  |      | 78,929    |      |   | 6,863   |  
|                                                                                                                                                                 |  |      |           |      |   |         |  
|Total liabilities                                                                                                                                                |  |      | 78,929    |      |   | 6,863   |  
|                                                                                                                                                                 |  |      |           |      |   |         |  
|Commitments and Contingencies                                                                                                                                    |  |      |           |      |   |         |  
|                                                                                                                                                                
|Stockholders Equity:                                                                                                                                            |  |      |           |      |   |         |  
|Common stock, par value $.0001 per share,
 100,000,000 shares authorized; 2,358,362 and 5,025,000 shares issued and
 outstanding in 2008, and 2007, respectively |  |      | 235       |      |   | 503     |  
|Additional paid-in capital                                                                                                                                       |  |      | 1,417,110 |      |   | 54,346  |  
|Common stock subscribed - 13,253 shares                                                                                                                          |  |      | 12,250    |      |   |        |  
|(Deficit) accumulated during the
 development stage                                                                                                              |  |      | (165,697  | )    |   | (46,772 | )
|                                                                                                                                                                 |  |      |           |      |   |         |  
|Total stockholders equity                                                                                                                                       |  |      | 1,263,898 |      |   | 8,077   |  
|                                                                                                                                                                 |  |      |           |      |   |         |  
|Total Liabilities and Stockholders Equity                                                                                                                       |  | $    | 1,342,827 |      | $ | 14,940  |  
|                                                                                                                                                                 |  |      |           |      |   |         |  

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

F-2

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POWERSAFE TECHNOLOGY CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (NOTE 2)
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2008, THE THREE MONTHS
ENDED AND PERIOD
ENDED SEPTEMBER 30, 2007, AND CUMULATIVE FROM INCEPTION (FEBRUARY 5, 2007)
THROUGH SEPTEMBER 30, 2008
(Unaudited)

|                                                                          |  |                                   |           |                                         |   |                             |   |   |           |   |   |           |   |   |          |  
|------------------------------------------------------------------------- |  | --------------------------------- | --------- | --------------------------------------- | - | --------------------------- | - | - | --------- | - | - | --------- | - | - | -------- | -
|                                                                          |  | Three Months Ended
 September 30, |           | Nine
 Months Ended
 September 30,
 2008 |   |                             |   |   |          
|                                                                          |  |                                   |           | Period Ended
 September 30,
 2007       |   | Cumulative
 From
 Inception |  
|                                                                          |  |                                   |           |                                         |   |                            
|                                                                          |  | 2008                              |           | 2007                                    |   |                             |   |  
|                                                                          |  |                                   |           |                                         |   |                             |   |   |           |   |  
|                                                                          |  |                                   |           |                                         |   |                             |   |   |           |   |   |           |   |   |          |  
|Revenues                                                                  |  | $                                 |          |                                         | $ |                            |   | $ |          |   | $ |          |   | $ |         |  
|                                                                          |  |                                   |           |                                         |   |                             |   |   |           |   |   |           |   |   |          |  
|Expenses:                                                                 |  |                                   |           |                                         |   |                             |   |   |           |   |   |           |   |   |          |  
|General and administrative-                                               |  |                                   |           |                                         |   |                             |   |   |           |   |   |           |   |   |          |  
|Professional fees                                                         |  |                                   | 15,940    |                                         |   | 13,660                      |   |   | 51,653    |   |   | 26,410    |   |   | 89,569   |  
|Public relations                                                          |  |                                   |          |                                         |   |                            |   |   | 37,859    |   |   |          |   |   | 37,859   |  
|Investor relations                                                        |  |                                   | 12,313    |                                         |   |                            |   |   | 12,313    |   |   |          |   |   | 12,313   |  
|Director fees                                                             |  |                                   | 7,250     |                                         |   |                            |   |   | 7,250     |   |   |          |   |   | 7,250    |  
|Insurance                                                                 |  |                                   | 5,409     |                                         |   |                            |   |   | 6,311     |   |   |          |   |   | 6,311    |  
|Legal fees - Incorporation                                                |  |                                   |          |                                         |   |                            |   |   |          |   |   | 2,850     |   |   | 2,850    |  
|Amortization                                                              |  |                                   | 352       |                                         |   | 349                         |   |   | 1,056     |   |   | 679       |   |   | 2,087    |  
|Other                                                                     |  |                                   | 510       |                                         |   | 1,163                       |   |   | 2,577     |   |   | 2,595     |   |   | 7,552    |  
|                                                                          |  |                                   |           |                                         |   |                             |   |   |           |   |   |           |   |   |          |  
|Total general and administrative expenses                                 |  |                                   | 41,774    |                                         |   | 15,172                      |   |   | 119,019   |   |   | 32,534    |   |   | 165,791  |  
|                                                                          |  |                                   |           |                                         |   |                             |   |   |           |   |   |           |   |   |          |  
|(Loss)
 from Operations                                                   |  |                                   | (41,774   | )                                       |   | (15,172                     | ) |   | (119,019  | ) |   | (32,534   | ) |   | (165,791 | )
|                                                                         
|Other
 Income (Expense):                                                  |  |                                   |           |                                         |   |                             |   |   |           |   |   |           |   |   |          |  
|Interest income (expense)                                                 |  |                                   | 17        |                                         |   |                            |   |   | 94        |   |   |          |   |   | 94       |  
|                                                                          |  |                                   |           |                                         |   |                             |   |   |           |   |   |           |   |   |          |  
|Total other income (expense)                                              |  |                                   | 17        |                                         |   |                            |   |   | 94        |   |   |          |   |   | 94       |  
|                                                                          |  |                                   |           |                                         |   |                             |   |   |           |   |   |           |   |   |          |  
|Provision
 for Income Taxes                                               |  |                                   |          |                                         |   |                            |   |   |          |   |   |          |   |   |         |  
|                                                                          |  |                                   |           |                                         |   |                             |   |   |           |   |   |           |   |   |          |  
|Net
 (Loss)                                                               |  | $                                 | (41,757   | )                                       | $ | (15,172                     | ) | $ | (118,925  | ) | $ | (32,534   | ) | $ | (165,697 | )
|                                                                          |  |                                   |           |                                         |   |                             |   |   |           |   |   |           |   |   |          |  
|(Loss)
 Per Common Share:                                                 |  |                                   |           |                                         |   |                             |   |   |           |   |   |           |   |   |          |  
|(Loss) per common share - Basic and
Diluted                               |  | $                                 | (0.02     | )                                       | $ | (0.00                       | ) | $ | (0.04     | ) | $ | (0.01     | ) |   |          |  
|                                                                          |  |                                   |           |                                         |   |                             |   |   |           |   |   |           |   |   |          |  
|Weighted Average Number of Common Shares Outstanding
 - Basic and Diluted |  |                                   | 2,371,586 |                                         |   | 3,609,239                   |   |   | 2,904,932 |   |   | 3,071,639 |   |   |          |  
|                                                                          |  |                                   |           |                                         |   |                             |   |   |           |   |   |           |   |   |          |  

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

F-3

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POWERSAFE TECHNOLOGY CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (NOTE 2)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008, PERIOD ENDED
SEPTEMBER 30, 2007, AND CUMULATIVE FROM INCEPTION (FEBRUARY 5, 2007)
THROUGH SEPTEMBER 30, 2008
(Unaudited)

|                                                                                             |  |                                         |            |                                   |   |                             |   |   |            |  
|-------------------------------------------------------------------------------------------- |  | --------------------------------------- | ---------- | --------------------------------- | - | --------------------------- | - | - | ---------- | -
|                                                                                             |  | Nine
 Months Ended
 September 30,
 2008 |            | Period Ended
 September 30,
 2007 |   | Cumulative
 From
 Inception |  
|                                                                                             |  |                                         |            |                                   |   |                             |  
|Operating
 Activities:                                                                       |  |                                         |            |                                   |   |                             |   |   |            |  
|Net (loss)                                                                                   |  | $                                       | (118,925   | )                                 | $ | (32,534                     | ) | $ | (165,697   | )
|Adjustments to reconcile net (loss) to net cash
provided by (used in)
 operating activities: |  |                                         |            |                                   |   |                             |   |   |            |  
|Amortization                                                                                 |  |                                         | 1,056      |                                   |   | 679                         |   |   | 2,087      |  
|Transfer agent fees paid by issued shares                                                    |  |                                         |           |                                   |   | 525                         |   |   | 525        |  
|Director fees paid by common stock
subscribed                                                |  |                                         | 2,250      |                                   |   |                            |   |   | 2,250      |  
|Changes in net assets and liabilities-                                                       |  |                                         |            |                                   |   |                             |   |   |            |  
|Prepaid expenses                                                                             |  |                                         | (3,349     | )                                 |   |                            |   |   | (3,349     | )
|Accounts payable - Trade                                                                     |  |                                         |           |                                   |   |                            |   |   | 56         |  
|Accrued liabilities                                                                          |  |                                         | 37,356     |                                   |   | 3,750                       |   |   | 44,163     |  
|Due to escrow agent                                                                          |  |                                         | 6,227      |                                   |   |                            |   |   | 6,227      |  
|                                                                                             |  |                                         |            |                                   |   |                             |   |   |            |  
|Net Cash
 (Used in) Operating Activities                                                     |  |                                         | (75,385    | )                                 |   | (27,580                     | ) |   | (113,738   | )
|                                                                                             |  |                                         |            |                                   |   |                             |   |   |            |  
|Investing
 Activities:                                                                       |  |                                         |            |                                   |   |                             |   |   |            |  
|Investment in Amplification Technologies, Inc. -
Preferred Stock                             |  |                                         | (1,317,155 | )                                 |   |                            |   |   | (1,317,155 | )
|Patent acquired                                                                              |  |                                         |           |                                   |   | (12,566                     | ) |   | (12,566    | )
|                                                                                             |  |                                         |            |                                   |   |                             |   |   |            |  
|Net Cash
 (Used in) Investing Activities                                                     |  |                                         | (1,317,155 | )                                 |   | (12,566                     | ) |   | (1,329,721 | )
|                                                                                             |  |                                         |            |                                   |   |                             |   |   |            |  
|Financing
 Activities:                                                                       |  |                                         |            |                                   |   |                             |   |   |            |  
|Issuance of common stock for cash                                                            |  |                                         |           |                                   |   | 60,300                      |   |   | 60,974     |  
|Common stock subscribed                                                                      |  |                                         | 10,000     |                                   |   |                            |   |   | 10,000     |  
|Capital contributed by stockholders                                                          |  |                                         | 1,360,000  |                                   |   |                            |   |   | 1,360,000  |  
|Due from affiliate - Amplification Technologies,
Inc.                                        |  |                                         | 16,170     |                                   |   |                            |   |   | 16,170     |  
|Deferred offering costs                                                                      |  |                                         |           |                                   |   | (21,500                     | ) |   | (21,500    | )
|Loans from related parties - Directors and
stockholders                                      |  |                                         | 17,473     |                                   |   | 41,200                      |   |   | 73,823     |  
|Repayment of related parties loans                                                           |  |                                         | (2,664     | )                                 |   | (35,000                     | ) |   | (44,164    | )
|                                                                                             |  |                                         |            |                                   |   |                             |   |   |            |  
|Net Cash
 Provided by Financing Activities                                                   |  |                                         | 1,400,979  |                                   |   | 45,000                      |   |   | 1,455,303  |  
|                                                                                             |  |                                         |            |                                   |   |                             |   |   |            |  
|Net
 Increase (decrease) in Cash                                                             |  |                                         | 8,439      |                                   |   | 4,854                       |   |   | 11,844     |  
|Cash -
 Beginning of Period                                                                  |  |                                         | 3,405      |                                   |   |                            |   |   |           |  
|                                                                                             |  |                                         |            |                                   |   |                             |   |   |            |  
|Cash - End
 of Period                                                                        |  | $                                       | 11,844     |                                   | $ | 4,854                       |   | $ | 11,844     |  
|                                                                                             |  |                                         |            |                                   |   |                             |   |   |            |  
|Cash - End
 of Period Consisting of:                                                         |  | $                                       |           |                                   |   |                             |   |   |            |  
|Cash in bank                                                                                 |  | $                                       |           |                                   | $ | 4,854                       |   | $ |           |  
|Cash in escrow account                                                                       |  |                                         | 11,844     |                                   |   |                            |   |   | 11,844     |  
|                                                                                             |  |                                         |            |                                   |   |                             |   |   |            |  
|Total                                                                                        |  | $                                       | 11,844     |                                   | $ | 4,854                       |   | $ | 11,844     |  
|                                                                                             |  |                                         |            |                                   |   |                             |   |   |            |  
|Supplemental
 Disclosure of Cash Flow Information:                                           |  |                                         |            |                                   |   |                             |   |   |            |  
|Cash paid during the period for:                                                             |  |                                         |            |                                   |   |                             |   |   |            |  
|Interest                                                                                     |  | $                                       |           |                                   | $ |                            |   | $ |           |  
|                                                                                             |  |                                         |            |                                   |   |                             |   |   |            |  
|Income taxes                                                                                 |  | $                                       |           |                                   | $ |                            |   | $ |           |  
|                                                                                             |  |                                         |            |                                   |   |                             |   |   |            |  

On July 11, 2007, the Company
issued 25,000 (post reverse stock split) shares of restricted common stock,
valued at $525 for payment of transfer agent fees.

On December 31, 2007, two
former Directors and shareholders forgave the Company of a related party debt
in the amount of $14,850 ($7,425 each).

On March 31, 2008, two former
Directors and shareholders forgave the Company of a related party debt in the
amount of $2,496 ($1,248 each).

During the period ended
September 30, 2008, the Company had 2,500 (post reverse stock split) shares of
subscribed common stock, par value $0.0001, with a Director of the Company for
services rendered valued at $2,250.

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

F-4

---



POWERSAFE TECHNOLOGY CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2008, AND 2007
(Unaudited)

|    |                                           
|--- | ------------------------------------------
|(1) | Summary of Significant Accounting Policies

Basis of Presentation and Organization

Powersafe
Technology Corp. (Powersafe or the Company) is a Delaware corporation in
the development stage. The Company was incorporated under the laws of the State
of Delaware on February 5, 2007. The initial business plan of the Company was
to develop a commercial application utilizing the technology and patent
pertaining to a multiple outlet power box with selectively protected outlet
logic. The Company planned to develop a prototype of the multiple outlet power
box, and then to further develop, manufacture, and market the product, and/or
seek third-party entities interested in potential partnership opportunities and
licensing rights to manufacture and market the product. The Company also
intended to market the product to individuals for home and business use. The
accompanying financial statements of Powersafe were prepared from the accounts
of the Company under the accrual basis of accounting.

In addition,
in 2007, the Company commenced a capital formation activity to effect a
Registration Statement on Form SB-2 with the Securities and Exchange Commission
(SEC), and raise capital of up to $60,000 from a self-underwritten offering
of 2,000,000 shares of newly issued common stock at a price of $0.03 per share
(post forward stock split) in the public markets. The Registration Statement on
Form SB-2 was filed with the SEC on June 8, 2007, and declared effective on
June 21, 2007. Prior to December 31, 2007, the Company had received stock
subscriptions for 2,000,000 shares of common stock, par value $0.0001 per share
(post reverse stock split), at on offering price of $0.03 per share (post
forward stock split), and deposited proceeds of approximately $60,000.

Unaudited Interim Financial Statements

The interim
financial statements of the Company as of September 30, 2008, and for the three-month
and nine-month periods ended September 30, 2008, and 2007, and cumulative from
inception are unaudited. However, in the opinion of management, the interim
financial statements include all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the Companys financial
position as of September 30, 2008, and December 31, 2007, and the results of
its operations and its cash flows for the three-month and nine-month periods
ended September 30, 2008, and 2007, and cumulative from inception. These
results are not necessarily indicative of the results expected for the calendar
year ending December 31, 2008. The accompanying financial statements and notes
thereto do not reflect all disclosures required under accounting principles
generally accepted in the United States of America. Refer to the audited
financial statements of the Company as of December 31, 2007, in its Annual
Report on Form 10-K filed with the SEC for additional information, including
significant accounting policies.

F-5

---



POWERSAFE TECHNOLOGY CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2008, AND 2007
(Unaudited)

Cash and Cash
Equivalents

For purposes
of reporting within the statements of cash flows, the Company considers all
cash on hand, cash accounts not subject to withdrawal restrictions or
penalties, and all highly liquid debt instruments purchased with a maturity of
three months or less to be cash and cash equivalents.

Revenue
Recognition

The Company is
in the development stage and has yet to realize revenues from planned
operations. It plans to realize revenues from Amplification Technologies,
Inc.s (ATI) business subsequent to the planned merger with ATI described in
Note 2 below, which may include direct sales to OEMs as well as licensing..
Revenues will be recognized by major categories under the following policies:

For
manufacturing and selling activities, revenues will be realized when the
product is delivered to customers, and collection is reasonably assured.

For licensing
activities, revenues from such agreements will be realized over the term and
under the conditions of each specific license once all contract conditions have
been met. Payments for licensing fees are generally received at the time the
license agreements are executed, unless other terms for delayed payment are
documented and agreed to between the parties.

Patent

The Company
acquired a United States patent and all other intellectual property rights
relating to the technology from the inventor on March 26, 2007, under the terms
of a Patent Transfer and Sale Agreement. The patent was originally granted to
the inventor by the United States Patent and Trademark Office on January 13,
1998. The cost of obtaining the patent has been capitalized by the Company, and
is being amortized using the straight-line method over a period of
approximately 10 years. For the nine months ended September 30, 2008, and 2007,
the Company recorded patent amortization of $1,056, and $679, respectively.

Deferred
Offering Costs

The Company
defers as other assets the direct incremental costs of raising capital, if any,
until such time as the offering is completed. At the time of the completion of
the offering, the costs are charged against the capital raised. When an
offering is terminated, deferred offering costs are charged to operations
during the period in which the offering is terminated. As of December 31, 2007,
$21,500 in deferred offering costs were charged against the capital raised upon
completion of the offering discussed in Note 6.

F-6

---



POWERSAFE TECHNOLOGY CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2008, AND 2007
(Unaudited)

Concentrations
of Risk

Prior to March
31, 2008, the Company maintained its cash account in United States dollars at
one commercial bank in Israel. The balance in the account was subject to the
normal and customary risks of disbursement and withdrawal pertaining to a
foreign currency account in that country. Prior to June 30, 2008, the Company
closed its commercial bank account in Israel, and currently does not have a
bank account.

Impairment of
Long-Lived Assets

The Company
evaluates the recoverability of long-lived assets and the related estimated
remaining lives when events or circumstances lead management to believe that
the carrying value of an asset may not be recoverable. For the periods ended
September 30, 2008, and 2007, no events or circumstances occurred for which an
evaluation of the recoverability of long-lived assets was required.

Loss Per Common
Share

Basic loss per
share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period. Diluted loss per share is computed similar to
basic loss per share, except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares
were dilutive. There were no dilutive financial instruments issued or
outstanding for the periods ended September 30, 2008, and 2007.

Income Taxes

The Company
accounts for income taxes pursuant to SFAS No. 109, Accounting for Income Taxes (SFAS No. 109). Under
SFAS
No. 109, deferred tax assets and liabilities are determined based on temporary
differences between the basis of certain assets and liabilities for income tax
and financial reporting purposes. The deferred tax assets and liabilities are
classified according to the financial statement classification of the assets
and liabilities generating the differences.

The Company
maintains a valuation allowance with respect to deferred tax assets. The
Company establishes a valuation allowance based upon the potential likelihood
of realizing the deferred tax assets and taking into consideration the
Companys financial position and results of operations for the current period.
Future realization of the deferred tax benefit depends on the existence of
sufficient taxable income within the carryforward period under the Federal and
state tax laws.

Changes in
circumstances, such as the Company generating taxable income, could cause a
change in judgment about the realizability of the related deferred tax assets.
Any

F-7

---



POWERSAFE TECHNOLOGY CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2008, AND 2007
(Unaudited)

change in the
valuation allowance will be included in income in the year of the change in
estimate.

Foreign
Currency Translation

The Company
accounts for foreign currency translation pursuant to SFAS No. 52, Foreign Currency Translation (SFAS No.
52). The Companys functional currency is the United States Dollar. However,
certain accounts of the Company are denominated in Israeli New Shekels. Under
SFAS No. 52, all assets and liabilities are translated into United States
dollars using the current exchange rate at the end of each fiscal period.
Revenues and expenses are translated using the average exchange rates
prevailing throughout the respective periods. Translation adjustments are
included in other comprehensive income (loss) for the period. Translation gains
or losses related to such transactions are recognized for each reporting period
in the related statement of operations and comprehensive income (loss).

Fair Value of
Financial Instruments

The Company
estimates the fair value of financial instruments using the available market
information and valuation methods. Considerable judgment is required in
estimating fair value. Accordingly, the estimates of fair value may not be
indicative of the amounts the Company could realize in a current market
exchange. As of September 30, 2008, and December 31, 2007, the carrying value
of the Companys financial instruments approximated fair value due to the
short-term maturity and nature of these instruments.

Estimates

The financial
statements are prepared on the basis of accounting principles generally
accepted in the United States of America. The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities as of September 30, 2008, and December 31, 2007, and
expenses for the three months and nine months ended September 30, 2008, and
2007, and cumulative from inception. Actual results could differ from those
estimates made by management.

|    |                                               
|--- | ----------------------------------------------
|(2) | Development Stage Activities and Going Concern

The Company is
currently in the development stage, and had difficulties in developing a
commercial application utilizing the technology and patent pertaining to a
multiple outlet power box with selectively protected outlet logic. On March 31,
2008, all the shareholders of the Company executed stock purchase agreements
(the Stock Purchase Agreements)
providing for, among other things, the sale of all of the issued and
outstanding stock of the Company. The purchase price of the stock, 95% of which
was acquired by a group of unaffiliated investors, and 5% of which was given to
persons who

F-8

---



POWERSAFE TECHNOLOGY CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2008, AND 2007
(Unaudited)

assisted in
the transaction, was $625,000. Mr. Jack N. Mayer, the sole Director, chief
executive, and accounting officer of the company, and his wife, acquired
approximately 27.2% of the issued and outstanding shares of Powersafe in the
transaction.

On March 31,
2008, the Company executed an agreement (the Merger
Agreement) with ATI providing, among other things, for the merger
of the Companys wholly owned subsidiary, with and into ATI, with ATI surviving
as the Companys wholly owned subsidiary. If the merger closes, the Company
expects that its primary activity will be the development of ATIs business.

ATI is a
privately held Delaware corporation formed in May 2002, whose scientists have
invented an extremely sensitive photodetector technology. The Company believes
that this technology has significant performance and cost advantages over
traditional technology and is positioned as a next generation solid state
technology for low level light detection. ATIs platform semiconductor
technology, which allows amplification of weak signals with very low noise, has
been patented to encompass detection of signals other than light, and thus
could in principle be used to create biological, radiological, electrical, and
chemical sensors. Mr. Mayer is the controlling stockholder of ATI.

While
management of the Company believes that the Company will be successful in its
operating activities, there can be no assurance that the Company will be
successful in the development of ATIs technology and patents, or sales of
product that will generate sufficient revenues to sustain the operations of the
Company.

The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The Company has
incurred an operating loss since inception, had negative working capital as of
September 30, 2008, and the cash resources of the Company are insufficient to
carryout its business plan. These and other factors raise substantial doubt
about the Companys ability to continue as a going concern. The accompanying
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the
amounts and classification of liabilities that may result from the possible
inability of the Company to continue as a going concern.

|    |       
|--- | ------
|(3) | Patent

The Company
acquired a United States patent for a multiple outlet power box with
selectively protected outlet logic, and all other intellectual property rights
relating to the technology from an unrelated third-party inventor on March 26,
2007, under the terms of a Patent Transfer and Sale Agreement (the Patent Sale
Agreement) for total consideration of $9,000. The patent was originally granted
to the inventor on January 13, 1998, for a period of twenty years from the
filing date (March 12, 1996) by the United States Patent and Trademark Office.
The Company paid $4,000 to the inventor under the

F-9

---



POWERSAFE TECHNOLOGY CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2008, AND 2007
(Unaudited)

terms of the
Patent Sale Agreement on March 26, 2007, the date of execution of the
Agreement. The Company was also obligated to pay to the inventor an additional
$4,000 under the Patent Sale Agreement at the time of recording the assignment
of the patent with the United States Patent and Trademark Office. The
assignment of the patent was recorded on April 12, 2007, and the additional
consideration of $4,000 was paid to the inventor on April 24, 2007. The
remaining $1,000 due under the agreement was paid as of December 31, 2007. The
cost of the patent amounted to $12,566 consisting of the patent acquisition
cost and related legal fees. The Company has no continuing or contingent
obligation to pay royalties under the Patent Sale Agreement. Further, the
inventor is not a promoter or stockholder of the Company.

|    |                     
|--- | --------------------
|(4) | Change in Management

On March 31,
2008, Einat Krasney resigned from her positions as President and Director of the
Company, and Jack N. Mayer, the controlling stockholder of Amplification
Technologies, Inc., was appointed as a Director and the President of Powersafe
(See Note 8).

On March 31,
2008, the Board of Directors appointed Jack N. Mayer as President and Treasurer.
In addition, Mordechai Schwartz resigned from the Board of Directors on April
2, 2008 (See Note 8).

|    |                           
|--- | --------------------------
|(5) | Related Party Transactions

During the
period ended December 31, 2007, advances for working capital purposes from two
former Directors and officers, who are also stockholders of the Company, were
received and subsequently partially repaid by the Company. On December 31,
2007, the two former Directors and stockholder forgave the Company of the debt
due in the amount of $14,850 ($7,425 each). The amount forgiven was recorded as
additional paid-in capital.

During the
period ended March 31, 2008, advances for working capital purposes from two
former Directors and officers, who were also stockholders of the Company, were
received and subsequently partially repaid by the Company. On March 31, 2008,
two former Directors and stockholder forgave the Company of the debt due in the
amount of $2,496 ($1,248 each). The amount forgiven was recorded as additional
paid-in capital.

During the
period ended September 30, 2008, the escrow agent, a former officer of the
Company, advanced the Company $38,490 for working capital purposes. As of
September 30, 2008, the balance owed to him was $6,227.

As of
September 30, 2008, the Company owed to its Chief Executive Officer $12,313 for
various working capital loans received during the period. The loans are
unsecured, non-interest bearing, and have no terms for repayment.

F-10

---



POWERSAFE TECHNOLOGY CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2008, AND 2007
(Unaudited)

As of
September 30, 2008, the Company owed to ATI, an affiliated company, $16,170 for
various working capital loans received during the period. The loans are
unsecured, non-interest bearing, and have no terms for repayment.

|    |             
|--- | ------------
|(6) | Common Stock

On February
18, 2007, the Company issued 3,000,000 shares of common stock (post reverse
stock split) to two Directors and officers of the Company for proceeds of $300.

On July 11,
2007, the Company issued 25,000 shares of restricted common stock (post reverse
stock split) in payment for transfer agent fees. The transaction was valued at
$525.

In addition,
in 2007, the Company commenced a capital formation activity to affect a
Registration Statement on Form SB-2 with the SEC, and raise capital of up to
$60,000 from a self-underwritten offering of 2,000,000 shares of newly issued
common stock at a price of $0.03 per share (post reverse stock split) in the
public markets. The Registration Statement on Form SB-2 was filed with the SEC
on June 8, 2007, and declared effective on June 21, 2007. Since June 21, 2007,
the Company has received stock subscriptions for 2,000,000 (post reverse stock
split) shares of common stock, par value $0.0001 per share, at an offering
price of $0.03 per share (post reverse stock split), and deposited proceeds of
approximately $60,000. In addition, as of December 31, 2007, the Company
recognized $21,500 of deferred offering costs related to this capital formation
activity.

On October 29,
2007, the Company notified the NASD of its intention to implement a 3-for-1
forward stock split of its issued and outstanding common stock to the holders
of record as of November 7, 2007. Such forward stock split was effective as of
November 8, 2007.

On December
31, 2007, two former Directors and shareholders of the Company forgave the
Company of a related party debt. The balance of the debt was $14,850, which was
an increase to additional paid-in capital.

On February
26, 2008, two former Directors and shareholders of the Company returned to the
Company 2,666,667 (post reverse stock split) shares of the Companys common
stock for no consideration.

For the period
ended March 31, 2008, two former Directors and shareholders of the Company
forgave the Company of a related party debt. The balance of the debt was
$2,496, which was recorded as additional paid-in capital.

In connection
with the reverse merger, described in Note 8, the new stockholders of the
Company contributed $1,360,000 of capital to the Company. The Company used

F-11

---



POWERSAFE TECHNOLOGY CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2008, AND 2007
(Unaudited)

1,310,227 of
the funds to purchase non-convertible Series C Preferred Stock issued by
Amplification Technologies, Inc. (ATI), a Delaware company. The Company
incurred $6,928 in legal fees associated with the stock purchase. The Series C
Preferred Stock of ATI have a 2% monthly pay in kind dividend, restrictive
covenants including a prohibition on funded debt and the issuance of securities
which are senior or pari passu to the Series C Preferred, are redeemable by ATI
on February 14, 2009, and are slated to be retired as part of the merger.

During the
period ended September 30, 2008, the Company had 2,500 (post reverse stock
split) shares of subscribed common stock, par value $0.0001, with a Director of
the Company for services rendered valued at $2,250.

On September
23, 2008, the Company notified FINRA of its intention to implement a reverse
stock split of its share of common stock on the basis of one post-consolidated
share for three pre-consolidated shares. The reverse split became effective as
of October 2, 2008. The accompanying financial statements and related notes
thereto have been adjusted accordingly to reflect this reverse stock split.

|    |             
|--- | ------------
|(7) | Income Taxes

The provision
(benefit) for income taxes for the periods ended September 30, 2008, and 2007,
was as follows (assuming an effective federal and state tax rate of 23%):

|                                     |  |      |         |      |   |        |  
|------------------------------------ |  | ---- | ------- | ---- | - | ------ | -
|                                     |  | 2008 |         | 2007 |  
|                                     |  |      |         |      |  
|Current Tax Provision:               |  |      |         |      |   |        |  
|                                     |  |      |         |      |   |        |  
|Federal and state-Taxable income     |  | $    |        |      | $ |       |  
|                                     |  |      |         |      |   |        |  
|Total current tax provision          |  | $    |        |      | $ |       |  
|                                     |  |      |         |      |   |        |  
|Deferred Tax Provision:              |  |      |         |      |   |        |  
|                                     |  |      |         |      |   |        |  
|Federal and state-Loss carryforwards |  | $    | 27,353  |      | $ | 7,483  |  
|Change in valuation allowance        |  |      | (27,353 | )    |   | (7,483 | )
|                                     |  |      |         |      |   |        |  
|Total deferred tax provision         |  | $    |        |      | $ |       |  
|                                     |  |      |         |      |   |        |  

F-12

---



POWERSAFE TECHNOLOGY CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2008, AND 2007
(Unaudited)

The Company
had deferred income tax assets as of September 30, 2008, as follows:

|                              |  |      |         |  
|----------------------------- |  | ---- | ------- | -
|                              |  | 2008 |        
|                              |  |      |        
|Loss carryforwards            |  | $    | 38,110  |  
|Less - Valuation allowance    |  |      | (38,110 | )
|                              |  |      |         |  
|Total net deferred tax assets |  | $    |        |  
|                              |  |      |         |  

As of
September 30, 2008, the Company had net operating loss carryforwards for income
tax reporting purposes of approximately $165,697 that may be offset against
future taxable income. The net operating loss carryforwards expire in the year
2028. Current tax laws limit the amount of loss available to be offset against
future taxable income when a substantial change in ownership occurs or a change
in the nature of the business. Therefore, the amount available to offset future
taxable income may be limited.

No tax benefit
has been reported in the financial statements for the realization of loss
carryforwards, as the Company believes there is high probability that the
carryforwards will not be utilized in the foreseeable future. Accordingly, the
potential tax benefits of the loss carryforwards are offset by a valuation
allowance of the same amount.

|    |                              
|--- | -----------------------------
|(8) | Commitments and Contingencies

On July 5,
2007, the Company entered into a Consulting Agreement with Island Capital
Management, LLC dba Island Stock Transfer (Island Stock Transfer) for
consulting and advisory services. Under the Agreement, the Company agreed to
pay Island Stock Transfer initial fees amounting to $2,525 plus transaction
fees payable as follows: (1) $1,000 due at the time of execution of the
Agreement; and, $1,000 within 60 days; (2) the issuance of 75,000 shares (post
forward stock split) of the Companys common stock with a value of $525; and
(3) transaction fees in accordance with the fee schedule for services of Island
Stock Transfer. The Company also has the right under the Agreement to
repurchase the 75,000 shares (post forward stock split) of common stock from
Island Stock Transfer for a period of 12 months for $10,000. Prior to December
31, 2007, the Company paid $2,000 to Island Stock Transfer and had issued them
75,000 shares (post forward stock split) of common stock for such services with
a value of $525 in satisfaction of the agreement.

On March 31,
2008, the Company entered into a merger agreement with ATI, a privately held
Delaware corporation. Pursuant to the terms of the merger agreement, ATI was to
merge with Powersafe in exchange for approximately 10,500,000 (post reverse
stock split) shares of Powersafes common stock to be newly issued to
stockholders of ATI and reserved for the exercise of options and conversion of
convertible preferred stock. Powersafe was also to assume approximately
$700,000 of non-convertible preferred stock. As of the date of the merger
agreement, Powersafe had 2,358,333 shares of

F-13

---



POWERSAFE TECHNOLOGY CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2008, AND 2007
(Unaudited)

common stock
issued and outstanding (post reverse stock split) and no other issued
securities, warrants or options in its capital structure. As a requisite for
the agreement to close, certain conditions must be met. As of November 19,
2008, the agreement has not closed. As of Nov 19, 2008, as a result of
additional capital raised and expected to be raised by ATI, it appears that
Powersafe will be assuming between $1,700,000 and $2,000,000 of non-
convertible preferred stock.

|    |                                 
|--- | --------------------------------
|(9) | Recent Accounting Pronouncements

On March 19,
2008, the FASB issued FASB Statement No. 161, Disclosures
about Derivative Instruments and Hedging Activities  an amendment of FASB
Statement 133 (SFAS No.
161). SFAS No. 161 enhances required disclosures regarding derivatives and
hedging activities, including enhanced disclosures regarding how: (a) an entity
uses derivative instruments; (b) derivative instruments and related hedged
items are accounted for under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities; and (c) derivative instruments and related hedged items
affect an entitys financial position, financial performance, and cash flows.
Specifically, SFAS No. 161 requires:

|  |                                                                                                                                     
|- | ------------------------------------------------------------------------------------------------------------------------------------
| | Disclosure
 of the objectives for using derivative instruments be disclosed in terms of
 underlying risk and accounting designation;
|  |                                                                                                                                     
| | Disclosure
 of the fair values of derivative instruments and their gains and losses in a
 tabular format;                           
|  |                                                                                                                                     
| | Disclosure
 of information about credit-risk-related contingent features; and                                                       
|  |                                                                                                                                     
| | Cross-reference
 from the derivative footnote to other footnotes in which derivative-related
 information is disclosed.             

SFAS No. 161
is effective for fiscal years and interim periods beginning after November 15,
2008. Early application is encouraged.

On May 9,
2008, the FASB issued FASB Statement No. 162, The
Hierarchy of Generally Accepted Accounting Principles (SFAS No.
162). SFAS No. 162 is intended to improve financial reporting by identifying a
consistent framework, or hierarchy, for selecting accounting principles to be
used in preparing financial statements that are presented in conformity with
U.S. generally accepted accounting principles (GAAP) for nongovernmental
entities.

Prior to the
issuance of SFAS No. 162, GAAP hierarchy was defined in the American Institute
of Certified Public Accountants (AICPA) Statement on Auditing Standards
(SAS) No. 69, The Meaning of Present
Fairly in Conformity with Generally Accept Accounting Principles.
SAS No. 69 has been criticized because it is directed to the auditor rather
than the entity. SFAS No. 162 addresses these issues by establishing that the
GAAP hierarchy should be directed to entities because it is the entity (not the
auditor)

F-14

---



POWERSAFE TECHNOLOGY CORP. 
(A DEVELOPMENT STAGE COMPANY) 
NOTES TO FINANCIAL STATEMENTS 
SEPTEMBER 30, 2008, AND 2007 
(Unaudited)

that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP.

The sources of
accounting principles that are generally accepted are categorized in descending
order as follows:

| |    |                                                                                                                                                                                                                                                                                                                                  
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | FASB
 Statements of Financial Accounting Standards and Interpretations, FASB
 Statement 133 Implementation Issues, FASB Staff Positions, and American
 Institute of Certified Public Accountants (AICPA) Accounting Research
 Bulletins and Accounting Principles Board Opinions that are not superseded by
 actions of the FASB.
| |    |                                                                                                                                                                                                                                                                                                                                  
| | b) | FASB
 Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and
 Accounting Guides and Statements of Position.                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                  
| | c) | AICPA
 Accounting Standards Executive Committee Practice Bulletins that have been
 cleared by the FASB, consensus positions of the FASB Emerging Issues Task
 Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts (EITF
 D-Topics).                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                  
| | d) | Implementation
 guides (Q&As) published by the FASB staff, AICPA Accounting
 Interpretations, AICPA Industry Audit and Accounting Guides and Statements of
 Position not cleared by the FASB, and practices that are widely recognized
 and prevalent either generally or in the industry.                                       

SFAS No. 162
is effective 60 days following the SECs approval of the Public Company
Accounting Oversight Board amendment to its authoritative literature. It is only
effective for nongovernmental entities; therefore, the GAAP hierarchy will
remain in SAS 69 for state and local governmental entities and federal
governmental entities.

On May 26,
2008, the FASB issued FASB Statement No. 163, Accounting
for Financial Guarantee Insurance Contracts (SFAS No. 163). SFAS
No. 163 clarifies how FASB Statement No. 60, Accounting
and Reporting by Insurance Enterprises (SFAS No. 60), applies to
financial guarantee insurance contracts issued by insurance enterprises, including
the recognition and measurement of premium revenue and claim liabilities. It
also requires expanded disclosures about financial guarantee insurance
contracts.

The accounting
and disclosure requirements of SFAS No. 163 are intended to improve the comparability
and quality of information provided to users of financial statements by
creating consistency. Diversity exists in practice in accounting for financial
guarantee insurance contracts by insurance enterprises under SFAS No. 60, Accounting and Reporting by Insurance
Enterprises.
That diversity results in inconsistencies in the recognition and measurement of
claim liabilities because of differing views about when a loss has been
incurred under FASB Statement No. 5, Accounting
for Contingencies

F-15

---



POWERSAFE TECHNOLOGY CORP. 
(A DEVELOPMENT STAGE COMPANY) 
NOTES TO FINANCIAL STATEMENTS 
SEPTEMBER 30, 2008, AND 2007 (Unaudited)

(SFAS No.
5). SFAS No. 163 requires that an insurance enterprise recognize a claim
liability prior to an event of default when there is evidence that credit
deterioration has occurred in an insured financial obligation. It also requires
disclosure about (a) the risk-management activities used by an insurance
enterprise to evaluate credit deterioration in its insured financial
obligations and (b) the insurance enterprises surveillance or watch list.

SFAS No. 163
is effective for financial statements issued for fiscal years beginning after
December 15, 2008, and all interim periods within those fiscal years, except
for disclosures about the insurance enterprises risk-management activities.
Disclosures about the insurance enterprises risk-management activities are
effective the first period beginning after issuance of SFAS No. 163. Except for
those disclosures, earlier application is not permitted. The management of the
Company does not expect the adoption of this pronouncement to have material
impact on its financial statements.

(10) Subsequent Event

On September
23, 2008, the Company notified FINRA of its intention to implement a reverse
stock split of its share of common stock on the basis of one post-consolidated
share for three pre-consolidated shares. The reverse split became effective as
of October 2, 2008. The accompanying financial statements and related notes thereto
have been adjusted accordingly to reflect this reverse stock split.

F-16

---



Item 2.  Managements
Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

The following discussion
should be read in conjunction with our financial statements, which are included
elsewhere in this Quarterly Report on Form 10-Q. We and our representatives
may, from time to time, make written or verbal forward-looking statements,
including statements contained in this Quarterly Report on Form 10-Q, in our
other filings with the Securities and Exchange Commission, and in our reports
to our shareholders. Generally, the inclusion of the words believe, expect,
intend, estimate, anticipate, will, and similar expressions or the
converse thereof, identify statements that constitute forward-looking
statements.

These forward-looking
statements are subject to uncertainties and other factors that could cause
actual results to differ materially from such statements as a result of a
number of risks and uncertainties including, without limitation: (a) those
risks and uncertainties related to general economic conditions, (b) whether we
are able to manage our planned growth efficiently and operate profitably, (c)
whether we are able to generate sufficient revenues or obtain financing to
sustain and grow our operations, and (d) whether we are able to successfully
fulfill our primary requirements for cash.

Overview

We were incorporated in
Delaware on February 5, 2007. We are a development stage company. We have not
generated any revenues to date and, until the occurrence of the transactions
described below, our operations have been limited to organizational, start-up,
and fund raising activities. We currently have no employees other than Jack N.
Mayer, our sole officer, and our two Directors.

At the time of our
incorporation, we intended to engage in the manufacture and distribution of a
multiple outlet power box. We own the technology and patent for a new and
improved multiple outlet power box.

However, the company was
having difficulties in developing the prototype and effectuating a business of
the outlet power box. On March 31, 2008, all the shareholders of Powersafe
executed stock purchase agreements (the Stock Purchase Agreements) providing
for, among other things, the sale of all of our issued and outstanding stock.
The purchase price for the stock, 95% of which was acquired by a group of
unaffiliated investors, and 5% of which was given to persons who assisted in
the transaction, was $625,000. Mr. Jack N. Mayer, the chief executive and
accounting officer of the company, and his wife, acquired approximately 27.2%
of the issued and outstanding shares of Powersafe in the transaction.

On March 31, 2008, we
executed an agreement (the Merger Agreement) with Amplification Technologies,
Inc. (ATI) providing, among other things, for the merger of our wholly owned
subsidiary, with and into ATI, with ATI surviving as our wholly owned
subsidiary.

ATI is a privately held
Delaware corporation formed in May 2002, whose scientists have invented an
extremely sensitive photodetector technology. We believe that this technology
has significant performance and cost advantages over traditional technology and
is positioned as a next generation solid state technology for low level light
detection. ATIs platform semiconductor technology, which allows amplification
of weak signals with very low noise, has been patented to encompass detection
of signals other than light, and thus could in principle be used to create
biological, radiological, electrical, and chemical sensors. Mr. Mayer is the
controlling stockholder of ATI.

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In connection with the
transactions described above, approximately $1,360,000 was contributed as
capital to Powersafe by the new shareholders. Powersafe used approximately
$1,310,227 to purchase non-convertible Series C Preferred Stock issued by ATI
and approximately $730,000 of such proceeds were used by ATI to redeem
non-convertible preferred stock of ATI held by Mr. Mayer and a member of his
family. The Series C Preferred shares have a 2% monthly pay in kind dividend,
restrictive covenants including a prohibition on funded debt and the issuance
of securities which are senior or pari passu to the Series C Preferred, are redeemable
by ATI on February 14, 2009, and are slated to be retired as part of the merger
between Powersafe and ATI described below.

Upon consummation of the
transactions contemplated by the Merger Agreement, it was anticipated that
based on ATIs capitalization at the time the merger agreement was entered
into, approximately 10,500,000 shares of common stock (post reverse stock
split) would be issued to the shareholders of ATI, and reserved for issuance
upon exercise of options and conversion of outstanding convertible preferred
shares of ATI, and the shareholders of ATI would transfer to us all of the
issued and outstanding share capital of ATI. ATI needs additional capital as of
the date hereof which will result in the issuance of additional securities of the
Company beyond those contemplated in the previous sentence. We are working on
consummating the transaction with ATI in the next several weeks. (See Note 8 of
the Notes to Financial Statements included elsewhere in this Quarterly Report).

The foregoing descriptions
of the Merger Agreement and the Stock Purchase Agreements do not purport to be
complete and are qualified in their entirety by reference to the Merger
Agreement and the Stock Purchase Agreements, which were attached as Exhibits
10.2 and 10.3, respectively, to our Current Report on Form 8-K filed on April
4, 2008, and are incorporated herein by reference.

As disclosed in said Current
Report, ATI was awarded Phase II of an SBIR grant by NASA the critical
objective of which was demonstrating that ATIs technology can be implemented
on InGaAs, not only on silicon.

ATI has completed its work
on Phase II and has developed the first high gain solid state photomultipliers
operating in the Near Infrared (NIR) wavelength range of 1000 to 1700 nm. ATI
completed the design, development, and prototype manufacturing of these devices
based on its patented, proprietary Discrete Amplification (DA) technology. The
demonstrated device performance far exceeds that of any available solid state
photodetectors in the NIR wavelength range. The measured devices have gain of
over 200,000x and other desirable operating characteristics.

The management of ATI
believes the devices to be of very high interest to researchers in a broad
range of commercial and defense related fields including, night vision,
spectroscopy, instrumentation, aerospace, optical communication and astronomy.

On October 2, 2008, the
Company implemented a reverse stock split of its shares of common stock on the
basis of one (1) post-consolidated share for each three (3) pre-consolidated
shares.

Plan of Operations

During the next twelve
months, we will focus on the consummation of the transactions contemplated by
the Merger Agreement, the development of ATIs photodetector technology and

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marketing products that
incorporate that technology. We estimate that within the next 12 months we will
need to raise no less than approximately $4,000,000 in order to effectuate our
business plan.

Going Concern Consideration

We are a development stage
company and have not commenced planned principal operations. We had no revenues
and incurred net losses of $41,757 for the three months ended September 30,
2008 and net losses of $118,925 for the nine month-period ended September 30,
2008. We have incurred a cumulative net loss of $165,697 for the period from
inception (February 5, 2007) through September 30, 2008. The increase was
primarily a result of an increase in professional fees and public relations
expenses. These factors raise substantial doubt about our ability to continue
as a going concern.

Our registered independent
auditors have issued an opinion on our financial statements for the period
ended December 31, 2007, which includes a statement describing our going
concern status. This means that there is substantial doubt that we can continue
as an on-going business for the next twelve months unless we obtain additional
capital to pay our bills. This is because we have not generated any revenues
and no revenues are anticipated until we begin selling our products.
Accordingly, we must raise capital from sources other than the actual sale of
our products in order to implement our plan of operations and stay in business.

Liquidity and Capital Resources

As of September 30, 2008, we
had no cash in bank and $11,844 in an escrow account, as compared to cash and
cash equivalents in the amount of $3,405 on December 31, 2007. We estimate that
we need no less than approximately $4,000,000 to fund our expenses over the
next twelve months. There can be no assurance that additional capital will be
available to us. We currently have no agreements, arrangements, or
understandings with any person to obtain funds through bank loans, lines of
credit or any other source. Since we have no such arrangements or plans
currently in effect, our inability to raise funds for the above purposes will
have a severe negative impact on our ability to remain a viable company.

Material Changes in Financial Condition

Total assets increased from
$14,940 as of December 31, 2007 to $1,326,657 as of September 30, 2008. The
increase resulted primarily from the contribution to capital of approximately
$1,360,000 by unaffiliated investors, in connection with Merger Agreement with
ATI. Of this amount, approximately $1,310,227 was used to purchase ATIs non-convertible
Series C Preferred Stock.

Material Changes in Results of Operations

Our total expenses and
losses from operations for the three and nine-month periods ended September 30,
2008, and 2007, were $41,774 and $41,757, as compared to $31,534 and $31,534,
respectively. For the period from inception (February 5, 2007) through
September 30, 2008, the loss was $165,791. The increases resulted primarily
from increases in professional fees and public relations expenses incurred in
connection with the proposed merger with ATI.

Off-Balance Sheet Arrangements

We have no off-balance sheet
arrangements.

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Item 3. Quantitative and Qualitative Disclosures About Market
Risk.

Smaller reporting companies
are not required to provide the information required by Item 305.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and
procedures are designed to ensure that information required to be disclosed in
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the United States Securities and Exchange Commission.
Our principal executive officer and principal financial officer has reviewed
the effectiveness of our disclosure controls and procedures (as defined in
the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the
end of the period covered by this Quarterly Report on Form 10-Q and has
concluded that the disclosure controls and procedures are effective to ensure
that material information relating to the Company is recorded, processed,
summarized, and reported in a timely manner.

Changes in Internal Controls over Financial Reporting

There have been no changes in
the Companys internal control over financial reporting during the last
quarterly period covered by this report that have materially affected, or are
reasonably likely to materially affect, the Companys internal control over
financial reporting.

PART II 
OTHER INFORMATION

Item 1. Legal Proceedings.

There are no pending legal
proceedings to which the Company is a party or in which any director, officer
or affiliate of the Company, any owner of record or beneficially of more than
5% of any class of voting securities of the Company, or security holder is a
party adverse to the Company or has a material interest adverse to the Company.
The Companys property is not the subject of any pending legal proceedings.

|         |              
|-------- | -------------
|Item 1A. | Risk
 Factors

Smaller reporting companies
are not required to provide the information required by Item.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.

Unregistered Sales of Equity Securities

None

Purchases of equity securities by the
issuer and affiliated purchasers

None.

Use of Proceeds

None

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Item 3. Defaults Upon Senior Securities.

None

Item 4. Submission of Matters to a Vote of Security Holders.

A special meeting of the
stockholders of the Company was held on September 18, 2008, for the following
purposes: (1) to grant discretionary authority to our Board of Directors to
implement a reverse stock split of our common stock, on the basis of up to five
pre-consolidation shares for each one post-consolidation share, to occur at
some time within twelve months of the date of the meeting with the exact time
of the stock split to be determined by the Board of Directors; (2) to grant
discretionary authority to our Board of Directors to implement a forward stock
split of our common stock, on the basis of one pre-split share for up to two
post-split shares, to occur at some time within twelve months of the date of
the meeting with the exact time of the stock split to be determined by the
Board of Directors; and (3) to approve an amendment to the Articles of Incorporation
of Powersafe Technology Corp. to authorize a class of blank check preferred
stock, consisting of 5,000,000 authorized shares, which may be issued in one or
more series, with such rights, preferences, privileges and restrictions as
shall be fixed by our Board of Directors.

Item 5. Other Information.

None

Item 6. Exhibits

|            |  |                                                                                                                                             
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                 
|            |  |                                                                                                                                             
|31.1        |  | Rule 13a-14(a)/15d-14(a)
 Certifications of Jack N. Mayer, the President, Chief Executive Officer,
 Treasurer and Director (attached hereto)
|            |  |                                                                                                                                             
|32.1        |  | Section 1350
 Certifications of Jack N. Mayer, the President, Chief Executive Officer,
 Treasurer and Director (attached hereto)            

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SIGNATURES

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

|                         |  |                             |                                     
|------------------------ |  | --------------------------- | ------------------------------------
|                         |  | POWERSAFE
 TECHNOLOGY CORP.
|                         |  |                             |                                     
|Dated: November 25, 2008 |  | By:                         | /s/Jack N. Mayer                    
|                         |  |                             |                                     
|                         |  | Name:                       | Jack N. Mayer                       
|                         |  | Title:                      | President, Chief Executive
 Officer,
|                         |  |                             | Treasurer and Director              
|                         |  |                             | (Principal Executive,
 Financial and
|                         |  |                             | Accounting Officer)                 

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