*Table
        of Contents*







**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 March 31, 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
              (State
                of incorporation)
            98-0522188
              (IRS
                Employer ID Number)





26
      E.
      Hawthorne Avenue, Valley Stream, NY 11580


(Address
      of principal executive offices)





516-887-8200


(Issuer's
      telephone number)





N/A


(Former
      name, former address and former fiscal year, if changed since last
      report)





Indicate
      by check whether the registrant (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
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.





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




APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS:





Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
      Act
      of 1934 subsequent to the distribution of securities under a plan confirmed
      by a
      court. Yes o No o





Number
      of
      shares of common stock outstanding as of May 13, 2008: 7,075,000 shares of
      common stock.












*Table
        of Contents*




**TABLE
      OF CONTENTS**





Page**PART
                I - FINACIAL INFORMATION**Item
                1. Financial Statements
            3Item
                2. Management’s Discussion and Analysis or Financial
                Condition and Results of Operations
            3Item
                3 Quantitative and Qualitative Disclosure About Market
                Risk
            6Item
                4 Controls and Procedures
            6**PART
                II - OTHER INFORMATION**Item
                1. Legal Proceedings
            6Item
                1A. Risk Factors
            6Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            6Item
                3. Defaults Upon Senior Securities
            7Item
                4. Submission of Matters to a Vote of Security
                Holders
            7Item
                5. Other Information
            7Item
                6. Exhibits
            7






-
          2 -
 *Table
          of Contents*




**PART
      I**





**FINANCIAL
      INFORMATION**




**Item
      1.****Financial
      Statements.**




**POWERSAFE
      TECHNOLOGY CORP.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**INDEX
      TO FINANCIAL STATEMENTS**


**MARCH
      31, 2008**


**(Unaudited)**





Balance
                Sheet as of March 31, 2008
            F-1Statements
                of Operations for the Three Months and the Period
                Ended March 31, 2008
            F-2Statements
                of Cash Flows for the Period Ended March 31,
                2008
            F-3Notes
                to Financial Statements March 31,
                2008
            F-4






-
          3 -
 *Table
          of Contents*




**POWERSAFE
      TECHNOLOGY CORP.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**BALANCE
      SHEET**


**AS
      OF MARCH 31, 2008**


**(Unaudited)**




**ASSETS****2008**
              
              **2007****(Unaudited)**
              
              **(Audited)****Current
                  Assets:**Cash
                  in bank
              
              $
              11
              
              $
              3,405Total
                  current assets
              
              
              11
              
              
              3,405**Other
                  Assets:**Patent,
                  net of accumulated amortization of $1,383 and $1,031in
                  2008, and 2007, respectively
              
              
              11,183
              
              
              11,535Total
                  other assets
              
              
              11,183
              
              
              11,535**Total
                  Assets**
              
              $
              11,194
              
              $
              14,940**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****Current
                  Liabilities:**Accounts
                  payable - Trade
              
              $
              1,365
              
              $
              56Accrued
                  liabilities
              
              
              8,557
              
              
              6,807Total
                  current liabilities
              
              
              9,922
              
              
              6,863Total
                  liabilities
              
              
              9,922
              
              
              6,863**Commitments
                  and Contingencies****Stockholders'
                  Equity:**Common
                  stock, par value $.0001 per share, 100,000,000 sharesauthorized;
                  7,075,000 and 15,075,000 shares issued andoutstanding
                  in 2008, and 2007, respectively
              
              
              707
              
              
              1,507Additional
                  paid-in capital
              
              
              56,638
              
              
              53,342Other
                  Comprehensive Income
              
              
              200
              
              
              200(Deficit)
                  accumulated during the development stage
              
              
              (56,273
              )
              
              (46,972
              )Total
                  stockholders' equity
              
              
              1,272
              
              
              8,077**Total
                  Liabilities and Stockholders' Equity**
              
              $
              11,194
              
              $
              14,940
 The
      accompanying notes to financial statements are


an
      integral part of this balance sheet.


F-1
 *Table
          of Contents*


**POWERSAFE
      TECHNOLOGY CORP.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENTS
      OF OPERATIONS**


**FOR
      THE THREE MONTHS AND PERIOD ENDED MARCH 31, 2008**


**AND
      CUMULATIVE FROM INCEPTION (FEBRUARY 5, 2007) THROUGH MARCH 31,
      2008**


**(Unaudited)**




**Three****Months
                  Ended**
              
              **Period
                  Ended**
              
              **Cumulative****March
                  31,**
              
              **March
                  31,**
              
              **From****2008**
              
              **2007**
              
              **Inception****Revenues**
              
              $
              -
              
              $
              -
              
              $
              -**Expenses:**General
                  and administrative-Professional
                  fees
              
              
              7,500
              
              
              1,750
              
              
              45,416Legal
                  fees - Incorporation
              
              
              1,449
              
              
              419
              
              
              6,624Other
              
              
              -
              
              
              2,850
              
              
              2,850Amortization
              
              
              352
              
              
              18
              
              
              1,383Total
                  general and administrative expenses
              
              
              9,301
              
              
              5,037
              
              
              56,273**(Loss)
                  from Operations**
              
              
              (9,301
              )
              
              (5,037
              )
              
              (56,273
              )**Other
                  Income (Expense):**
              
              
              -
              
              
              -
              
              
              -**Provision
                  for Income Taxes**
              
              
              -
              
              
              -
              
              
              -**Net
                  (Loss)**
              
              
              (9,301
              )
              
              (5,037
              )
              
              (56,273
              )**Comprehensive
                  Income (Loss):**Israeli
                  currency translation
              
              
              -
              
              
              -
              
              
              200**Total
                  Comprehensive Income (Loss)**
              
              $
              (9,301
              )
              $
              (5,037
              )
              $
              (56,073
              )**(Loss)
                  Per Common Share:**(Loss)
                  per common share - Basic and Diluted
              
              $
              (0.00
              )
              $
              (0.00
              )**Weighted
                  Average Number of Common Shares****Outstanding
                  - Basic and Diluted**
              
              
              11,998,077
              
              
              6,872,727
 The
        accompanying notes to financial statements


are
      an
      integral part of this balance sheet.





F-2
 *Table
          of Contents*


**POWERSAFE
      TECHNOLOGY CORP.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENTS
      OF CASH FLOWS**


**FOR
      THE PERIOD ENDED MARCH 31, 2008**


**AND
      CUMULATIVE FROM INCEPTION (FEBRUARY 5, 2007) THROUGH MARCH 31,
      2008**


**(Unaudited)**




**Three****Months
                  Ended**
              
              **Period
                  Ended**
              
              **Cumulative****March
                  31,**
              
              **March
                  31,**
              
              **From****2008**
              
              **2007**
              
              **Inception****Operating
                  Activities:**Net
                  (loss)
              
              
              (9,301
              )
              
              (5,037
              )
              
              (56,273
              )Adjustments
                  to reconcile net (loss) to net cashprovided
                  by (used in) operating activities:Amortization
              
              
              352
              
              
              18
              
              
              1,383Transfer
                  agent fees paid by issued shares
              
              
              -
              
              
              -
              
              
              525Changes
                  in net liabilities-Accounts
                  payable - Trade
              
              
              1,309
              
              
              2,850
              
              
              1,365Accrued
                  liabilities
              
              
              1,750
              
              
              10,000
              
              
              8,557**Net
                  Cash Provided by (Used in) by Operating
                  Activities**
              
              
              (5,890
              )
              
              7,831
              
              
              (44,443
              )**Investing
                  Activities:**Patent
                  acquired
              
              
              -
              
              
              (6,180
              )
              
              (12,566
              )**Net
                  Cash (Used in) Investing Activities**
              
              
              -
              
              
              (6,180
              )
              
              (12,566
              )**Financing
                  Activities:**Issuance
                  of common stock for cash
              
              
              -
              
              
              300
              
              
              60,974Deferred
                  offering costs
              
              
              -
              
              
              (10,000
              )
              
              (21,500
              )Loans
                  from related parties - Directors and stockholders
              
              
              5,160
              
              
              9,700
              
              
              58,846Repayment
                  of related parties loans
              
              
              (2,664
              )
              
              -
              
              
              (41,500
              )**Net
                  Cash Provided by Financing Activities**
              
              
              2,496
              
              
              -
              
              
              56,820**Effect
                  of Exchange Rate Changes on Cash**
              
              
              -
              
              
              -
              
              
              200**Net
                  Increase in Cash**
              
              
              (3,394
              )
              
              1,651
              
              
              (189
              )**Cash
                  - Beginning of Period**
              
              
              3,405
              
              
              -
              
              
              -**Cash
                  - End of Period**
              
              
              11
              
              
              1,651
              
              
              11**Supplemental
                  Disclosure of Cash Flow Information:**Cash
                  paid during the period for:Interest
              
              
              -
              
              
              -
              
              
              -Income
                  taxes
              
              
              -
              
              
              -
              
              
              -
 On
        July
        11, 2007, the Company issued 75,000 (post forward 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).


The
      accompanying notes to financial statements are


an
      integral part of these statements.


F-3
 *Table
          of Contents*




**POWERSAFE
      TECHNOLOGY CORP.**


**(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **MARCH
        31, 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 6.0 million shares of newly issued common stock at a price of $0.01
      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 6.0 million shares of common stock, par value $0.0001
      per share, at on offering price of $0.01 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 March 31, 2008, and for the
      three months and the period ended March 31, 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 March 31, 2008, and the results of its operations and its cash
      flows for the three months and the period ended March 31, 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.





*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 the sale of its multiple outlet
      power box with selectively protected outlet logic to





F-4
 *Table
            of Contents*




**POWERSAFE
          TECHNOLOGY CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **MARCH
            31, 2008, AND 2007**
 **(Unaudited)**


individuals
      for home and office use, and from potential partnership opportunities and
      licensing rights to manufacture and market the product. 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 period ended March 31, 2008, the Company recorded patent
      amortization of $352.




*Deferred
      Offering Costs*





The
      Company defers as other assets the direct incremental costs of raising capital
      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. Should the
      offering be terminated, deferred offering costs are charged to operations during
      the period in which the offering is terminated. As of March 31, 2008, $21,500
      in
      deferred offering costs were charged against the capital raised upon completion
      of the offering discussed in Note 6.





*Concentrations
      of Risk*





As
      of
      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.





*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 March 31, 2008, and 2007, no events or circumstances occurred
      for
      which an evaluation of the recoverability of long-lived assets was
      required.





F-5
 *Table
            of Contents*




**POWERSAFE
          TECHNOLOGY CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **MARCH
            31, 2008, AND 2007**
 **(Unaudited)**


( *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. Fully 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 period ended March 31, 2008.





*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 bases 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 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 March 31, 2008, the carrying value of accounts payable and
      accrued liabilities approximated fair value due to the short-term maturity
      and
      nature of these instruments.





F-6
 *Table
            of Contents*




**POWERSAFE
          TECHNOLOGY CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **MARCH
            31, 2008, AND 2007**
 **(Unaudited)**


*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 March 31, 2008, and expenses for the periods ended
      March 31, 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 its business plan 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.





During
      the period from February 5, 2007, through March 31, 2008, 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 6.0 million shares of newly issued common stock at a price of $0.01
      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. Since June 21, 2007, the Company has received stock
      subscriptions for 6.0 million shares of common stock, par value $0.0001 per
      share, at on offering price of $0.01 per share (post forward stock split),
      and
      deposited proceeds of approximately $60,000.





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 a prototype of its technology and patent,
      or
      sales of its 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
      March 31, 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





F-7
 *Table
            of Contents*




**POWERSAFE
          TECHNOLOGY CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **MARCH
            31, 2008, AND 2007**
 **(Unaudited)**


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 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. As of March 31, 2008, 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 President of Powersafe
      (See
      Note 8).





On
      March
      31, 2008, the Board of Directors appointed Jack N. Mayer as President and
      Treasurer. Mr. Mordechai Schwartz resigned from the Board as of April 2,
      2008.





**(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.





**(6)**  **Common
      Stock**





On
      February 18, 2007, the Company issued 9,000,000 shares of common stock (post
      forward stock split) to two Directors and officers of the Company for proceeds
      of $300.





On
      July
      11, 2007, the Company issued 75,000 shares of restricted common stock (post
      forward 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 6.0 million





F-8
 *Table
            of Contents*




**POWERSAFE
          TECHNOLOGY CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **MARCH
            31, 2008, AND 2007**
 **(Unaudited)**


shares
      of
      newly issued common stock at a price of $0.01 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. Since
      June 21, 2007, the Company has received stock subscriptions for 6.0 million
      shares of common stock, par value $0.0001 per share, at an offering price of
      $0.01 per share (post forward 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. The accompanying financial
      statements and related notes thereto have been adjusted accordingly to reflect
      this forward stock split.




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 8,000,000 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.





**(7)**  **Income
      Taxes**





The
      provision (benefit) for income taxes for the period ended March 31, 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
              
              $
              2,204
              
              $
              1,194Change
                  in valuation allowance
              
              
              (2,204
              )
              
              (1,194
              )Total
                  deferred tax provision
              
              $
              -
              
              $
              -**2008**
              
              
              **2007**Loss
                  carryforwards
              
              $
              13,333
              
              $
              1,194Less
                  - Valuation allowance
              
              
              (13,333
              )
              
              (1,194
              )Total
                  net deferred tax assets
              
              $
              -
              
              $
              -





F-9
 *Table
            of Contents*




**POWERSAFE
          TECHNOLOGY CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **MARCH
            31, 2008, AND 2007**
 **(Unaudited)**


The
      Company had deferred income tax assets as of March 31, 2008, as
      follows:




**2008**Loss
                  carryforwards
              
              $
              13,337Less
                  - Valuation allowance
              
              
              (13,337
              )Total
                  net deferred tax assets
              
              $
              -


As
      of
      March 31, 2008, the Company had net operating loss carryforwards for income
      tax
      reporting purposes of approximately $56,273 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.





The
      Company has entered into a verbal commitment with a third-party consultant
      to
      provide financial and capital formation services. Consulting services under
      the
      arrangement principally commenced during the period ended December 31, 2007.
      The
      consultant will receive $75 per hour for his services. This commitment was
      terminated as of March 31, 2008.




On
      March
      31, 2008, the Company entered into a merger agreement with Amplification
      Technologies, Inc. (“ATI”) a privately held Delaware corporation. Pursuant to
      the terms of the merger agreement, ATI will merge with Powersafe in exchange
      for
      approximately 31,500,000 shares of Powersafe’s common stock to be newly issued
      to stockholders of ATI. Powersafe will also assume approximately $700,000 of
      non-convertible preferred stock. As of the date of the merger, Powersafe had
      7,075,000 shares of common stock issued and outstanding 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 May 15, 2008, the
      agreement has not closed.








F-10
 *Table
            of Contents*




**POWERSAFE
          TECHNOLOGY CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **MARCH
            31, 2008, AND 2007**
 **(Unaudited)**


**(9)**  **Recent
      Accounting Pronouncements**





In
      February 2007, the FASB issued SFAS No. 159, “ *The
      Fair Value Option for Financial Assets and Liabilities* ”
(“SFAS
      No. 159”), which permits entities to measure many financial instruments and
      certain other items at fair value that are not currently required to be measured
      at fair value. An entity would report unrealized gains and losses on items
      for
      which the fair value option had been elected in earnings at each subsequent
      reporting date. The objective is to improve financial reporting by providing
      entities with the opportunity to mitigate volatility in reported earrings caused
      by measuring related assets and liabilities differently without having to apply
      complex hedge accounting provisions. The decision about whether to elect the
      fair value option is applied instrument by instrument, with a few exceptions;
      the decision is irrevocable; and it is applied only to entire instruments and
      not to portions of instruments. The statement requires disclosures that
      facilitate comparisons (a) between entities that choose different measurement
      attributes for similar assets and liabilities and (b) between assets and
      liabilities in the financial statements of an entity that selects different
      measurement attributes for similar assets and liabilities. SFAS No. 159 is
      effective for financial statements issued for fiscal years beginning after
      November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
      year provided the entity also elects to apply the provisions of SFAS No. 157.
      Upon implementation, an entity shall report the effect of the first
      re-measurement to fair value as a cumulative-effect adjustment to the opening
      balance of retained earnings. Since the provisions of SFAS No. 159 are applied
      prospectively, any potential impact will depend on the instruments selected
      for
      fair value measurement at the time of implementation. The management of the
      Company is of the opinion that the adoption of this new pronouncement will
      not
      have an impact on its financial statements.





In
      December 2007, the FASB issued SFAS No. 160, *“Noncontrolling
      Interests in Consolidated Financial Statements - an amendment of ARB No. 51”* (“SFAS
      No. 160”), ** which
      establishes accounting and reporting standards to improve the relevance,
      comparability, and transparency of financial information in its consolidated
      financial statements. This is accomplished by requiring all entities, except
      not-for-profit organizations, that prepare consolidated financial statements
      to
      (a) clearly identify, label, and present ownership interests in subsidiaries
      held by parties other than the parent in the consolidated statement of financial
      position within equity, but separate from the parent’s equity; (b) clearly
      identify and present both the parent’s and the noncontrolling’s interest
      attributable consolidated net income on the face of the consolidated statement
      of income; (c) consistently account for changes in parent’s ownership interest
      while the parent retains it controlling financial interest in subsidiary and
      for
      all transactions that are economically similar to be accounted for similarly;
      (d) measure of any gain, loss, or retained noncontrolling equity at fair value
      after a subsidiary is deconsolidated; and (e) provide sufficient disclosures
      that clearly identify and distinguish between the interests of the parent and
      the interests of the noncontrolling owners. This Statement also clarifies that
      a
      noncontrolling interest in a subsidiary is an ownership interest in the
      consolidated entity that should be reported as equity in the consolidated
      financial statements. SFAS No. 160 is effective for fiscal years and interim
      periods on or after December 15, 2008. The management of the Company does not
      expect the adoption of this pronouncement to have a material impact on its
      financial statements.





In
      March
      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 SFAS No. 133, *“Accounting
      for Derivative Instruments and Hedging Activities”* ;
      and
      (c)





F-11
 *Table
            of Contents*




**POWERSAFE
          TECHNOLOGY CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **MARCH
            31, 2008, AND 2007**
 **(Unaudited)**


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. Earlier application is encouraged. The management of the Company
      does
      not expect the adoption of this pronouncement to have a material impact on
      its
      financial statements.





In
      May
      2008, the FASB issued FASB Statement No. 162, “ *The
      Hierarchy of Generally Accepted Accounting Principles* ”
(“SFAS
      No. 162”). SFAS No. 162 identifies the sources of accounting principles and the
      framework for selecting the principles used in the preparation of financial
      statements of nongovernmental entities that are presented in conformity with
      generally accepted accounting principles in the United States of America. 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.




**(10)
      Subsequent Events.**




In
        connection with the merger agreement referred to in footnote 8, approximately
        $1,360,000 was contributed by the new owners as capital to the Company. The
        Company used approximately $1,280,000 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. 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.


F-12
 *Table
          of Contents*




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





As
      used
      in this Form 10-Q, references to the “Powersafe,” “the Company,” “we,” “our” or
“us” refer to Powersafe Technology Corp. unless the context otherwise
      indicates.





**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
      transactions described below, our operations have been limited to
      organizational, start-up, and fund raising activities. We currently have no
      employees other than our officers, and our president and treasurer, Jack N.
      Mayer, is our sole director.





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.





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 sole director and 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, Powersafe Acquisition Corp., 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.




-
          4 -
 *Table
          of Contents*





In
      connection with the transactions described above, approximately $1,360,000
      was
      contributed as capital to Powersafe by the new shareholders. Powersafe used
      approximately $1,280,000 to purchase non convertible Series C Preferred Stock
      issued by Amplification Technologies, Inc., a Delaware corporation (“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 is
      anticipated that based on ATI’s current capitalization approximately 31,500,000
      shares of common stock will 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 will 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 June.





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 April 4, 2008 and are incorporated herein by reference.





**Plan
      of Operation**





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 marketing products that incorporate that technology. We estimate
      that within the next 12 months we will need to raise no less than approximately
      $6,000,000 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 a net loss of $8,278 for the quarter ended
      March
      31, 2008 as compared to the net loss of $5,037 for the period from inception
      (February 5, 2007) through March 31, 2008. The increase was primarily a result
      of an increase in professional fees.. 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 ending 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
      March 31, 2008, we had no cash or cash equivalents. We estimate that we need
      approximately $6,000,000 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.




-
          5 -
 *Table
          of Contents*




**Off
      Balance Sheet Arrangements**





None.





**Item
      3.****Quantitative
      and Qualitative Disclosure 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 and 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))
      within 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. There were no significant changes
      in our internal controls or in other factors that could significantly affect
      these controls subsequent to the last day they were evaluated by our principal
      executive and financial officer.




**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 any 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
      this
      item.




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





None.




-
          6 -
 *Table
          of Contents*





**Item
      3.****Defaults
      Upon Senior Securities.**





None.





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





There
      was
      no matter submitted to a vote of security holders during the fiscal quarter
      ended March 31, 2008.





**Item
      5.****Other
      Information.**




**Item
      6.****Exhibits**





Exhibit
                No.
            
            Description31.1
            
            Rule
                13a-14(a)/15d14(a) Certification32.1
            
            Section
                1350 Certification







-
          7 -
 *Table
          of Contents*




**SIGNATURES**





In
      accordance with the requirements of the Securities Exchange Act of 1934, we
      caused this report to be signed on our behalf by the undersigned, thereunto
      duly
      authorized.




POWERSAFE
      TECHNOLOGY CORP.




Dated:
      May 15, 2008


By: /s/
      Jack
      N. Mayer


Name: Jack
      N.
      Mayer


Title: President,
      Treasurer and Sole Director


(Principal
      Executive and Financial Officer)






-
      8
      -