U.S SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


 (Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

                      For the quarter ended March 31, 2001

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

                        For the transition period from        to

                        Commission file number: 333-33134


                              Save On Energy, Inc.
             (Exact Name Of Registrant As Specified In Its Charter)


                    Georgia                            58-2267238
       (State or Other Jurisdiction of              (I.R.S. Employer
        Incorporation or Organization)             Identification No.)


                             4851 Georgia Highway 85
                                    Suite 211
                           Forest Park, Georgia 30050
                    (Address of Principal Executive Offices)

                                 (404) 765-0131
                         (Registrant's Telephone Number)


Check whether the issuer (1) filed all reports required 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 [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of March 31, 2001, the registrant
had outstanding 5,832,786 shares of common stock.


<PAGE>

                      SAVE ON ENERGY, INC. AND SUBSIDIARIES

                    INDEX TO QUARTERLY REPORT ON FORM 10-QSB

                      For the quarter ended March 31, 2001




     PART I FINANCIAL INFORMATION                                      Page

Item 1   Financial Statements                                            1

Item 2   Management's Discussion and Analysis or Plan of Operation       1

     PART II   OTHER INFORMATION

Item 2   Changes in Securities and Use of Proceeds                       13

Item 6   Exhibits and Reports on Form 8-K                                15

SIGNATURE                                                                16





<PAGE>



                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements.

Registrant's reviewed financial statements covering the three month period
ending March 31, 2001 are filed herewith following the signature page.

Item 2.  Management's Discussion and Analysis or Plan of Operation.

The following discussion should be read together with the reviewed financial
statements of Save which are included as Item 1 in this Form 10-QSB. The
following discussion contains certain forward-looking statements regarding
Save's expectations for its business and its capital resources. The following is
management's discussion and analysis of significant factors which have affected
the financial position and operations of the Company during the three months
ended March 31, 2001 ("Q1 2001"). This discussion may also include events which
occurred subsequent to the end of Q1 2001 and contains both historical and
forward-looking statements. When used in this discussion, the words "expect(s)",
"feel(s)", "believe(s)", "will", "may", "anticipate(s)", "intend(s)", and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to certain risks and uncertainties, which could cause
actual results to differ materially from those projected. Factors that might
cause or contribute to such differences include, but are not limited to, those
discussed in the "Risk Factors" section of this Item 2 of this Form 10-QSB.

         Overview

We primarily market alternative fuel retrofit conversion kits which include a
patented device by which a diesel fuel engine is converted to an engine powered
by either a mixture of diesel fuel and alternative fuel, approximately 80%
natural gas, 20% diesel fuel, or diesel fuel exclusively, which system permits
the vehicle operator to switch from the mixed fuel source to diesel fuel at the
flip of a switch from the driver's seat when the alternative fuel is depleted.
Since the engine can then use either a mixture of alternative fuel and diesel
fuel or diesel fuel alone, the system is a duel fuel system. To a much lesser
degree, we also market conversion kits which convert a gasoline fuel engine to a
bi-fuel engine which can be powered by either gasoline or natural gas.

The primary marketing focus of our duel fuel system is the diesel truck and bus
market segments. Although we have completed development of our duel fuel system
for normally aspirated engines and turbocharged engines, we are still in the
process of developing our duel fuel system for drive-by-wire engines.

The following table sets forth certain statement of operation items as a
percentage of net sales for the period indicated:

                                         Three Months Ended: March 31

                                  2000         2001        2000        2001
                                  ----         ----        ----        ----
Net Sale                        $52,727     $  80,593     100.00%     100.00%
Cost of Goods Sold             $ 24,817     $  36,603      47.1%       45.4%
Gross Profit                   $ 27,910     $  43,990      52.9%       54.6%
Operating Expenses             $246,846      $259,923     468.2%      322.5%
Other Income & (Expense        ($11,936)     ($16,926)    (22.6%)     (21.0%)
Income (Loss)                 ($230,872)    ($232,859)   (437.9%)    (288.9%)


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         Results of Operations

Our earnings before interest, taxes, depreciation, and amortization (EBITDA) for
Q1 2001 was a loss of approximately $213,981, which represented a decrease as
compared to the same three month period ending March 31, 2000 ("Q1 2000"). This
loss includes non-cash expenses/charges recorded during the period. We
recognized non-cash expenses/charges of $231,671 relating to the conversion of
nine promissory notes with original conversion prices of $0.75 per share but
which were each actually converted in their entirety, including the interest
thereon, at prices ranging from $0.57 to $0.77 per share, $219,171 relating to
662,000 common shares issued to individuals for consulting and legal services,
$6,250 relating to a warrant to purchase up to 100,000 shares of our common
stock issued to Peter Peterson for consulting services pursuant to the Aspen
Capital Parterns consulting agreement annexed hereto as Exhibit 10.1, and
$6,250 relating to a warrant to purchase up to 100,000 shares of our common
stock issued to a law firm in consideration of legal services.

         Revenues

Revenues from the sale of our conversion kits are recognized when the product is
shipped. Our patented technology is licensed from the Davis Family Trust to
which we are currently required to pay a royalty fee of $21 per patent per unit
sold (for each of four patents) and $154 per unit for the fifth patent, all as
adjusted annually based on the consumer price index. Due to our shortage in
working capital, we are significantly in arrears on the royalty payments due
under such licensing agreement.

Our revenues during Q1 2001 resulted primarily from sales of our Dual Fuel
Diesel conversion kits. We sold 7 such conversion kit units during Q1 2001, at
$5,200 each. Our remaining revenues resulted from the sale of replacement parts,
forklift conversions and consulting fees.

Gross revenues increased from $52,727 during Q1 2000 to $80,593 in Q1 2001. This
increase was due mainly to increased sales of diesel kits and replacement parts
to our existing  base of customers.

         Cost of Sales

Our cost of sales consists primarily of purchases of components or inventory
used in assembling kits and parts for sale. Our cost of sales increased from
$24,817 during Q1 2000 to $36,603 during Q1 2001. This increase was due mainly
to increased volume of kit and part sales.

Our direct costs and manufacturing overhead remained fairly steady between Q1
2000, when it was 52.9% of gross revenues and Q1 2001 when it was 54.6% of such
figure. The primary reason for this was stability in our cost of purchase and
consistency in our cost of warranty claims.

         Sales, General and Administrative Expenses

Operating expenses for Q1 2001 include approximately $135,000 in non-cash
expenses/charges for stock and warrants issued for services (see "Results of
Operations" above).

Our operating expenses increased from $246,846 during Q1 2000 to $259,923 in
Q1 2001. This increase was due mainly to increases in outside consulting costs
associated with raising capital and increased premises expenses. These increases
were balanced by a 40% reduction in employment costs due to a trimmed staff,
reduction in various sales costs due to our current liquidity, reduction in
professional fees due to increased costs in the prior year associated with
registration efforts, a reduction in first quarter research

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<PAGE>

and development expenditures (until we obtain additional funding) and reduction
in reserve for bad debts due to a smaller reserve based on receivables
outstanding.

         Liquidity and Capital Resources

The following table sets forth certain balance sheet items as of the period
ending date indicated:

                                                  As of March 31

                                          2000                   2001
                                          ----                   ----
Current Assets                         $ 204,189               $166,487
Fixed Assets                            $ 35,528                $46,564
Current Liabilities                    $ 682,390               $750,420
Long-Term Liabilities                  $       0                $20,655
Equity (Deficit)                       ($420,173)             ($558,024)

As of March 31, 2001, Save had $166,487 in current assets, $750,420 in current
liabilities and a accumulated deficit of $(2,773,423). We had a net loss of
$(232,859) for Q1 2001. Operating expenses for Q1 2001 included approximately
$135,000 in non-cash expenses/charges related to stock and other securities
issued for services (see "Results of Operations" above). Negative cash flow for
the period was $(11,467).

During Q1 2001, we financed our operations primarily through private sales of
common stock, borrowings under our revolving line of credit with Peachtree
National Bank, and, to a limited extent, revenues derived from the sale of our
products.

Currently the company borrows money from its primary bank on a line of credit in
the amount of $150,000 at an annual rate of prime plus two percent. The company
has a secured borrowing on a vehicle used in deliveries and for research
activities. This loan is for a period of 5 years due in 2005 at a 13% interest
rate per annum.

The company has converted certain liabilities to equity by the issuance of
common stock. The effect of these conversions has been to reduce our accumulated
deficit by the amount of $545,449.

Net cash used in operating activities was $(222,982) in Q1 2000 and $(105,622)in
Q1 2001. Cash used in operating activities in Q1 2000 primarily resulted from a
net loss of $(230,872) a decrease of $(17,509) in accrued expenses and an
increase in accounts receivable of $10,991, offset by net cash generated by
depreciation and amortization of $3,997, a reduction in inventory of $12,127, an
increase in accounts payable of $6,944 and an increase of $13,322 in taxes
payable. For Q1 2001, cash used in operating activities primarily resulted from
a net loss of $(232,859), a decrease of $(63,892) in accounts payable and
$(83,983) in accrued expenses, offset by a decrease in accounts receivable and
inventory of $3,464 and $19,812 respectively, an increase of taxes payable of
$14,832 as well as non-cash reconciling items to net loss of depreciation and
amortization of $5,333 and common stock issued for services of $231,671.

As of March 31, 2001, the Company had $2,740 in cash. As shown in the
accompanying financial statements, and as of March 31, 2001, the Company's
current liabilities exceeded its current assets by $583,933 and its total
liabilities exceeded its total assets by $558,024. These factors continue to
create an uncertainty about the Company's ability to continue as a going
concern.

In order to maintain current level of operations, the Company will need to
secure additional funding sources to meet its operating expenses. Such funding
sources may include, but are not limited to, private

                                       3
<PAGE>

placements of common or convertible equities, placement of debt with banks,
private or public investors, or other lending institutions.

The Company believes that through a combination of outside sources of capital
and revenues generated from sales it will have sufficient sources of capital to
meet its operating needs. However, any substantial delays in receipt of or
failure to obtain such capital will prevent the Company from operating as a
going concern, given its limited revenues and capital reserves.

         Risk Factors

The Company's liquidity, capital resources, and results of operations indicate
that an investment in the Company remains speculative, involves a high degree of
risk, and should not be made by persons who cannot afford the loss of their
entire investment. Prospective investors in the Company should carefully
consider all of the information contained in this Report before deciding whether
to purchase securities of the Company, and, in particular, the factors set forth
below.

Information contained in this Report contains "forward-looking statements" which
can be identified by the use of forward-looking terminology such as "believes",
"expects", "may", "should" or "anticipates" or the negative thereof or other
variations thereon or comparable terminology or by discussions of strategy. No
assurance can be given that the future results covered by the forward-looking
statements will be achieved. The following Risk Factors include, among other
things, cautionary statements with respect to certain forward-looking
statements, including statements of certain risks and uncertainties that could
cause actual results to vary materially from the future results referred to in
such forward-looking statements.

         RISKS ASSOCIATED WITH OUR BUSINESS

We  Need To Obtain Financing In Order to Pursue Our Business Plan.

We have incurred negative cash flow from operations since inception. We do not
expect to generate positive cash flow sufficient to fund our operations in the
near term. We believe that our available cash, cash from operations and
available borrowings will be insufficient to satisfy our projected cash
requirements through 2001. Thus, we currently need to raise additional capital
to repay existing debt, fund our research and development, manufacturing, sales
and marketing activities, and we are currently seeking to obtain such financing.
Our future liquidity and capital requirements will depend on numerous factors,
including:

          o    the extent to which our present and future  products  gain market
               acceptance;

          o    the  extent  to  which we  successfully  develop  products  under
               research or development;

          o    the timing of emissions certifications concerning our products;

          o    the timing,  procurement and enforcement of international  patent
               (PCT) awards;

          o    the costs and timing of  expansions  of our sales,  marketing and
               manufacturing activities;

          o    the cost,  timing and  business  management  of future  potential
               acquisitions,  if any, and contingent liabilities associated with
               acquisitions; and

                                       4
<PAGE>

          o    the results of competition.

We cannot assure you that additional capital will be available on acceptable
terms, if at all. Furthermore, any additional equity financing would likely be
dilutive to stockholders, and debt financing, if available, may include
restrictive covenants which may limit our currently planned operations and
strategies. If adequate funds are not available, we may be required to curtail
our operations significantly or to obtain funds by entering into collaborative
agreements or other arrangements on unfavorable terms. If we fail to raise
capital on acceptable terms, our business could be substantially harmed or we
could be forced to cease operations.

We Have A History Of Losses And May Never Achieve Profitability.

We have incurred net losses since our inception. At March 31, 2001, our
accumulated deficit was $2,773,423. We anticipate that we will continue to incur
additional operating losses in the near to mid-term. Our losses to date have
resulted principally from expenses incurred in our research and development
programs, including beta testing, and from general and administrative and sales
and marketing expenses. We cannot assure you that we will attain profitability
or, if we do, that we will remain profitable on a quarterly or annual basis in
the future.

Our Auditors Have Determined That There is Uncertainty As To Our Ability to
Continue As A Going Concern.

Our auditors, Jack Kane & Company, P.C., have included a footnote in the
reviewed financial statements which they have prepared and which are included
as Item 1 of this Form 10-QSB that calls into question our ability to operate
as a going concern. Their conclusion is drawn from the fact that we incurred
a net loss of $232,859 during the three month period ending March 31, 2001,
and, as of that date, our total liabilities exceeded our total assets by
$558,024. Although we are currently pursuing appropriate financing alternatives
in an effort to strengthen our financial condition, we cannot assure you that
any such financing will be obtained or that, if obtained, it will be on terms
which are favorable.

Our Limited Operating History Makes It Difficult To Analyze Our Prospects For
Success.

We were organized on April 1, 1996 and have conducted only limited operations to
date, consisting of negotiating the license to use the patents, further research
and development, including beta testing, and limited sales efforts. No
assurances can be given that we will develop a marketing and sales program which
will generate significant revenues from the sales of our duel fuel conversion
systems. The likelihood of our success must be viewed in light of the delays,
expenses, problems and difficulties frequently encountered by an enterprise in
its development stage, many of which are beyond our control. We are subject to
all the risks inherent in the development and marketing of new products.

We Have Limited Resources To Devote To Product Development And
Commercialization.

Our strategy is to further develop our Electronic System Technology and to
pursue our Stationary System Technology Initiative. We believe that our revenue
growth and profitability, if any, will substantially depend upon our ability to:

         o   improve market acceptance of our current products;

         o   complete development of our new products;  and

                                       5
<PAGE>

         o   successfully introduce and commercialize our new products.

We have introduced our Mechanical System Technology into the marketplace only
recently and our other products are still under development. Because we have
limited resources to devote to product development and commercialization, any
delay in the development of one product or reallocation of resources to product
development efforts that prove unsuccessful may delay or jeopardize the
development of our other products or product initiatives. If we fail to develop
new products and bring them to market, our business could be substantially
harmed.

We May Experience Difficulty In Commercializing Our Products.

Because several of our current products, as well as a number of products under
development, are novel, we may need to expend substantial efforts in order to
educate our customers about the uses of our products and to convince them of the
need for our products. We cannot assure you that any of our products will
achieve satisfactory market acceptance or that we will successfully
commercialize them on a timely basis, or at all. If any of our products do not
achieve a significant level of market acceptance, our business could be
substantially harmed.

There is no Assurance Of Sales or Acceptance of our Products Which Have Only
Been Sold To Date On A Very Limited Basis.

The engine conversion kits we market and sell have been distributed only on a
limited basis during the last 6 years and no assurance can be given that we will
be able to market such products successfully on a wide-scale commercial basis or
that significant revenues will be generated from any such sales.

We Are and Will Continue to be Highly Dependent on the Success of Our Dealers.

Our business plan in respect of our vehicular products is structured in such a
way that our dealers, which resell our products to fleet operators and other
users, are actually our customers. We are, therefore, highly dependent on the
ability of our dealers to successfully market and sell our products in order for
our sales revenues to continue and to grow. If our dealers prove unable to sell
a quantity of product commensurate with our objectives or needs, it would have a
materially adverse effect on our business, financial condition and results of
operations.

Technological Change May Make Our Products Obsolete Or Difficult To Sell At A
Profit.

To date, the market for alternative fuel technology systems and equipment has
not, to our knowledge, been characterized by rapid changes in technology.
However, there can be no assurance that new products or technologies, presently
unknown to management, will not, at any time in the future and without warning,
render our dual fuel technology less competitive or even obsolete. Major
automobile and truck companies, academic and research institutions, or others,
for example, could develop new fuels or new devices which could be installed at
the original equipment manufacturer level and which could potentially render our
systems obsolete. Moreover, the technology upon which our dual fuel systems are
based could be susceptible to being analyzed and reconstructed by an existing or
potential competitor. Although the Company is the license holder of certain
United States patents respecting its proprietary dual fuel system, we may not
have the financial resources to successfully defend such patent, were it to
become necessary, by bringing patent infringement suits against parties that
have substantially greater resources than those available to us. We must
continue to create innovative new products and modifications to our existing
products reflecting evolving needs within our domain of expertise, and we must
meet be able to meet the financial demands associated with such continued
development. Failure to do so could prevent us from developing and maintaining a
significant market for our products.

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<PAGE>

In addition, competitors may develop technology and systems that can be sold and
installed at a lower per unit cost. There can be no assurance that we will have
the capital resources available to undertake the research which may be necessary
to upgrade our equipment or develop new devices to meet the efficiencies of
changing technologies. Our inability to adapt to technological change could have
a materially adverse effect on our results of operations.

The Lack Of Current Dealers Limits Our Ability To Market Our Products.

As of the date hereof, we are distributing our products exclusively through our
offices in Forest Park, Georgia and 12 independent dealers. We intend to
establish a network of dealers both domestically as well as internationally
through which we will market and sell our products. However, there can be no
assurance that we will be able to negotiate and enter into satisfactory dealer
agreements or, if negotiated and concluded, that such dealers will employ
qualified or competent personnel or that they will be able to obtain effectively
distribute our products. Until such time as we can establish a strong network of
domestic and international dealers, if ever, we must continue to rely on our
in-house staff and executives in our Forest Park office to develop a sales base
for our products.

Our Proprietary  Technology May Not Be Adequately  Protected From Unauthorized
Use By Others,  Which Could Increase Our Litigation Costs.

Our ability to compete effectively will depend in part on our ability to develop
and maintain proprietary aspects of our technology and either to operate without
infringing the proprietary rights of others or to obtain rights to technology
owned by third parties. We have United States and foreign-issued patents and are
currently prosecuting patent applications in the United States and with various
foreign patent offices. We cannot assure you that any of our pending patent
applications will result in the issuance of any patents or that any issued
patents will offer protection against competitors with similar technology. We
cannot assure you that any patents we receive will not be challenged,
invalidated or circumvented in the future or that the rights created by those
patents will provide a competitive advantage. We also rely on trade secrets,
technical know-how and continuing invention to develop and maintain our
competitive position. We cannot assure you that others will not independently
develop substantially equivalent proprietary information and techniques or
otherwise gain access to our trade secrets.

We cannot assure you that we will not become subject to patent infringement
claims and litigation in the United States or other countries or interference
proceedings conducted in the United States Patent and Trademark Office to
determine the priority of inventions. The defense and prosecution of
intellectual property suits, USPTO interference proceedings, and related legal
and administrative proceedings are costly, time-consuming and distracting. We
may also need to pursue litigation to enforce any patents issued to us or our
collaborative partners, to protect trade secrets or know-how owned by us or our
collaborative partners, or to determine the enforceability, scope and validity
of the proprietary rights of others. Any litigation or interference proceeding
will result in substantial expense to us and significant diversion of the
efforts of our technical and management personnel. Any adverse determination in
litigation or interference proceedings could subject us to significant
liabilities to third parties. Further, as a result of litigation or other
proceedings, we may be required to seek licenses from third parties which may
not be available on commercially reasonable terms, if at all.

We Do Not Have Patent Or Other  Intellectual  Property  Protection In Many
Countries  Which Are  Potentially  Very Important Markets For Us.

Our products are most valuable in parts of the world having the worst air
pollution problems. Many cities and areas throughout the world which have the
worst air pollution problems are developing and/or third-

                                       7
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world countries.
Although these countries represent very significant and important markets for
us, we do not currently have patent or other intellectual property protection in
many of these places. Moreover, given the legal systems in certain of these
countries, the ability to effectively pursue infringement initiatives or
remedies even if we had or were able to obtain such protection, could be very
limited. Any copying, reverse engineering or other unauthorized use of our
technology in one or more of these countries could result, directly or
indirectly, in a very significant loss of economic opportunity for us. Any such
loss could have a materially adverse effect on our business and prospects.

Our Success Depends On The Efforts Of, And Our Ability To Retain, Certain
Executive Officers And A Key Consultant, And To Attract And Retain Qualified
Personnel.

Our future success will be largely dependent on the personal efforts of Robby
Davis, an officer and director of the Company, and Frank Davis, a consultant to
the Company and the Technical Advisor to the Board of Directors. The loss of
either of such persons would have a material adverse effect on our business and
prospects. We have no key man life insurance on either individual.

Our success is further dependent upon our ability to attract, assimilate and
retain qualified employees and consultants. If we do not succeed in retaining or
motivating our current personnel or in recruiting and retaining additional
qualified employees, our business will be adversely affected and our abilities
to fulfill our business plan impaired. Competition for personnel in our
industry, particularly those with expertise, is intense, and there can be no
assurance that we will be able to attract and retain the necessary personnel or
that we will be able to afford them in terms of cash compensation, equity-based
incentives or other benefits. Any failure on our part to attract additional
qualified employees or to retain the services of key personnel is likely to have
a materially adverse affect on our business, results of operations, financial
condition and prospects.

We Have Limited Manufacturing Experience and Capacity and Rely Entirely on a
Single Supplier for our Manufacturing.

To be successful, we must manufacture, or contract for the manufacture of, our
current and future products in sufficient quantities and on a timely basis,
while maintaining product quality and acceptable manufacturing costs. Currently,
the control boxes and other key elements used for our conversion kits are
received from a single source, Ambac International Corporation, with whom we are
currently involved in a dispute over outstanding balances. Accordingly, should
anything happen to our supplier, or for some reason we are no longer able to
obtain the control boxes or other key elements from our supplier, we will not be
able to produce or will be delayed in producing conversion kits for sale or
distribution, which could cause delays in our operation or sales or make
continued operation or sales unprofitable.

Factors Beyond Our Control May Cause Our Operating Results To Fluctuate And Many
Of Our Expenses Are Fixed.

We believe that our future operating results will fluctuate on a quarterly basis
due to a variety of factors, including:

         o   the introduction of new products by us or by our competitors;

         o   patent protection availability;

         o   market acceptance of our current or new products;

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<PAGE>

         o   regulatory (emissions) certifications and other delays in product
             development;

         o   product recalls;

         o   competition and pricing pressures from competitive products;

         o   manufacturing delays;

         o   shipment problems;

         o   the performance of our dealers; and

         o   the results of training.

We anticipate having high operating expenses for personnel, new product
development and marketing. Many of these expenses are fixed in the short term.
If any of the factors listed above cause our revenues to decline, our operating
results could be substantially harmed.

We Are Subject To Risks In Our International Transactions And Operations.

We are subject to risks related to our international operations. We anticipate
that international sales will increasingly account for a significant portion of
our net sales and revenue. We intend to widen the scope of our license from the
Davis Family Trust and to expand our export sales to markets in Asia, Europe,
South America, Africa and the Middle East and to enter additional countries in
these international markets which may require significant management attention
and financial resources. Changes in existing regulatory requirements outside of
the United States or the adoption of new requirements in foreign countries could
have a material adverse effect on our business, financial condition and results
of operations. For instance, foreign governments may extend timetables
decelerating the time within which certain industries must comply with existing
regulations mandating the use of alternative fuels so that the industry will
grow at a much slower pace. Thus, our operating results will be increasingly
subject to risks related to international sales, including:

          o    Unexpected changes in regulatory requirements and tariffs;

          o    Considerably more complicated shipping and handling logistics;

          o    Difficulties in staffing and managing foreign operations;

          o    Longer payment cycles;

          o    Greater difficulty in accounts receivable collection;

          o    Operational  difficulties in the handling of merchandise  returns
               and exchanges;



          o    Potentially adverse tax consequences;

          o    Price controls or other restrictions on foreign currency; and

          o    Difficulties in obtaining export and import licenses.

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<PAGE>

Additionally, gains and losses on the conversion of foreign payments into U.S.
dollars based on fluctuating exchange rates may contribute to fluctuations in
our results of operations and could lead to reduce gross revenue and/or gross
margin figures from dollar-denominated international sales. If we are successful
in generating significant international sales revenues, which we cannot assure,
our inability to overcome or otherwise avoid negative consequences from any or a
combination of these risks could have a materially adverse effect on our
business, results of operations, financial condition and prospects.

We Must Manage Our Growth Effectively.

We anticipate that our business will grow as we develop and commercialize new
products, and that this growth will result in an increase in responsibilities
for both existing and new management personnel. In order to manage growth
effectively, we will need to continue to implement and improve our operational,
financial and management information systems, to train, motivate and manage our
current employees, and to hire new employees. We cannot assure you that we will
be able to manage our expansion effectively. Failure to do so could
substantially harm our business.

We May Face Increased Governmental Regulation and Legal Uncertainties.

We are not currently subject to direct regulation by any domestic or foreign
governmental agency, other than regulations applicable to businesses generally.
Regarding the conversion technology, the only regulations the equipment falls
into in certain regions of the US and certain regions of other countries is
emission related, e.g. EPA.

A Public Market For Our Shares May Not Be Sustained And The Price May Fluctuate.

Our stock is publicly traded on the OTC Bulletin Board maintained by NASDAQ
under the symbol "SOEI". The closing bid price as of May 4, 2001 was $0.51.
There can be no guarantee that such price or the current price can be
maintained or be expected to increase in value. We intend to apply to have our
common stock approved for quotation on the NASDAQ SmallCap Market at such time,
in the future, that it meets the requirements for inclusion. As of the date
hereof, however, the Company is not eligible for inclusion on NASDAQ or for
listing on any national stock exchange. All companies applying and authorized
for NASDAQ are required to have not less than $4,000,000 in net tangible
assets, a public float with a market value of not less than five million
dollars, and a minimum bid of price of $4.00 per share. At the present time,
the Company is unable to state when, if ever, it will meet the NASDAQ
application standards. Unless the Company is able to increase its net worth
and market valuation substantially, either through the accumulation of surplus
out of earned income or successful capital raising financing activities, it
will never be able to meet the eligibility requirements of NASDAQ.

Unless An Active Public Trading Market Develops For Our Securities, You May Not
Be Able To Sell Your Shares

To date, there has been a very limited public market for our Common Stock, and
until such time as we are able to become listed on a national exchange or on the
NASDAQ Stock Market, if at all, there will continue to be only very limited
public trading market for our Common Stock. There can be no assurance, moreover,
that an active trading market will ever develop or, if developed, that it will
be maintained. Failure to develop or maintain an active trading market could
negatively affect the price of our securities.

                                       10
<PAGE>

Our Common Stock May be Subject to Penny Stock Regulation.

The Securities Enforcement and Penny Stock Reform Act of 1990 requires special
disclosure relating to the market for penny stocks in connection with trades in
any stock defined as a "penny stock". Securities Exchange Commission
("Commission") regulations generally define a penny stock to be an equity
security that has a market price of less than $5.00 per share and is not listed
on The NASDAQ SmallCap Stock Market, The NASDAQ National Market or a major stock
exchange. These regulations subject all broker-dealer transactions involving
such securities to the special "Penny Stock Rules" set forth in Rule 15g-9 of
the Securities Exchange Act of 1934 (the "34 Act"). These Rules affect the
ability of broker-dealers to sell the Company's securities and also may affect
the ability of purchasers of the Company's common stock to sell their shares in
the secondary market, if such a market should ever develop. The current market
price of the our common stock is substantially less than $5 per share and such
stock can, for at least for the foreseeable future, be expected to continue to
trade in the over-the-counter market at a per share market price of
substantially less than $5. Accordingly, any broker-dealer sales of our common
shares will be subject to the Penny Stock Rules.

The Penny Stock Rules also impose special sales practice requirements on
broker-dealers who sell such securities to persons other than their established
customers or "Accredited Investors". Among other things, the Penny Stock Rules
require that a broker-dealer make a special suitability determination respecting
the purchaser and receive the purchaser's written agreement to the transaction
prior to the sale. In addition, the Penny Stock Rules require that a
broker-dealer deliver, prior to any transaction, a disclosure schedule prepared
in accordance with the requirements of the Commission relating to the penny
stock market. Disclosure also has to be made about commissions payable to both
the broker-dealer and the registered representative and the current quotations
for the securities. Finally, monthly statements have to be sent to any holder of
such penny stocks disclosing recent price information for the penny stock held
in the account and information on the limited market in penny stocks.
Accordingly, for so long as the Penny Stock Rules are applicable to our common
stock, it may be difficult to trade such stock because compliance with such
Rules can delay and/or preclude certain trading transactions. This could have an
adverse effect on the liquidity and/or price of our common stock.

We May Issue Preferred Stock With Certain Preferences May Depress Market Price
Of The Common Stock.

The Board of Directors may designate a series or classes of preferred shares
without shareholder consent which designations may give the holders of the
preferred stock, if previously issued, voting control and other preferred rights
such as to liquidation and dividends. The authority of the Board of Directors to
issue such stock without shareholder consent may have a depressive effect on the
market price of our Common Stock even prior to any such designation or issuance
of preferred stock. Any such issuance of shares of preferred stock, under
certain circumstances, could have the effect of delaying or preventing a change
in control of Save or other take-over attempt and could adversely materially
affect the rights of holders of shares of our Common Stock.

We Do Not Plan To Pay Cash Or Stock Dividends.

We have never paid any cash dividends on our Common Stock and we anticipate
that, for the foreseeable future, we will continue to retain any earnings for
use in the operation of our business and do not intend to pay cash or stock
dividends. Any payment of dividends in the future will be at the discretion of
our board of directors.

                                       11
<PAGE>

We May Infringe On The Proprietary Intellectual Rights Of Others.

Although we are not aware of any pending or threatened claims, we cannot assure
that third parties will not bring claims of patent, copyright, or trademark
infringement against us. Any claims of infringement, with or without merit,
could be time consuming to defend, result in costly litigation, divert
management's attention, require us to enter into costly royalty or licensing
arrangements or prevent us from using important technologies or methods, any of
which are likely to have a materially adverse effect on our business, results of
operations, financial condition and prospects.

         RISKS ASSOCIATED WITH OUR INDUSTRY

Competition  From  Companies  With Already  Established  Marketing  Links To Our
Potential  Customers May Adversely Effect Our Ability To Market Our Products.

As the time to comply with federal and state regulations relating to emissions
and fuel efficiency approaches, so too does the universe of entities seeking to
develop and market products such as those we sell. A very limited number of
companies presently are marketing dual fuel conversion kits. In addition,
automobile and truck manufacturers may develop and install similar proprietary
devices as original equipment. Unless we are able to become a licensor to such a
group or groups, any such occurrence could have a materially adverse effect on
our business.

We expect our competition to intensify. Although competitors are limited,
several current and potential competitors have longer operating histories,
larger customer bases, greater brand name recognition and significantly greater
financial, marketing and other resources than we have. Certain of our
competitors may be able to secure product from vendors on more favorable terms,
devote greater resources to marketing and promotional campaigns, and adopt more
aggressive pricing or inventory availability policies, than we will. There can
be no assurance that we will be able to compete successfully against current and
future competitors, and competitive pressures faced by us are likely to have a
materially adverse affect on our business, results of operations, financial
condition and prospects.

Competition Utilizing Other Energy Sources May Adversely Affect Our Ability To
Market Our Products.

The current regulatory emphasis on lowering engine emissions is an economic
incentive for developing non-petroleum based or decreased hydrocarbon emitting
power sources, some of which may be superior to ours or may well be selected by
converters, states or federal agencies, regardless of superiority. In this
regard, we are also competing against manufacturers of electric vehicles and
against vehicles which rely on other fuel sources such as solar power or
hydrogen. Electric cars have been in development for many years and have been
tested extensively and some manufacturers are selling such vehicles on a
commercial basis.

Resistance To Our Products By Major Oil Companies May Adversely Affect Our
Ability To Market Our Products.

The major oil companies remain a powerful and formidable lobby. Our products
directly contest the continued use of large quantities of petroleum based
products (gasoline and diesel fuel) and we and others in the industry may face
obstacles to our success imposed by pressures asserted by the major oil
companies. We are unable to predict whether or not the oil companies will
present any significant impediments to the continued growth and overall success
of the industry in which we are engaged.

                                       12
<PAGE>

Safety Concerns in Connection with Alternative Fuels and our Products Generally,
and our Limited Liability Insurance May Adversely Affect our Ability to Conduct
Business.

Liquefied natural gas is highly flammable and may present risk in the event of a
collision involving the storage tanks. These concerns may make marketing our
products more difficult at any point in time. Further, an accident or
catastrophe could adversely affect our ability to conduct business in view of
our limited insurance. Although we have obtained liability insurance from a
"Best" A rated insurance carrier, our coverage is only in the gross amount of $2
million in the aggregate during any one year and $1 million per event to cover
accidents or other liability incurred as a result of a malfunction of our
products. There is no assurance that coverage in this amount will be sufficient
to meet all claims which we may face in respect of our products, particularly in
the event of any serious bodily harm or property damage as a result of defects
or flaws in the products. In the event the amount of any claim or claims in the
aggregate exceeds the amount of our liability insurance, we may be required,
among other possible scenarios, to remit all revenues to claimants which may
force us to cease operations.

The Limited Availability Of Alternative Fuels Can Hinder Our Ability To Market
Our Products.

Alternative fuel engines have been commercially available in the past; however,
the most significant impediment to the growth in the market for alternative fuel
vehicles traditionally has been the limited availability of alternative fuel
fueling locations (stations) for natural gas and propane. The success of engines
based on alternative fuels will probably be directly affected by the development
of the fueling infrastructure of the natural gas industry and the widespread
availability of such fuel sources. In all events, our business and the market
for alternative fuel vehicles would benefit substantially from the growth of the
infrastructure of the natural gas industry and the more widespread availability
of alternative fuels. Conversely, our business and the market for alternative
fuel vehicles would be substantially hurt by a diminished or lack of growth of
the infrastructure of the natural gas industry and the less widespread
availability of alternative fuels.

                           PART II. OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds.

The following were private issuances of securities by the Company in
transactions not involving a public offering and which were exempt from the
registration provisions of the Securities Act pursuant to Section 4(2) thereof.
Each of these sales was made without the use of an underwriter.

As of February 2001, we issued 56,000 shares of common stock to John Connelly
from the conversion of a promissory note in the face value of $25,000, plus
accrued interest through the date of conversion.

As of February 2001, we issued 56,000 shares of common stock to William Ashby
from the conversion of a promissory note in the face value of $25,000, plus
accrued interest through the date of conversion.

As of February 2001, we issued 118,000 shares of common stock to Brian Haynes
from the conversion of a promissory note in the face value of $50,000, plus
accrued interest through the date of conversion.

As of February 2001, we issued 112,000 shares of common stock to Michael Orr
from the conversion of a promissory note in the face value of $50,000, plus
accrued interest through the date of conversion.

As of February 2001, we issued 56,000 shares of common stock to Du Puy, Inc.from
the conversion of a promissory note in the face value of $25,000, plus accrued
interest through the date of conversion.

                                       13
<PAGE>

As of February 2001, we issued 56,000 shares of common stock to Marie Louise
Akesson from the conversion of a promissory note in the face value of $25,000,
plus accrued interest through the date of conversion.

As of February 2001, we issued 18,667 shares of common stock to Jetway
Management Company, Ltd. from the conversion of a promissory note in the face
value of $12,500, plus accrued interest through the date of conversion.

As of February 2001, we issued 18,667 shares of common stock to Canecom
Investment Company, Ltd.from the conversion of a promissory note in the face
value of $12,500, plus accrued interest through the date of conversion.

As of February 2001, we issued 183,200 shares of common stock to Success
Unlimited from the conversion of a promissory note in the face value of
$130,000 plus accrued interest through the date of conversion.

As of February 2001, we issued 80,000 shares of common stock to Du Puy, Inc.
as a direct sale, for $20,000.

As of March 2001, we issued 100,000 shares of common stock to Al Jandool
Brides Jewellery in a private placement transaction for $25,000.

As of March 2001, we issued 100,000 shares of common stock to Salah K. Al
Fulaij in a private placement transaction for $25,000.

As of March 2001, we issued 40,000 shares of common stock to Du Puy, Inc. in a
private placement transaction for $10,000.

As of March 2001, we issued 280,112 shares of common stock to Peter Peterson
and his designees in a private placement transaction for $20,000.

As of March 2001, we issued 280,112 shares of common stock to NC8937 LTD. and
its designees in a private placement transaction for $20,000.

As of March 2001, we issued 70,028 shares of common stock to Du Puy, Inc. in a
private placement transaction for $5,000.

As of March 2001, we issued 140,000 shares of common stock to J.S. Langberg as
trustee for Logan and Harley Langberg, in a private placement transaction for
$10,000.

As of March 2001, we issued 30,000 shares of common stock to Kramer & Kramer,
LLP in exchange for legal services rendered and valued at $15,600.

As of March 2001, we issued 232,000 shares of common stock to MBO, Inc. as
consideration for consulting services rendered and valued at $116,071.

As of March 2001, we issued 100,000 shares of Common Stock to Aspen Capital as
consideration for certain consulting services rendered and valued at $25,000.

As of March 2001, we issued 200,000 shares of common stock to Frank Davis as
consideration for certain consulting services rendered and valued at $50,000.

                                       14
<PAGE>

As of March 2001, we issued 50,000 of common stock to Doris Pincombe as
consideration for certain services rendered and valued at $12,500.

As of March 2001, we issued 50,000 shares of common stock to Jozef Turief in
exchange for services rendered valued at $12,500.

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits:

Exhibit
Number        Description of Exhibit

10.1          Consulting agreement between Aspen Capital Partners, LLC and the
              Company dated March 7, 2001.*

------------------------
         * filed herewith

(b)             Reports on Form 8-K

         The Company did not file any Current Reports on Form 8-K during the
first quarter of 2001.



                                       15
<PAGE>





                                    SIGNATURE

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

                                                        SAVE ON ENERGY, INC.



Date:  May 18, 2001                         By: /s/ Robby E. Davis
                                                -------------------
                                                    Robby E. Davis
                                                    President


                                       16
<PAGE>



                              SAVE ON ENERGY, INC.

                    (FORMERLY ELECTRONIC FUEL CONTROL, INC.)
                      (A COMPANY IN THE DEVELOPMENT STATE)

                              FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                 MARCH 31, 2001



                                      f-1
<PAGE>




                              SAVE ON ENERGY, INC.
                    (FORMERLY ELECTRONIC FUEL CONTROL, INC.)
                          INDEX TO FINANCIAL STATEMENTS
                                 MARCH 31, 2001



Accountants' Review Report

Financial Statements

      Balance Sheets                                       Exhibit "A"

      Statement of Operations                              Exhibit "B"

      Statement of Stockholders' Equity                    Exhibit "C"

      Statement of Cash Flows                              Exhibit "D"

Notes to Financial Statements

Supplementary Information

      Cost of Sales                                        Schedule "1"

      Operating Expenses                                   Schedule "2"

      Other Deductions                                     Schedule "3"


                                      f-2
<PAGE>






To the Stockholders of
Save On Energy, Inc.
4851 Georgia Highway 85
Forest Park, Georgia 30297




      We have reviewed the accompanying balance sheet of Save On Energy, Inc. as
of March 31, 2001 and the related statements of operations and stockholders'
equity and cash flows for the three months then ended, and the accompanying
supplementary information contained in Schedules 1-3 that are presented only for
supplementary analysis purposes, in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants. All information included in these financial statements is
the representation of the management of Save On Energy, Inc.

      A review consists principally of inquiries of Company personnel and
analytical procedures applied to the financial data. It is substantially less in
scope than an audit in accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

      Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them to be
in conformity with generally accepted accounting principles.


                                      f-3
<PAGE>


      We previously audited, in accordance with generally accepted accounting
standards, the balance sheet as of December 31, 2000, and the related statements
of operations and stockholders' equity and cash flows for the year then ended
(not presented herein), and in our report dated March 23, 2001 we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying balance sheet as of December 31, 2000
is fairly presented in all material respects in relation to the balance sheet
from which it has been derived.




                                                 Jack Kane & Company, P.C.











May 16, 2001











                                      f-4
<PAGE>


                                   EXHIBIT "A"
                              SAVE ON ENERGY, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                                 BALANCE SHEETS




                                     ASSETS
<TABLE>
<S>                                                             <C>                <C>

                                                                   (Unaudited)          (Audited)
                                                                    3/31/01             12/31/00

Current assets
     Cash                                                         $      2,740         $     14,207
     Accounts receivable, net                                           25,224               28,688
     Inventory                                                         138,523              158,335
                                                                    ----------           ----------
                                    Total current assets               166,487              201,230
                                                                    ----------           ----------

Property, plant and equipment
     Equipment and leasehold improvements                              130,335              130,335
     Less: accumulated depreciation                                     83,771               78,438
                                                                   -----------          -----------
                                    Net fixed assets                    46,564               51,897
                                                                   -----------          -----------

                                    Total assets                    $  213,051           $  253,127
                                                                    ==========           ==========
</TABLE>







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


                                      f-5
<PAGE>

                                   EXHIBIT "A"
                                   (Continued)
                              SAVE ON ENERGY, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                                 BALANCE SHEETS



                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S>                                                                  <C>                <C>
                                                                     (Unaudited)           (Audited)
                                                                       3/31/01             12/31/00

Current liabilities
     Notes and loans payable                                          $   153,114          $   572,618
     Accounts payable                                                     186,934              250,826
     Taxes payable                                                        231,670              216,838
     Accrued loss on litigation                                           125,000              125,000
     Accrued expenses                                                      53,702              181,784
                                                                      -----------          -----------
                                    Total current liabilities             750,420            1,347,066
                                                                       ----------           ----------

Non-current liabilities
     Non-current portion of notes and loans payable                        20,655               21,996
                                                                      -----------          -----------

Commitments and contingencies (Note 3)                                          -                    -

Stockholders' equity
     Preferred stock, $.01 par value,
       authorized 5,000,000 shares, none issued                                 -                    -
     Common stock, $.001 par value,
       authorized 20,000,000 shares,
       5,832,786 and 3,406,000 shares issued                                5,833                3,406
     Additional paid in capital                                         2,209,566            1,421,223
     Deficit accumulated during the development stage                  (2,773,423)          (2,540,564)
                                                                       -----------          -----------

                                    Total stockholders'
                                    (deficit) equity                     (558,024)          (1,115,935)
                                                                      ------------          -----------

                                    Total liabilities and
                                    stockholders' equity              $   213,051          $   253,127
                                                                      ===========          ===========
</TABLE>



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

                                      f-6
<PAGE>

                                   EXHIBIT "B"
                              SAVE ON ENERGY, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                            STATEMENTS OF OPERATIONS
                      FOR THE THREE MONTHS ENDED MARCH 31,
                                   (UNAUDITED)



<TABLE>
<S>                                                   <C>              <C>
                                                           2001             2000
                                                       -----------      -----------
Sales                                                  $    80,593      $    52,727

Cost of sales (Schedule "1")                                36,603           24,817
                                                       -----------      -----------

                                    Gross profit            43,990           27,910

Operating expenses (Schedule "2")                          259,923          246,846
                                                       -----------      -----------

                                    Operating loss        (215,933)        (218,936)

Other income and expense (Schedule "3")                    (16,926)         (11,936)
                                                       -----------      -----------

                                    Net loss           $  (232,859)     $  (230,872)
                                                       ===========      ===========

Net loss per weighted average share, basic             $      (.05)     $      (.05)
                                                       ===========      ===========

Net loss per weighted average share, diluted           $      (.05)     $      (.05)
                                                       ===========      ===========

Weighted average shares, basic                           5,137,013        4,165,500
                                                       ===========      ===========

Weighted average shares, diluted                         5,137,013        4,365,500
                                                       ===========      ===========
</TABLE>






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

                                      f-7
<PAGE>

                                   EXHIBIT "C"
                              SAVE ON ENERGY, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001
                                   (UNAUDITED)


<TABLE>
<S>                                     <C>             <C>       <C>              <C>
                                                                                         Deficit
                                                                                     Accumulated
                                            Common                 Additional             During
                                             Stock                  Paid - in        Development
                                            Shares       Amount       Capital              Stage

Balance, January 1, 2001                 3,406,000       $3,406    $1,421,223        $(2,540,564)
Issuance of common stock                 2,426,786        2,427
Increase in additional paid in
  capital                                        -            -       788,343                  -
Net loss                                         -            -             -           (232,859)
                                       -----------      --------   ----------       -------------


Balance, March 31, 2001                  5,832,786       $5,833    $2,209,566        $(2,773,423)
                                        ==========       ======    ==========        ============



Additional disclosure for
development stage companies

    Common stock issued:
      At par                             1,536,000       $1,536          $-0-
      For services                       1,548,000        1,548       330,923
      From private offering              2,748,786        2,749     1,878,643
                                         ---------      -------   -----------

                                         5,832,786       $5,833    $2,209,566
                                         =========       ======    ==========

</TABLE>






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

                                      f-8
<PAGE>



                                   EXHIBIT "D"
                              SAVE ON ENERGY, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                            STATEMENTS OF CASH FLOWS
                      FOR THE THREE MONTHS ENDED MARCH 31,
                                   (UNAUDITED)

<TABLE>
<S>                                                         <C>              <C>
                                                                  2001          2000
                                                               ---------      ---------

Cash flows from operating activities
     Net loss                                                  $(232,859)     $(230,872)
     Adjustments to reconcile net loss to net cash
       (used in) operating activities:
         Depreciation and amortization                             5,333          3,997
         Common stock issued for services                        231,671           --
     Changes in assets and liabilities:
         Decrease (increase) in accounts receivable, net           3,464        (10,991)
         Decrease in inventory                                    19,812         12,127
         (Decrease) increase in accounts payable                 (63,892)         6,944
         Increase in taxes payable                                14,832         13,322
         (Decrease) in accrued expenses                          (83,983)       (17,509)
                                                               ---------      ---------

                                    Net cash used in
                                      operating activities      (105,622)      (222,982)
                                                               ---------      ---------


Cash flows used in investing activities
     Purchase of fixed assets                                       --           (6,480)
                                                               ---------      ---------
</TABLE>







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

                                      f-9
<PAGE>




                                   EXHIBIT "D"
                                   (Continued)
                              SAVE ON ENERGY, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                            STATEMENTS OF CASH FLOWS
                      FOR THE THREE MONTHS ENDED MARCH 31,
                                   (UNAUDITED)

<TABLE>
<S>                                                           <C>              <C>
                                                                   2001             2000
                                                               -----------      -----------
Cash flows from financing activities
     Proceeds from convertible note payable                                         100,000
     Payment of notes payable                                       (5,845)        (153,500)
     Issuance of capital stock                                         600            1,250
     Increase in additional paid in capital                         99,400          217,668
                                                               -----------      -----------

                                    Net cash provided by
                                      financing activities          94,155          165,418
                                                               -----------      -----------

                                    Net decrease in cash           (11,467)         (64,044)

Cash, at beginning                                                  14,207          135,766
                                                               -----------      -----------

Cash, at end                                                   $     2,740      $    71,722
                                                               ===========      ===========

Supplementary information

Cash paid during the year for
     Interest                                                  $     5,157      $     6,194
     Income taxes                                                     --               --

Additional disclosure for development state companies
     Cumulative amounts since inception
         Net cash used in operating activities                 $(1,807,562)     $(1,457,042)
         Net cash used in investing activities                    (132,536)        (100,305)
         Net cash provided by financing activities               1,942,838        1,629,069
                                                               -----------      -----------
                                                               $     2,740      $    71,722
                                                               ===========      ===========
</TABLE>







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

                                      f-10
<PAGE>



                              SAVE ON ENERGY, INC.
                    (FORMERLY ELECTRONIC FUEL CONTROL, INC.)
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2001


 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization
      Save On Energy, Inc. ("the Company") was incorporated in Georgia on April
      1,1996 to manufacture and market retrofit systems for the conversion of
      gasoline and diesel engines to non-petroleum based fuels such as
      compressed natural gas. The Company acquired the exclusive right in North
      America to exploit the patents relating to the retrofit devices pursuant
      to a license ("the License") acquired on June 1, 1996. On January 3, 2000,
      the License was restricted to the United States, Canada, Mexico and the
      Nation of Egypt in exchange for a modification of the appertaining royalty
      agreement and an issuance of 250,000 shares of additional stock.

      On April 29, 1998, the Company filed Articles of Amendment of Certificate
      of Incorporation in the office of the Secretary of State of Georgia
      changing its name to Save On Energy, Inc.

      The Company is a Development Stage Company as defined in Financial
      Accounting Standards Board Statement No. 7. Since its inception, the
      Company has devoted substantially all of its efforts to establishing a new
      business.

      Accounting
      The accompanying financial statements are unaudited and have been prepared
      in accordance with generally accepted accounting principles. Certain
      information and footnote disclosures normally included in the Company's
      annual financial statements have been condensed or omitted. The interim
      financial statements, in the opinion of management, reflect all
      adjustments (consisting only of normal recurring accruals) necessary for a
      fair statement of the results for the interim period ended March 31, 2001.

      The results of operations for the interim periods are not necessarily
      indicative of the results of operations to be expected for the entire
      fiscal year. It is suggested that these interim financial statements be
      read in conjunction with the audited financial statements for the year
      ended December 31, 2000.


                                      f-11
<PAGE>


      Concentration of Credit Risk
      The Company occasionally maintains deposits in excess of federally insured
      limits. Statement of Financial Accounting Standards No. 105 identifies
      these items as a concentration of credit risk requiring disclosure,
      regardless of the degree of risk. The risk is managed by maintaining all
      deposits in high quality financial institutions.

      Cash and Cash Equivalents
      For the purpose of reporting cash flows, cash includes cash on hand and
      savings accounts.

      Inventory
      Inventory is stated at the lower of cost, determined on the first-in,
      first-out (FIFO) method, or market.

      Property, Plant and Equipment
      Property, plant and equipment are stated at cost. Depreciation is provided
      for in amounts sufficient to relate to the cost of depreciable assets to
      operations over their estimated service lives principally by the
      straight-line method. Maintenance, repairs and minor improvements are
      charged to operations as incurred. Renewals and betterments, which
      materially increase the value of property, are capitalized.

      Income Taxes
      Income taxes are provided for the tax effect of transactions reported in
      the financial statements and consists of taxes currently due plus deferred
      taxes. Deferred taxes are recognized for differences between the basis of
      assets and liabilities for financial statements and income tax purposes.
      The differences are related primarily to allowance for doubtful
      receivables (deductible for financial statement purposes but not for
      income tax purposes). The deferred tax assets and liabilities represent
      the future tax consequences of those differences, which will either be
      taxable or deductible when the assets and liabilities are recovered or
      settled. Deferred taxes are also recognized for operating losses and tax
      credits that are available to offset taxable income, and reduced by the
      portion of deferred taxes not likely to be realized.

2. EARNINGS (LOSS) PER SHARE

      Basic net earnings per share is computed by dividing net earnings
      available to common stockholder (numerator) by the weighted average number
      of common shares outstanding (denominator) during the period and includes
      the dilutive effect of stock options. Diluted net earnings (loss) per
      share gives effect to all potentially dilutive common shares outstanding
      during the period.

                                      f-12
<PAGE>



3. COMITMENTS AND CONTINGENCIES

     Minimum Royalties
     Pursuant to a License, the Company had committed to sell a minimum number
     of units each license year ending on May 31. The License provides for a
     minimum number of units to be sold and royalties to be paid each year
     beginning with 2,500 units in the first year and increasing by one thousand
     units each year through the eighth year. In the ninth year and thereafter a
     minimum of 110,000 were to be sold.

     In June 1997, the Licensor agreed to add the quotas shortfall from the
     first year to the second year, increasing the second year quota to 5,882
     units. In June, 1998, the Licensor agreed to suspend the quotas for a
     period of three (3) years, i.e. there would be no quotas for the Company to
     meet until the license year beginning June 1, 2001 at which time the quotas
     would start at 2,500 units per year and continue as is now set forth in the
     License Agreement. The licensor had the right to terminate the License if
     the quota in any year was not met.

     The quotas have been removed from the license agreement effective January
     3, 2000 in return for further territorial restrictions and issuance of
     voting stock.

     Consulting Agreement
     The Company had a three-year consulting agreement with its Chief Consultant
     commencing June 1, 1996. The agreement provided for compensation of $75,000
     in the first year, $80,000 in the second year and $85,000 in the final year
     of the agreement. Inasmuch as the Company has been unable to maintain the
     agreement, the Chief Consultant has waived the arrears. The agreement
     lapsed during 1999 and no contract extending this agreement has been
     signed.

     Industrial Lease
     The lease on the Company's office and warehouse space expired on December
     31, 2000. The Company has negotiated for a new one-year lease beginning May
     1, 2001.

     Penalties
     The Company is in arrears for payroll and sales taxes as set forth below:

                    Payroll taxes                 $115,769
                    Sales tax                       29,781
                    Penalties
                      and interest                  81,857
                                                 ---------
                                                  $227,407

                                      f-13
<PAGE>



     Going Concern
     As shown in the accompanying financial statements, the Company incurred a
     net loss of $941,634 during the year ended December 31, 2000, and as of
     that date, the Company's current liabilities exceeded its current assets by
     $1,145,836 and its total liabilities exceeded its total assets by
     $1,115,935. These factors create an uncertainty about the Company's ability
     to continue as a going concern. Management of the Company is developing a
     plan to reduce its liabilities by restructuring its debts and converting a
     substantial portion into equity and issuance of additional stock to
     shareholders. This plan has been partially completed in the current period;
     with the exception of the bank line of credit and an equipment loan, all
     outstanding debt has been converted to equity. The ability of the Company
     to continue as a going concern is dependent on the plan's success. The
     financial statements do not include any adjustments that might be necessary
     if the Company is unable to continue as a going concern.

 4. RELATED PARTY TRANSACTIONS

     During 2001 and 2000, the Company shared general overhead with Combustion
     Labs, Inc., a prior licensee, controlled by the Davis Family Trust and its
     beneficiaries who are officers of the Company. In addition, the Company
     licenses proprietary technology from the Davis Family Trust.

5. LITIGATION LOSS

     In 1999 an independent consultant filed suit against the Company to recover
     fees and damages of $125,000 inclusive of interest to December 31, 1999.
     The consultant's complaint originated from a contract to provide personal
     services and expertise, in the field of diesel and gasoline to natural gas
     conversions, on a project that occurred in 1997 and 1998 in the country of
     Uzbekistan. The Company contracted with the consultant at the direction and
     benefit of another party who was the primary contractor of the project.
     Although the Company has defenses against the plaintiff and will have a
     recovery claim against the primary contractor, it is management's opinion,
     supported by counsel, that a loss has been sustained in the period.
     Accordingly, they have accrued the loss as prescribed by Statement of
     Financial Accounting Standards NO. 5, Accounting for Contingencies.



                                      f-14

<PAGE>









                            SUPPLEMENTARY INFORMATION







                                      f-15

<PAGE>


                              SAVE ON ENERGY, INC.
                      (A COMPANY IN THE DEVELOPMENT STAGE)
                            SUPPLEMENTARY INFORMATION
                      FOR THE THREE MONTHS ENDED MARCH 31,


                                                          2001            2000
                                                          ----            ----
SCHEDULE "1" : COST OF SALES
     Inventory at beginning                            $ 158,335       $ 110,830
     Purchases and freight                                16,791          12,690
                                                      ----------      ----------
                                                         175,126         123,520
     Inventory at end                                    138,523          98,703
                                                      ----------      ----------
                  Cost of sales                       $   36,603       $  24,817
                                                      ==========       =========

SCHEDULE "2": OPERATING EXPENSES
     Salaries and wages                                $  24,623       $  40,943
     Payroll taxes                                         2,613           4,904
     Employee benefits                                     1,335             438
     Consulting fees and outside services                163,252          61,240
     Rent                                                  8,939           6,938
     Light, heat and power                                 2,796           2,995
     Repairs and maintenance                                 120             215
     Factory supplies and expenses                         2,124           3,110
     Research and product testing                            256           4,476
     Insurance                                             8,153          10,901
     Depreciation                                          5,333           3,997
     Provision for doubtful accounts                        (850)         10,362
     Royalties and patents                                 2,331          25,666
     Auto and truck expense                                  334             175
     Sales promotion, advertising and public
       relations                                           2,255           6,850
     Professional fees                                     9,500          19,226
     Travel and transportation                            14,675          27,621
     Telephone                                             3,371           4,494
     Entertainment                                         1,504           3,148
     Office supplies and expense                           3,509           2,385
     Filing fees                                           1,049               -
     Dues and subscriptions                                  967             324
     Bank fees and credit card charges                     1,094           2,998
     Miscellaneous expense                                   640           3,440
                                                      ----------     -----------
                  Total operating expenses             $ 259,923       $ 246,846
                                                       =========       =========


SCHEDULE "3": OTHER INCOME AND EXPENSE
     Interest expense                                  $  13,545       $  11,936
     Penalties on tax deficiencies                         3,381           -   _
                                                      ----------     -----------
                  Total other income and expenses      $  16,926       $  11,936
                                                       =========       =========


                                      f-16
<PAGE>




                                  Exhibit 10.1





March 7, 2001

Save On Energy, Inc.
4851 Georgia Hwy 85
Suite 211
Forrest Park, GA 30050

Attention: Robby E. Davis, President and Chief Executive Officer

Dear Mr. Davis:

         This is to acknowledge and confirm the terms of our corporate finance
agreement (the "Agreement") as follows:

1. Save on Energy, Inc., a Georgia corporation ("Save" or the "Company"), hereby
engages Aspen Capital Partners, LLC ("Aspen") for the term specified in
Paragraph 2 hereof to render consulting advice to the Company relating to
merger, acquisition and related transactions and financial and similar matters
upon the terms and conditions set forth herein. Aspen agrees to act as financial
advisor to the Company and, in that regard, to assist the Company in
identifying, analyzing, structuring, negotiating and financing suitable business
opportunities of which the Company may take advantage by purchase or sale of
stock or assets, assumption of liabilities, merger, consolidation, tender offer,
joint venture, financing arrangement or any similar transaction or combination
thereof. Aspen agrees to obtain the consent of the Company prior to contacting
any potential participants in a transaction or financing.

2. This agreement shall be effective for a period of twelve (12) months,
commencing on the date first appearing above. Thereafter, it shall automatically
renew on a month to month basis, subject to the right of the Company to cancel
the agreement as of the end of any given month by giving written notice to Aspen
at least five (5) business days prior to the end of any month.

3. During the term of this Agreement, Aspen shall provide the Company with such
regular and customary consulting advice as is reasonably requested by the
Company, provided that Aspen shall not be required to undertake duties not
reasonably within the scope of the financial advisory or investment banking
services contemplated by this Agreement. It is understood and acknowledged by
the parties that the value of Aspen advice is not readily quantifiable, and that
Aspen shall be obligated to render advice upon the request of the Company, in
good faith, but shall not be obligated to spend any specific amount of time in
so doing. Aspen's duties may include, but will not necessarily be limited to,
providing recommendations concerning the following financial and related
matters:

A.   Disseminating  information about the Company to the investment community at
     large;

B.   Rendering  advice and  assistance in  connection  with the  preparation  of
     annual and interim reports and press releases;

C.   Assisting in the Company's financial public relations;

D.   Arranging,  on behalf of the Company,  at appropriate times,  meetings with
     securities analysts of investment banking firms;

E.   Rendering advice with regard to internal operations, including:

                1.   the formation of corporate goals and their implementation;
                2.   the Company's financial structure and its divisions or
                     subsidiaries;
                3.   securing,  when and if necessary  and  possible,
                     additional  financing  through  banks and/or insurance
                     companies; and
                4.   corporate organization and personnel; and

F.   Rendering  advice with  regard to any of the  following  corporate  finance
     matters:

                1.   changes in the capitalization of the Company;
                2.   changes in the Company's corporate structure;
                3.   redistribution of shareholdings of the Company's stock;
                4.   sales of securities in private transactions;
                5.   alternative uses of corporate assets;
                6.   structure and use of debt; and

         In addition to the foregoing, Aspen agrees to furnish advice to the
Company in connection with (i) the acquisition and/or merger of or with other
companies, divestiture or any other similar transaction, or the sale of the
Company itself (or any significant percentage, assets, subsidiaries or
affiliates thereof), and (ii) bank financing or any other financing from
financial institutions (including but not limited to lines of credit, letters of
credit, loans or other financings not provided for in Paragraph 5 hereof).

4.  Aspen  shall  render  such other  financial  advisory  services as may from
time to time be agreed upon by Aspen and the Company.

5. In consideration for the services rendered by Aspen to the Company pursuant
to this Agreement (and in addition to the expenses provided for in Paragraph 8
hereof), the Company shall compensate Aspen as follows:

         (a) An initial nonrefundable retainer fee of $5,000 upon signing and,
thereafter, a monthly retainer of $5,000 on the first day of each month of the
term of this agreement and, within ten (10) days of signing this Agreement,
100,000 common shares of Save and a warrant to purchase 250,000 shares of the
Company's common stock, exercisable up to the fifth anniversary of the date of
issuance at an exercise price of $.50 per share subject to the terms thereof
(the " Warrants"). The Warrants will be evidenced by a warrant certificate (the
"Warrant Certificate"), which shall contain customary terms, including
provisions for unlimited "piggy-back" registration rights and anti-dilution
rights.

         (b) During the term of this Agreement (as set forth in Section 2), an
additional transaction fee with respect to any actual transaction completed by
the Company with a party introduced, directly or indirectly, by Aspen, shall be
due as follows:

           Consideration                       Fee
           -------------                       ---
       $  -0-   to  $  500,000         Minimum fee of $25,000
       $  500,001 to  $5,000,000       5% of Consideration
       $  5,000,001 or more            $250,000 plus 2 1/2% of the Consideration
                                       in excess of $5,000,000

         If the Company completes a transaction with a party that was not
introduced by Aspen, directly or indirectly, the Company shall pay fees to Aspen
to be mutually agreed upon, but in any event not less than $25,000.

         For the purposes of this Agreement, "Consideration" shall mean the
total market value on the day of closing of stock, cash, assets and all other
property (real or personal) exchanged or received, exchangeable or receivable,
directly or indirectly by the Company or any of its security holders in
connection with any transaction, including without limitation any amounts paid
by the Company or any person or entity to holders of warrants, stock purchase
rights, straight or convertible securities of the Company or any affiliate
thereof, options or stock appreciation rights issued by the Company, whether or
not vested, and to holders of any other securities of any kind whatsoever of the
Company, any debt assumed or pursuant to any employment agreement, consulting
agreement, covenant not to compete, earn-out or contingent payment right or
similar arrangement, agreement or understanding, whether oral or written. Any
co-broker retained by Aspen shall be paid by Aspen.

6. In the event Aspen introduces the Company to a joint venture partner,
licensor, licensee, vendor, customer and/or patent, proprietary process or
intellectual property holder, and revenues are generated for the Company as a
result of the introduction, the Company agrees to pay a fee to Aspen based on
the total revenues generated directly from this introduction during the first
five years following the date of the first sale of any and each product
resulting from such introduction, such fee to equal 5% of such total revenues
for the first two years and declining at 1% each year thereafter. Total revenues
shall mean cash receipts less any applicable refunds, returns, allowances,
credits and shipping charges and monies paid by the Company by way of settlement
or judgment arising out of claims made or threatened against the Company.
Commission payments shall be paid on the 15th day of each month following the
receipt of customer's payment. In event any adjustments are made to the total
revenues after the commission has been paid, the Company shall be entitled to an
appropriate refund or credit against future payments due under this agreement.

7. All fees to be paid pursuant to this Agreement, with the exception of the
annual retainer specified in Paragraph 5 (a) above, are due and payable to Aspen
in cash at the closing or closings of any transaction specified in Paragraph 5
hereof. In the event that this Agreement shall not be renewed or if terminated
for any reason notwithstanding any such renewal or termination, Aspen shall be
entitled to a full fee as provided under Paragraphs 5 and 6 hereof, for any
transaction with respect to which the other party was introduced to the Company
or identified by Aspen during the term of this Agreement and which is
consummated within a period of twelve (12) months after non-renewal or
termination of this Agreement.

8. In addition to the fees payable hereunder, and regardless whether any
transaction set forth in Paragraphs 5 or 6 hereof is proposed or consummated,
the Company shall reimburse Aspen for all fees and disbursements of Aspen's
counsel and Aspen's travel and out-of-pocket expenses incurred in connection
with the services performed by Aspen pursuant to this Agreement, including
without limitation, hotel, food and associated expenses and long-distance
telephone calls. Said expenses shall not exceed $2,500 in any 30-day period of
the term unless approved in writing by an officer or director of the Company.

9. The Company acknowledges that all opinions and advice (written or oral) given
by Aspen to the Company in connection with Aspen's engagement are intended
solely for the benefit and use of the Company in considering the transaction to
which they relate, and the Company agrees that no person or entity other than
the Company shall be entitled to make use of or rely upon the advice of Aspen to
be given hereunder, and no such opinion or advice shall be used for any other
purpose or reproduced, disseminated, quoted or referred to at any time, in any
manner or for any purpose, nor may the Company make any public references to
Aspen, or use Aspen's name in any annual reports or any other reports or
releases of the Company without Aspen's prior written consent.

10. The Company acknowledges that Aspen is in the business of providing
financial services and consulting advice to others. Nothing herein contained
shall be construed to limit or restrict Aspen in conducting such business with
respect to others, or in rendering such advice to others. In addition, the
Company acknowledges that Aspen is not a registered broker-dealer and that Aspen
cannot, and shall not be required hereunder to, engage in the offer or sale of
securities on behalf of the Company. While Aspen has relationships and contacts
with various investors, broker-dealers, and investment funds, Aspen's
participation in the actual offer or sale of the Company securities shall be
limited to that of an advisor to the Company and a "finder" of investors,
broker-dealers and funds. The Company acknowledges and agrees that the
solicitation and consummation of any purchases of the Company's securities shall
be handled by the Company or one or more NASD member firms engaged by the
Company for such purposes.

11. The Company recognizes and confirms that, in advising the Company and in
fulfilling its engagement hereunder, Aspen will use and rely on data, material
and other information furnished to Aspen by the Company. The Company
acknowledges and agrees that in performing its services under this engagement,
Aspen may rely upon the data, material and other information supplied by the
Company without independently verifying the accuracy, completeness or veracity
of same. Accordingly, the Company hereby indemnifies and agrees to hold harmless
Aspen and all of its affiliates, officers, agents and employees, to the fullest
extent lawful, from and against all of liabilities, damages, costs, fees and
expenses, including legal fees, relating to or arising from any claim, based on
an omission or misrepresentation in any such data, material or other information
to the extent that the Company and any of its affiliates, officers, agents and
employees shall have provided said information, data or material upon which such
omission or misrepresentation is based. If any of the foregoing data, material
or other information is non-public or confidential (referred to herein as
"Confidential Information"), Aspen and its officers, directors, employees,
agents and associates agree that they will hold all Confidential Information in
complete and strict confidence and will not, without prior written consent of
the Company in each instance, disclose any Confidential Information in whole or
part to any other person or for any other purpose than is expressly approved by
the Company in writing. To the extent that disclosure of Confidential
Information is approved by the Company in writing, excepting information
required to be disclosed by legal process, law or regulation. Aspen agrees that
each party or individual to whom such disclosure is made shall be informed of
the confidential nature of the information disclosed.

12. Each party (an "Indemnifying Party") hereby agrees to indemnify and hold the
other party and its respective affiliates, directors, officers, employees and
agents (collectively, the "Indemnified Parties") harmless from, and to reimburse
each of the Indemnified Parties for, any loss, damage, deficiency, claim,
obligation, suit, action, fee, cost or expense of any nature whatsoever
(including, but not limited to, reasonable attorney's fees and costs) arising
out of, based upon or resulting from any breach of any of the covenants,
agreements or undertakings of the Indemnifying Party contained in or made
pursuant to this Agreement.

13. Aspen shall perform its services hereunder as an independent contractor and
not as an employee of the Company or an affiliate thereof. It is expressly
understood and agreed to by the parties hereto that Aspen shall have no
authority to act for, represent or bind the Company or any affiliate thereof in
any manner, except as may be agreed to expressly by the Company in writing from
time to time.

14 . (a) This Agreement and the Schedule attached hereto constitute the entire
agreement and understanding of the parties hereto, and supersede any and all
previous agreements and understandings, whether oral or written, between the
parties with respect to the matters set forth herein.

     (b) Any notice or communication permitted or required hereunder shall be in
writing and shall be deemed  sufficiently  given if  hand-delivered  or sent (i)
postage  prepaid  by  registered  mail,  return  receipt  requested,  or (ii) by
facsimile,  to the  respective  parties  as set forth  below,  or to such  other
address as either party may notify the other of in writing:

         if to the Company, to:        Save On Energy, Inc
                                       Ste. 211  4851 Georgia Hwy 85
                                       Forrest Park, Georgia 30050
                                       Attn: Robby E. Davis
                                          Its:  Chief Executive Officer

         If to Aspen, to:              Aspen Capital Partners, LLC
                                       3638 N. Rancho Drive
                                       Box 6, Suite D
                                       Las Vegas, NV 89130
                                       Attn:  Peter M. Peterson
                                         Its:   President

     (c) This  Agreement  shall be binding upon and inure to the benefit of each
of the parties hereto and their respective successors, legal representatives and
assigns.

     (d) The Company  represents  that this  Agreement does not conflict with or
breach any agreement to which it is subject or by which it is bound.

     (e) This Agreement may be executed in any number of  counterparts,  each of
which together shall constitute one and the same original document.

     (f) No  provision  of this  Agreement  may be amended,  modified or waived,
except in a writing signed by all of the parties hereto.

     (g) The Company has the power to enter into this Agreement and to carry out
its  obligations  hereunder.  This Agreement  constitutes  the valid and binding
obligation of the Company and is enforceable in accordance with its terms.

     (h) This  Agreement  shall be construed in accordance  with and governed by
the laws of the State of Florida,  without  giving effect to its conflict of law
principles.  The parties  hereby agree that any dispute  which may arise between
them arising out of or in connection  with this  Agreement  shall be adjudicated
before a court  located  in  Tampa,  and they  hereby  submit  to the  exclusive
jurisdiction of the courts of the State of Florida located in Tampa, Florida and
of the federal  courts in the  Southern  District of Florida with respect to any
action or legal  proceeding  commenced by any party,  and irrevocably  waive any
objection they now or hereafter may have respecting the venue of any such action
or proceeding  brought in such a court or respecting the fact that such court is
an inconvenient forum, relating to or arising out of this Agreement, and consent
to the  service of process in any such  action or legal  proceeding  by means of
registered or certified mail, return receipt  requested,  in care of the address
set forth in Paragraph 15(b) hereof.

     The  parties  hereby  waive  trial  by jury  in any  action  or  proceeding
involving,  directly or  indirectly,  any matter in any way arising out of or in
connection with this Agreement.



<PAGE>


     If the foregoing  correctly sets forth the understanding  between Aspen and
the Company with respect to the foregoing,  please so indicate by signing in the
place  provided  below,  at which  time this  Agreement  shall  become a binding
contract.


                                                     ASPEN CAPITAL PARTNERS, LLC


                                                     By: /s/  Peter M. Peterson
                                                         ----------------------
                                                              Peter M. Peterson
                                                              President


Accepted and Agreed:

SAVE ON Energy, INC.


By:/s/  Robby E. Davis
   -------------------
        Robby E. Davis
        Chief Executive Officer


<PAGE>