**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-Q**




(Mark
      One)





**x** QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
      FOR THE QUARTERLY PERIOD ENDED **September 30, 2008**





**o** **** TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934. ****





**Commission
      File No.** **333-140637**








**PREMIER
      POWER RENEWABLE ENERGY, INC.**





(Exact
      name of registrant as specified in it charter)





**Delaware**
            
            **13-4343369**(State
                or other jurisdiction of incorporation or
            
            (IRS
                Employer Identificationorganization)
            
            No.)





**4961
      Windplay Drive, Suite 100**


**El
      Dorado Hills, CA 95762**


(Address
      of principal executive offices)





**(916)
      939-0400**


(Registrant's
      telephone number, including area code)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by section 13 or 15 (d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes x No o





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





Large
                Accelerated filero
            
            Non-Accelerated
                FileroAccelerated
                Filero
            
            Smaller
                Reporting Companyx





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




APPLICABLE
      ONLY TO CORPORATE ISSUERS:





Indicate
      the number of shares outstanding of each issuer's classes of common stock,
      as of
      the latest practicable date:  26,018,750 issued and outstanding as of
      November 7, 2008.
















**PREMIER
      POWER RENEWABLE ENERGY, INC.**


TABLE
      OF
      CONTENTS


TO
      QUARTERLY REPORT ON FORM 10-Q


FOR
      PERIOD ENDED SEPTEMBER 30, 2008




**Page****PART
                I**
            **FINANCIAL
                INFORMATION**
            1Item
                1.
            Financial
                Statements
            1Item
                2.
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            2Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            7Item
                4.
            Controls
                and Procedures
            7**PART
                II**
            **OTHER
                INFORMATION**
            8Item
                1.
            Legal
                Proceedings
            8Item
                1A.
            Risk
                Factors
            8Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            22Item
                3.
            Defaults
                Upon Senior Securities
            22Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            22Item
                5.
            Other
                Information
            22Item
                6.
            Exhibits
            23**Signatures**
            24









**PART
      I - FINANCIAL INFORMATION**





**ITEM
              1.**
            **FINANCIAL
                STATEMENTS**





Our
      financial statements start on the following page, beginning with page
      F-1.








1




**PREMIER
                  POWER RENEWABLE ENERGY, INC.****CONDENSED
                  CONSOLIDATED BALANCE
                  SHEETS**
  **As
                    of**
                
                
                **As
                    of****September
                    30, 2008**
                
                
                **December
                    31, 2007****(Unaudited)****ASSETS**Current
                    assets:Cash
                    and cash equivalents
                
                $
                5,446,853
                
                $
                1,278,651Accounts
                    receivable, net of allowance for doubtful accountsof
                    $10,000 at September 30, 2008 and December 31, 2007
                
                
                7,730,325
                
                
                2,437,851Due
                    from shareholders
                
                
                —
                
                
                23,458Cost
                    and estimated earnings in excess of billingson
                    uncompleted contracts
                
                
                640,833
                
                
                37,245Inventory,
                    net
                
                
                6,936,339
                
                
                1,417,338Prepaid
                    expenses and other current assets
                
                
                43,990
                
                
                69,332Total
                    current assets
                
                
                20,798,340
                
                
                5,263,875Property
                    and equipment, net
                
                
                388,216
                
                
                314,166Intangible
                    assets
                
                
                1,593,497
                
                
                —Total
                    assets
                
                $
                22,780,053
                
                $
                5,578,041**LIABILITIES
                    AND SHAREHOLDERS' EQUITY**Current
                    liabilities:Accounts
                    payable
                
                $
                5,035,378
                
                $
                2,611,162Accrued
                    liablilities
                
                
                1,286,443
                
                
                527,550Deferred
                    income taxes
                
                
                499,652
                
                
                31,152Billings
                    in excess of costs and estimated earningson
                    uncompleted contracts
                
                
                6,775,344
                
                
                1,451,637Borrowings,
                    current
                
                
                1,316,720
                
                
                58,165Total
                    current liabilities
                
                
                14,913,537
                
                
                4,679,666Borrowings,
                    non-current
                
                
                186,906
                
                
                183,223Deferred
                    income taxes
                
                
                249,750
                
                
                —Total
                    liabilities
                
                
                15,350,193
                
                
                4,862,889Commitments
                    and contingencies (Note 8)
                
                
                —
                
                
                —Minority
                    interest
                
                
                —
                
                
                1,650Shareholders'
                    equity:Convertible
                      preferred stock; par value $.0001 per share; 20,000,000 shares
                      authorized; 3,500,000 and 0 shares issued and outstanding at
                      September 30,
                      2008 and December 31, 2007, respectively
                
                
                350
                
                
                —Common
                      stock, par $.0001 per share, 100,000,000 shares authorized,
                      26,018,750 and
                      19,578,853 shares issued and outstanding at September 30, 2008
                      and
                      December 31, 2007, respectively
                
                
                2,602
                
                
                1,958Additional
                    paid-in-capital
                
                
                7,202,271
                
                
                1,566Retained
                    earnings
                
                
                272,668
                
                
                700,913Accumulated
                    other comprehensive income (loss)
                
                
                (48,031
                )
                
                9,065Total
                    shareholders' equity
                
                
                7,429,860
                
                
                713,502Total
                    liabilities and shareholders' equity
                
                $
                22,780,053
                
                $
                5,578,041
  The
                  accompanying notes are an integral part of these financial
                  statements


F-1




**PREMIER
                  POWER RENEWABLE ENERGY, INC.****CONDENSED
                  CONSOLIDATED STATEMENTS OF OPERATIONS**
  **For
                  the Three Months Ended**
              
              **For
                  the Nine Months Ended****September
                  30, 2008**
              
              **September
                  30, 2007**
              
              **September
                  30, 2008**
              
              **September
                  30, 2007****(Unaudited)**
              
              **(Unaudited)**
              
              **(Unaudited)**
              
              **(Unaudited)**Net
                  sales
              
              $
              9,236,108
              
              $
              4,486,221
              
              $
              27,224,925
              
              $
              13,310,421Cost
                  of sales
              
              
              (8,233,171
              )
              
              (3,057,589
              )
              
              (23,502,924
              )
              
              (9,822,046
              )**Gross
                  profit**
              
              
              1,002,937
              
              
              1,428,632
              
              
              3,722,001
              
              
              3,488,375**Operating
                  expenses:**Sales
                  and marketing
              
              
              576,451
              
              
              290,177
              
              
              1,571,826
              
              
              975,229Administrative
                  expense
              
              
              515,163
              
              
              515,201
              
              
              1,427,653
              
              
              1,363,301Total
                  operating expenses
              
              
              1,091,614
              
              
              805,378
              
              
              2,999,479
              
              
              2,338,530**Operating
                  income (loss)**
              
              
              (88,678
              )
              
              623,254
              
              
              722,522
              
              
              1,149,845**Other
                  income (expense):**Interest
                  expense
              
              
              (16,912
              )
              
              (9,197
              )
              
              (55,957
              )
              
              (15,201
              )Interest
                  income
              
              
              50
              
              
              4,112
              
              
              21,867
              
              
              15,587Total
                  other income (expense), net
              
              
              (16,862
              )
              
              (5,085
              )
              
              (34,090
              )
              
              386**Income
                  (loss) before income taxes**
              
              
              (105,540
              )
              
              618,169
              
              
              688,432
              
              
              1,150,231Income
                  tax expense
              
              
              236,027
              
              
              5,877
              
              
              440,362
              
              
              11,111**Net
                  income (loss) before minority interest**
              
              
              (341,567
              )
              
              612,292
              
              
              248,070
              
              
              1,139,120**Minority
                  interest**
              
              
              90,728
              
              
              (29,770
              )
              
              (224,315
              )
              
              (11,573
              )**Net
                  income (loss)**
              
              $
              (250,839
              )
              $
              582,522
              
              $
              23,755
              
              $
              1,127,547**Earnings
                  per share:**Basic
              
              $
              (.01
              )
              $
              .03
              
              $
              .00
              
              $
              .06Diluted
              
              $
              (.01
              )
              $
              .03
              
              $
              .00
              
              $
              .06**Weighted
                  average shares outstanding:**Basic
              
              
              21,847,743
              
              
              19,578,853
              
              
              20,343,460
              
              
              19,578,853Diluted
              
              
              21,847,743
              
              
              19,578,853
              
              
              20,343,460
              
              
              19,578,853
  The
                  accompanying notes are an integral part of these financial statements


F-2




**PREMIER
                  POWER RENEWABLE ENERGY, INC.****CONDENSED
                  CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
                  EQUITY****(Unaudited)**
  **Accumulated****Additional**
              
              
              
              **Other****Common
                  Stock**
              
              **Preferred
                  Stock**
              
              **Paid**
              
              **Retained**
              
              **Comprehensive**
              
              **Unaudited****Shares**
              
              **Amount**
              
              **Shares**
              
              **Amount**
              
              **In
                  Capital**
              
              **Earnings**
              
              **Income**
              
              **Total**Balance
                  December 31, 2007
              
              
              19,578,853
              
              $
              1,958
              
              
              
              
              $
              
              
              $
              1,566
              
              $
              700,913
              
              $
              9,065
              
              $
              713,502Net
                  income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              23,755
              
              
              
              
              
              23,755Foreign
                  currency translation adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (57,096
              )
              
              (57,096
              )Comprehensive
                  income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (35,341
              )Issuance
                  of shares to purchase minority interest
              
              
              3,059,299
              
              
              306
              
              
              
              
              
              
              
              
              1,488,927
              
              
              
              
              
              
              
              
              1,489,233Shares
                  issued in connection with reverse acquisition
              
              
              3,380,598
              
              
              338
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              338Issuance
                    of Series A and Series B warrants
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              488,356
              
              
              
              
              
              
              
              
              488,356Issuance
                  of Series A convertible preferred stock
              
              
              
              
              
              
              
              
              3,500,000
              
              
              350
              
              
              5,223,422
              
              
              
              
              
              
              
              
              5,223,772Distributions
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (452,000
              )
              
              
              
              
              (452,000
              )Balance
                  September 30, 2008 (unaudited)
              
              
              26,018,750
              
              $
              2,602
              
              
              3,500,000
              
              $
              350
              
              $
              7,202,271
              
              $
              272,668
              
              $
              (48,031
              )
              $
              7,429,860
  The
          accompanying notes are an integral part of these financial
          statements
  F-3


**PREMIER
                  POWER RENEWABLE ENERGY, INC.****CONDENSED
                  CONSOLIDATED STATEMENTS OF CASH
                  FLOWS**
  **For
                  the Nine Months
                  Ended****September
                  30, 2008**
              
              **September
                  30, 2007****(Unaudited)**
              
              **(Unaudited)**Cash
                  flows from operating activities:Net
                  income
              
              $
              23,755
              
              $
              1,127,547Minority
                  interest
              
              
              224,315
              
              
              11,573Net
                  income before minority interest
              
              
              248,070
              
              
              1,139,120Adjustments
                  to reconcile net income(used
                  in) operating activities:Depreciation
                  and amortization
              
              
              73,286
              
              
              21,029Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              (5,292,474
              )
              
              (1,527,422
              )Cost
                  and estimated earnings in excess of billingson
                  uncompleted contracts
              
              
              (603,588
              )
              
              (470,814
              )Inventories
              
              
              (5,519,001
              )
              
              (163,328
              )Prepaid
                  expenses and other assets
              
              
              25,342
              
              
              137,903Accounts
                  payable
              
              
              2,424,216
              
              
              833,218Accrued
                  liablities
              
              
              719,288
              
              
              121,473Deferred
                  income taxes
              
              
              385,249
              
              
              (5,797
              )Billings
                  in excess of costs and estimated earningson
                  uncompleted contracts
              
              
              5,323,707
              
              
              (1,067,750
              )Net
                  cash used in operating activities
              
              
              (2,215,905
              )
              
              (982,368
              )Cash
                  flows from investing activities:Acquisition
                  of property and equipment
              
              
              (89,833
              )
              
              (63,841
              )Proceeds
                  from sale of property and equipment
              
              
              5,480
              
              
              16,445Distributions
              
              
              (452,000
              )
              
              (553,116
              )Net
                  cash used in investing activities
              
              
              (536,354
              )
              
              (600,512
              )Cash
                  flows from financing activities:Net
                  principal payments on borrowings
              
              
              (50,745
              )
              
              (38,296
              )Net
                  repayments from shareholders
              
              
              23,458
              
              
              —Proceeds
                  from borrowings
              
              
              1,250,000
              
              
              840,098Issuance
                  of preferred stock and warrants
              
              
              5,712,128
              
              
              —Net
                  cash provided by financing activities
              
              
              6,934,841
              
              
              801,802Effect
                  of foreign currency
              
              
              (14,380
              )
              
              3,620Increase
                  (decrease) in cash and cash equivalents
              
              
              4,168,202
              
              
              (776,946
              )Cash
                  and cash equivalents at begining of period
              
              
              1,278,651
              
              
              934,853Cash
                  and cash equivalents at end of period
              
              $
              5,446,853
              
              $
              157,907Supplemental
                  cash flow information:Interest
                  paid
              
              $
              16,912
              
              $
              9,197Taxes
                  paid
              
              $
              55,113
              
              $
              16,908Non-cash
                  investing and financing activities:Issuance
                  of notes to acquire equipment
              
              $
              62,983
              
              $
              80,098Common
                  stock issued to acquire minority interest
              
              $
              1,489,233
  The
                  accompanying notes are an integral part of these financial
                  statements




F-4




**PREMIER
      POWER RENEWABLE ENERGY, INC.**


**Notes
      To Consolidated Financial Statements**





**Information
      as of and for the Nine Months Ended September 30, 2008 and September 30, 2007**


**(Unaudited)**





**1.**
            **ORGANIZATION
                AND NATURE OF BUSINESS**




Premier
        Power Renewable Energy, Inc., a Delaware corporation (the “Parent”), and its
        subsidiaries, Premier Power Renewable Energy, Inc., a California corporation
        (Premier Power California), Bright Future Technologies, LLC (Bright Future),
        and
        Premier Power Sociedad Limitada (Premier Power Spain) (collectively the
“Company”) designs, engineers, and installs photovoltaic systems in the United
        States and Spain.
 Prior
          to
          September 9, 2008, Premier Power California and Bright Future were wholly
          owned
          by a common shareholder group. That same shareholder group was deemed to
          exercise control over Premier Power Spain through a 51% ownership interest,
          management control, and the absence of disproportionate voting rights.
          On
          September 1, 2008, that shareholder group exchanged their interests in
          Premier
          Power Spain for shares of common stock of Premier Power California. On
          August
          27, 2008, the holders of the 49% minority interest in Premier Power Spain
          exchanged their interests in Premier Power Spain for shares of common stock
          of
          Premier Power California. A summary of the fair value of the acquired tangible
          and intangible assets and liabilities held by the 49% minority interest
          is as
          follows:
  Fair
                  Value of shares exchanged
              
              $
              1,489,233Tangible
                  assets acquired
              
              $
              (1,033,603
              )Amortizing
                  intangible assets acquired
              
              $
              (1,110,001
              )Liabilities
                  assumed
              
              $
              804,867Goodwill
              
              $
              150,496
  The
          estimated fair values of the acquired tangible assets and liabilities and
          intangible assets may change as the Company completes the process of valuing
          the
          acquired assets and liabilities and as direct costs of the transaction
          are
          finalized. The final adjustments are not expected to be material.
 
 Pro
          forma
          operating results, assuming the minority interest was acquired as of January
          1,
          2008 and 2007, have not been provided as such amounts are not materially
          different from the information provided in the Company’s financial statements.
          The historical financial statements of the Company prior to September 9,
          2008
          present its financial position, results of operations and cash flows on
          a
          combined basis.
 
 Pursuant
          to a reverse acquisition between the Parent (formerly “Harry’s Trucking, Inc.”)
          and Premier Power California that closed on September 9, 2008, the shareholders
          of Premier Power California exchanged their interests for shares of the
          Parent’s
          common stock, including 19,578,853 shares that were distributed to the
          common
          shareholder group that held the majority interest in Premier Power Spain
          and
          3,059,299 shares that were distributed to the former minority interest
          holders
          of Premier Power Spain.
 
 Subsequent
          to the merger, the former shareholders of Premier Power California held
          approximately 87% of the outstanding common stock of the Company. The merger
          was
          considered to be a reverse acquisition accounted for as a recapitalization.
          Premier Power California was considered to be the accounting acquirer and
          the
          historical financial statements of the Company are those of Premier Power
          California. The outstanding shares, members’ equity and earnings per share in
          the historical financial statements have been restated to give effect to
          the
          common shares issued to the controlling shareholders.
  In
          connection with the reverse acquisition, the Company issued 3,500,000
          units, consisting each of 1 share of Series A Convertible Preferred Stock,
1⁄2 of
          a Series A Warrant, and 1⁄2 of a Series B Warrant in exchange for $5,712,128 in
          net proceeds. Each 1 share of Series A Convertible Preferred Stock converts
          into
          1 share of common stock. Each 1 Series A Warrant and 1 Series B Warrant
          entitles
          the holder thereof to purchase one share of common stock at $2.50 and $3.00
          per
          share, respectively.


**2.**
              **SIGNIFICANT
                  ACCOUNTING POLICIES**  **Basis
        of Presentation** - The financial information as of September 30, 2008
        and for the nine months ended September 30, 2008 and 2007 is unaudited, but
        in
        the opinion of management of the Company, contains all adjustments (consisting
        of normal recurring accruals) necessary for a fair presentation of financial
        position, results of operations and cash flows.




**Use
        of Estimates** - The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect certain reported amounts and disclosures.
        Significant estimates include the allowance for doubtful accounts, warranty
        reserves, revenue recognition, the estimated useful life of property and
        equipment and the provision for income taxes. Accordingly, actual results
        could
        differ from those estimates.





**Cash
      and Cash Equivalents** - Cash
      and cash equivalents include cash on hand or in the bank and short-term
      investment securities with original maturity of 90 days or less at date of
      purchase.





The
      Company maintains its cash in bank deposit accounts that, at times, may exceed
      federally insured limits. The Company has not experienced any losses in such
      accounts. The Company had $6,318,564 and $1,600,061 in cash in bank
      accounts at September 30, 2008 and December 31, 2007, respectively, in excess
      of
      deposit insurance limits.





F-5




**Concentrations
      and Credit Risk** - Two
      customers accounted for 15% and 16% of the Company’s revenues for the three
      months ended September 30, 2008. For the nine months ended September 30,
      2008, two customers each accounted for 6% of revenues, for a total of 12% of
      the
      Company’s revenues. One customer accounted for 33% of the Company’s
      revenues for the three months ended September 30, 2007. Two customers accounted
      for 12% and 14% of the Company’s revenues for the nine months ended
      September 30, 2007. Accounts
      receivable primarily consist of trade receivables and amounts due from state
      agencies and utilities for rebates on solar systems installed. At
      December 31, 2007, two customers accounted for 49% and 22% of its accounts
      receivable. At September 30, 2008, the Company had two customers which accounted
      for 19% and 14% of its accounts receivables, respectively. The Company monitors
      account balances and follows up with accounts that are past due as defined
      in
      the terms of the contract with the customer. To date, the Company’s losses on
      uncollectible accounts receivable have been immaterial. The Company maintains
      an
      allowance for doubtful accounts receivable based on the expected collectibility
      of its accounts receivable. The allowance for doubtful accounts is based on
      assessments of the collectibility of specific customer accounts and the aging
      of
      the accounts receivable. If there is a deterioration of a major customer’s
      credit worthiness or actual defaults are higher than historical experience,
      the
      allowance for doubtful accounts is increased. The allowance for doubtful
      accounts was $10,000 as of September 30, 2008 and December 31,
      2007.




The
      Company purchases its solar panels from a limited number of vendors, but
      believes that in the event it is unable to purchase solar panels from these
      vendors alternative sources of solar panels will be available.





At
      December 31, 2007 and September 30, 2008, the Company held $88,536 and $74,604,
      respectively, of its long lived assets in Spain. For the nine months ended
      September 30, 2008 and 2007, the Company recorded, $12,657,390 and $1,361,000,
      respectively, in revenues from Spain.





**Inventories** -
      Inventories, consisting primarily of raw materials, are recorded using the
      average cost method and are carried at the lower of cost or market.





**Property
      and Equipment** -
      Property and equipment with a value greater than $2,000 are recorded at cost
      and
      depreciated using the straight-line method over estimated useful lives of 5
      years, or in the case of leasehold improvements, the lease term, if shorter.
      Maintenance and repairs are expensed as they occur.





**Revenue
      Recognition** -
      Revenue on photovoltaic system installation contracts is recognized using the
      percentage of completion method of accounting. At the end of each period, the
      Company measures the cost incurred on each project and compares the result
      against its estimated total costs at completion. The percent of cost incurred
      determines the amount of revenue to be recognized. Payment terms are generally
      defined by the contract and as a result may not match the timing of the costs
      incurred by the Company and the related recognition of revenue. Such differences
      are recorded as costs and estimated earnings in excess of billings on
      uncompleted contracts or billings in excess of costs and estimated earnings
      on
      uncompleted contracts. The Company determines its customer’s credit worthiness
      at the time the order is accepted. Sudden and unexpected changes in a customer’s
      financial condition could put recoverability at risk.





Contract
      costs include all direct material and labor costs and those indirect costs
      related to contract performance, such as indirect labor, supplies, tools,
      repairs, and depreciation costs. Selling and general and administrative costs
      are charged to expense as incurred. Provisions for estimated losses on
      uncompleted contracts are made in the period in which such losses are
      determined. Changes in job performance, job conditions, and estimated
      profitability, including those arising from contract penalty provisions, and
      final contract settlements may result in revisions to costs and income and
      are
      recognized in the period in which the revisions are determined. Profit
      incentives are included in revenues when their realization is reasonably
      assured.





**Advertising** - The
      Company expenses advertising costs as they are incurred. Advertising costs
      were
      $352,389 and $348,676 for the nine months ended September 30, 2008 and September
      30, 2007, respectively.





**Warranty
      Reserve** -
      Prior
      to January 1, 2007, the Company provided a five year warranty covering the
      labor
      and materials associated with its installations. Effective January 1, 2007,
      the
      Company changed the coverage to generally be ten years for contracts signed
      after December 31, 2006 in the U.S. and one year in Spain. Solar panels and
      inverters are warranted by the manufacturer for 25 years and 10 years,
      respectively. Activity in the Company’s warranty reserve for the nine months
      ended September 30, 2008 and 2007 was as follows:





Nine
                Months Ended
              September
                30, 2008
            
            Nine
                Months Ended
              September
                30, 2007Balance
                at beginning of period
            
            $
            172,002
            
            $
            58,375Warranty
                expense
            
            
            199,482
            
            
            70,827Less:
                Warranty claims
            
            
            (39,698
            )
            
            (8,312
            )Balance
                at end of period
            
            $
            331,786
            
            $
            120,890




F-6




**Foreign
      Currency** -
      Premier
      Power Spain’s functional currency is the Euro. Its assets and liabilities are
      translated at year-end exchange rates, except for certain non-monetary balances
      which are translated at historical rates. All income and expense amounts of
      Premier Power Spain are translated at average exchange rates for the
      period. Translation gains and losses are not included in determining net income
      but are accumulated in a separate component of shareholders’ equity. Foreign
      currency transaction gains and losses are included in the determination of
      net
      income (loss) in the period in which they occur. For the nine months ended
      September 30, 2008 and 2007 foreign currency transaction gains and losses were
      $0 and $10,817, respectively.





**Comprehensive
      Income**  *-* Statement of Financial Accounting Standards No. 130, “ *Reporting
      Comprehensive Income* ,”
      establishes standards for reporting comprehensive income and its components
      in a
      financial statement that is displayed with the same prominence as other
      financial statements. Comprehensive income, as defined, includes all changes
      in
      equity during the period from non-owner sources, such as foreign currency
      translation adjustments.





**Income
      Taxes** - The
      Company accounts for income taxes under the liability method. Under this method,
      deferred tax assets and liabilities are determined based on differences between
      the financial reporting and tax reporting bases of assets and liabilities and
      are measured using enacted tax rates and laws that are expected to be in effect
      when the differences are expected to reverse. Realization of deferred tax assets
      is dependent upon the weight of available evidence, including expected future
      earnings. A valuation allowance is recognized if it is more likely than not
      that
      some portion, or all of a deferred tax asset will not be realized.


Prior
        to
        September 9, 2008, Premier Power California (a Subchapter S corporation)
        and Bright Future (a limited liability company) were not subject to federal
        income tax, but were subject to state income tax. From January 1, 2008 to
        September 9, 2008, the Company recorded $14,674 in state income tax expense
        related to these entities. For the nine months ended September 30, 2007,
        the
        Company recorded $11,111 in state income tax.
  Subsequent
        to September 9, 2008 and in conjunction with the reverse acquisition, the
        Company and its U.S. subsidiaries became subject to federal income taxes.
        The
        change in tax status did not result in a change in the tax basis of the Company
        and its U.S. subsidiaries. For the period from September 9, 2008 to September
        30, 2008, the Company and its U.S. subsidiaries recorded income tax expense
        of
        $32,509. The difference in the level of income tax expense incurred by the
        Company and its U.S subsidiaries is primarily a function of the change in
        tax
        status.
  Premier
        Power Spain is organized under the laws of Spain and is subject to federal
        and
        provincial taxes. For the nine months ended September 31, 2008 and 2007,
        Premier
        Power Spain recorded income tax expense of $393,179 and $0, respectively.
  Deferred
        tax liabilities of $794,550 generally consist of the basis differences for
        book
        and tax purposes for Premier Power Spain, including those resulting from
        the acquisition of the minority interest. In
        conjunction with the acquisition of the minority interest, the Company recorded
        a deferred tax liability of $333,000 resulting in an offsetting increase
        to
        goodwill.
  Effective
        September 1, 2008, the Company adopted Financial Accounting Standards
        Interpretation, or FIN No. 48, “ *Accounting
        for Uncertainty in Income Taxes – an interpretation of FASB Statement
        No. 109* ”
(FIN
        48). FIN 48 prescribes a recognition threshold and measurement attribute
        for the
        financial statement recognition and measurement of uncertain tax positions
        taken
        or expected to be taken in a company’s income tax return, and also provides
        guidance on derecognition, classification, interest and penalties, accounting
        in
        interim periods, disclosure, and transition.
  As
        a
        result of the implementation of FIN 48, the Company recognized no change
        in the
        liability for unrecognized tax benefits related to tax positions taken in
        prior
        periods, and no corresponding change in retained earnings.
  As
        a
        result of the implementation of FIN 48, the Company recognized no material
        adjustment in the liability for unrecognized income tax benefits as of the
        September 2008 adoption date and at September 30, 2008. Also, the Company
        had no amounts of unrecognized tax benefits that, if recognized, would affect
        its effective tax rate.
  The
        Company’s policy for deducting interest and penalties is to treat interest as
        interest expense and penalties as taxes. As of September 30, 2008, the Company
        had no amount accrued for the payment of interest and penalties related to
        unrecognized tax benefits and no amounts as of the adoption date of FIN 48.





**Recently
      Issued Accounting Pronouncements** - In
      September of 2006, the Financial Accounting Standards Board (“FASB”) issued FAS
      No. 157, " *Fair
      Value Measurement* "
      ("FAS 157"), which defines fair value, establishes a framework for
      measuring fair value in generally accepted accounting principles (GAAP) and
      expands disclosures about fair value measurements. This statement applies under
      other accounting pronouncements that require or permit fair value
      measurements, FASB having previously concluded in those accounting
      pronouncements that fair value is the relevant measurement attribute.
      Accordingly, this statement does not require any new fair value
      measurements.  This statement is effective for fiscal years beginning
      after November 15, 2007, except for non-financial assets and liabilities
      measured at fair value on a non-recurring basis for which the
      effective date will be for fiscal years beginning after November 15, 2008,
      and is not expected to have a material impact on the Company's
      consolidated financial statements.





In
      February 2007, the FASB issued FAS No. 159, “ *The
      Fair Value Option for*  *Financial
      Assets and Financial Liabilities — Including an amendment of
      FASB*  *Statement
      No. 115* ”
(“FAS
      159”), which permits entities to choose to measure many financial instruments
      and certain other items at fair value at specified election dates. A business
      entity is required to report unrealized gains and losses on items for which
      the
      fair value option has been elected in earnings at each subsequent reporting
      date. This statement is expected to expand the use of fair value measurement.
      FAS 159 is effective for financial statements issued for fiscal years beginning
      after November 15, 2007, and interim periods within those fiscal years, and
      is
      applicable beginning in the first quarter of 2008. The adoption of FAS 159
      did
      not have a material effect on our results of operations, cash flows or financial
      position.





In
      December 2007, the FASB issued FAS No. 141(R), *“Business
      Combinations”* (“FAS
      141(R)”), which requires the acquiring entity in a business combination to
      recognize all (and only) the assets acquired and liabilities assumed in the
      transaction; establishes the acquisition-date fair value as the measurement
      objective for all assets acquired and liabilities assumed; and requires the
      acquirer to disclose to investors and other users all of the information they
      need to evaluate and understand the nature and financial effect of the business
      combination. FAS 141(R) is prospectively effective to business combinations
      for
      which the acquisition is on or after the beginning of the first annual reporting
      period beginning on or after December 15, 2008. The impact of FAS 141(R) on
      the
      Company's consolidated financial statements will be determined in part by the
      nature and timing of any future acquisition completed.





F-7




In
      December 2007, the FASB issued FAS No. 160, *“Noncontrolling
      Interests in Consolidated Financial Statements (as amended)”* (“FAS
      160”), which improves the relevance, comparability, and transparency of
      financial information provided to investors by requiring all entities to report
      noncontrolling (minority) interests in subsidiaries in the same way as equity
      consolidated financial statements. Moreover, FAS 160 eliminates the diversity
      that currently exists in accounting from transactions between an entity and
      non-controlling interests by requiring they be treated as equity transactions.
      FAS 160 is effective for fiscal years, and interim periods within those fiscal
      years, beginning on or after December 15, 2008; earlier adoption is prohibited.
      The Company is currently evaluating the impact that FAS 160 will have on its
      consolidated financial statements.




In
        March
        2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No.
        161, *“Disclosures
        about
        Derivative Instruments and Hedging Activities, an amendment of FASB Statement
        No. 133,”*
        which
        requires additional disclosures about the objectives of the derivative
        instruments and hedging activities, the method of accounting for such
        instruments under SFAS No. 133 and its related interpretations, and a tabular
        disclosure of the effects of such instruments and related hedged items on
        our
        financial position, financial performance, and cash flows. SFAS No. 161 is
        effective beginning January 1, 2009. We are currently assessing the potential
        impact that adoption of SFAS No. 161 may have on our financial
        statements.




In
      May
      2008, the FASB issued FAS No. 162, “ *The
      Hierarchy of Generally Accepted Accounting Principles* ”,
      which
      identifies the sources of accounting principles and the framework for selecting
      the principles used in the preparation of financial statements of
      nongovernmental entities that are presented in conformity with generally
      accepted accounting principles in the United States of America (the GAAP
      hierarchy). This statement is effective November 15, 2008 which is 60 days
      following the SEC’s approval of the Public Company Accounting Oversight Board
      amendments of AU Section 411, “ *The
      Meaning of Presents Fairly in Conformity with Generally Accepted Accounting
      Principles.* ”
The
      Company is currently evaluating the impact that FAS 162 will have on its
      consolidated financial statement.


**3.**
              **INTANGIBLE
                  ASSETS**
 
 Intangibles
        consist of amortizing intangibles and goodwill. At September 30, 2008, such
        amounts were as follows:


September
                  30, 2008
              
              December
                  31, 2007Amortizing
                IntangiblesTrademark
              
              $
              878,018
              
              $
              —Employee
                  contract
              
              
              179,527
              
              
              —Backlog
              
              
              52,456
              
              
              —Subtotal
              
              $
              1,110,001Goodwill
              
              
              483,496
              
              
              —$
              1,593,497
              
              $
              —
  Amortization
        periods for the intangibles are as follows:
        trademark - 17 years, employee contract - 2 years, backlog - 6 months.
        Amortization for the three and nine month periods ended September 30,
        2008 was insignificant.


**4.**
            **PROPERTY
                AND EQUIPMENT**





Property
      and equipment consists of the following:





September
                30, 2008
            
            December
                31, 2007Equipment
            
            $
            124,492
            
            $
            138,151Furniture
                and computers
            
            
            47,821
            
            
            12,352Vehicles
            
            
            464,189
            
            
            338,663636,502
            
            
            489,166Less:
                Accumulated depreciation
            
            
            (248,286
            )
            
            (175,000
            )$
            388,216
            
            $
            314,166





Depreciation
      expense was $73,286 and $21,029 for the nine months ended September 30, 2008
      and
      September 30, 2007, respectively.





**5.**
            **ACCRUED
                LIABLILITIES**





Accrued
      liabilities consisted of the following:





September
                30, 2008
            
            December
                31, 2007Payroll
            
            $
            274,437
            
            $
            215,434Warranty
                reserve
            
            
            331,304
            
            
            172,002401K
                plan
            
            
            12,000
            
            
            60,000Taxes
            
            
            584,292
            
            
            24,020Workers
                compensation insurance
            
            
            —
            
            
            20,000Other
                operational accruals
            
            
            84,410
            
            
            36,094Total
            
            $
            1,286,443
            
            $
            527,550





F-8


**6.**
              **BORROWINGS**
  Borrowings
        consist of notes payable and lines of
        credit.
  Notes
        Payable
  The
        Company has various notes payable outstanding as of September 30, 2008. The
        notes are secured by vehicles and have maturities through 2014. The annual
        interest rates on the notes range from 1.9% to 6.6%. The future principal
        payments on these notes as of September 30, 2008 are as
        follows:




2008
            
            $
            17,7632009
            
            
            65,3922010
            
            
            56,2762011
            
            
            53,3092012
            
            
            42,8642013
            
            
            13,0822014
            
            
            4,940Total
            
            $
            253,626




Lines
        of Credit
  In
        February 2007, Premier Power entered into an agreement for a $2 million line
        of
        credit (LOC) with a bank, maturing in February 2008. The LOC is secured by
        the
        Company’s assets and a personal guaranty by the Company’s Chief Executive
        Officer and his wife. Actual amounts available under the LOC are dependent
        on
        the balance of accounts receivable and inventory. The LOC bears interest
        at the
        prime rate plus 1% (6% at September 30, 2008). At September 30, 2008 and
        December 31,2007, $1,250,000 and $0, respectively, were outstanding on the
        LOC.
        The LOC was renewed in February 2008 with a borrowing limit of $3 million
        and
        maturing in February of 2009.
  The
        Company also has a separate $100,000 line of credit that is secured by the
        personal guarantee of certain of the owners. This line of credit is callable
        at
        any time by the bank. Interest is payable monthly at the prime rate plus
        4.75%,
        or 9.75% at September 30, 2008. No balance was outstanding on this line of
        credit at September 30, 2008 and December 31, 2007.
  **7.**
              **EQUITY**
  Preferred
          Stock
  The
          Company has 20,000,000 shares of preferred stock, par value $0.0001 per
          share (“Preferred Stock”), authorized. The preferred stock may be issued from
          time to time in series having such designated preferences and rights,
          qualifications and to such limitations as the Board of Directors may
          determine.
 
 The
          Company has designated 5,000,000 shares of Preferred Stock as Series A
          Convertible Preferred Stock (“Series A Stock”). The Series A Stock is entitled
          to one vote per share, shares equally with the common stock upon liquidation
          and
          is convertible into one share of common stock at any time upon the payment
          of
          $2.00 per share, subject to adjustment. Series A stock converts automatically
          upon the occurrence of an offering meeting certain criteria. As of September
          30,
          2008, there are 3,500,000 shares of Series A Stock outstanding.
  F-9




Warrants


During
          the ninth months ended September 30, 2008, the Company issued Series A
          Warrants and Series B Warrants to purchase 1,750,000 and 1,750,000 shares
          of
          common stock, respectively, in connection with the issuance of Series A
          Stock.
  Both
          the
          Series A and B Warrants have four year lives. The Company has the right
          to call
          for cancellation each outstanding Series A Warrant or Series B Warrant
          under
          certain circumstances. The Series A Warrants have an exercise price of
          $2.50 and a fair value of $.15 per warrant. The Series B Warrants have
          an
          exercise price of $3.00 and a fair value of $.13 per warrant.
 
 The significant
          assumptions used to determine the fair values of the warrants, are as
          follows:
 
 Signifcant
                    assumptions (weighted-average):Risk-free
                    interest rate at grant date
                
                
                4.5
                %Expected
                    stock price volatility
                
                
                95
                %Expected
                    dividend payout
                
                
                —Expected
                    option life-years
                
                
                4
                    yrs


**8.**
            **COMMITMENTS
                AND CONTINGENCIES**





Premier
      Power is party to three non-cancelable five year operating leases, with
      obligations that expire in September 2013, for operating facilities in Madrid
      and Navarra, Spain and Redlands, California. The leases provide for annual
      rent
      increases tied to the Consumer Price Index. The leases require the following
      payments as of September 30, 2008, subject to annual adjustment, if
      any:




2008
            
            $
            19,1312009
            
            
            76,5252010
            
            
            67,8892011
            
            
            41,9802012
            
            
            33,5772013
            
            
            22,032Total
            
            $
            261,134




For
      the
      nine months ended September 30, 2008 and 2007, the Company recorded $14,788
      and
      $5,740, respectively, in rent expense for these leases.





**9.**
            **EMPLOYEE
                BENEFIT PLAN**





Premier
      Power Renewable Energy, Inc. has a 401(k) plan (the Plan) for its employees.
      Employees are eligible to make contributions when they attain an age of
      twenty-one and have completed at least one year of service. Premier Power makes
      discretionary matching contributions to employees who qualify for the Plan
      and
      were employed on the last day of the Plan year. Such contributions totaled
      $0
      and $60,000 for the nine months ended September 30, 2008 and 2007, respectively.
      Employees are vested 100% after 3 years of service. Neither Bright Future nor
      Premier Power Spain offer defined contribution or defined benefit plans to
      their
      employees.





**10.**
            **RELATED
                PARTY TRANSACTION**





The
      Company’s CEO and controlling shareholder of the Company is a
      guarantor of the Company’s line of credit.




F-10




**ITEM
                2.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.**





**Forward
      Looking Statements**





*Certain
      statements in the Management’s Discussion and Analysis (“MD&A”), other than
      purely historical information, including estimates, projections, statements
      relating to our business plans, objectives and expected operating results,
      and
      the assumptions upon which those statements are based, are “forward-looking
      statements” within the meaning of the Private Securities Litigation Reform Act
      of 1995, Section 27A of the Securities Act of 1933 and Section 21E of
      the Securities Exchange Act of 1934. These forward-looking statements generally
      are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions.
      Forward-looking statements are based on current expectations and assumptions
      that are subject to risks and uncertainties which may cause actual results
      to
      differ materially from the forward-looking statements. A detailed discussion
      of
      risks and uncertainties that could cause actual results and events to differ
      materially from such forward-looking statements is included in the section
      under
“Risk Factors”. We undertake no obligation to update or revise publicly any
      forward-looking statements, whether as a result of new information, future
      events, or otherwise.*




*As
      used in this Form 10-Q, unless the context requires otherwise, “we” or “us” or
      the “Company” or “Premier Power” means Premier Power Renewable Energy, Inc. and
      its subsidiaries.*




**Overview**





We
      are a
      developer, designer, and integrator of solar energy solutions. We develop,
      market, sell, and maintain solar energy systems for residential, commercial,
      and
      industrial customers in North America and Spain through our wholly owned
      subsidiary Premier Power Renewable Energy Group, Inc., a California corporation
      (“Premier Power California”), and Premier Power California’s two wholly owned
      subsidiaries, Bright Future Technologies, LLC, a Nevada limited liability
      company (“Bright Future”) and Premier Power Sociedad Limitada, a limited
      liability company formed in Spain (“Premier Power Spain”).





We
      use
      solar components from the industry’s leading suppliers and manufacturers such as
      General Electric (“GE”), Sharp, Fronius, Wattsun, SMA, Satcon, Xantrex, Schuco
      and SunPower Corporation. We were one of GE’s leading resellers and their number
      one reseller in the United States in 2006 and 2007. Based on data tracked by
      the
      California Energy Commission, we consistently rank among the top solar power
      system installers in the United States, and we have international operations
      headquartered in Spain. Our clients have included utility companies such as
      Pacific Gas and Electric and Sierra Pacific Power Company, home builders such
      as
      KB Homes, and numerous agricultural clients such as leading wineries in Napa
      Valley, California.





**Corporate
      History**





We
      were
      originally incorporated as “Harry’s Trucking, Inc.” in Delaware on September 1,
      2006, and had business operations as a third-party logistics provider for supply
      chain management through a wholly owned subsidiary, “Harry’s Trucking, LLC,”
which was formed on April 2, 2004 as a limited liability company in California.
      In connection with the closing of a share exchange that closed in September
      2008, we sold 100% of our interest in Harry’s Trucking, LLC to Haris Tajyar and
      Omar Tajyar. Effective September 5, 2008, we changed our name to “Premier Power
      Renewable Energy, Inc.”





**Share
      Exchange and $7 Million Financing**





On
      September 9, 2008, we closed a share exchange transaction under a Share Exchange
      Agreement entered into by and among the Company, our majority stockholder,
      Premier Power California, and the stockholders of Premier Power California,
      consisting of four individuals and one entity, who, immediately prior
      to such closing, collectively held 100% of Premier Power California’s
      issued and outstanding share capital (the "PPG Owners"). We completed the
      acquisition of all of the equity interests of Premier Power California held
      by
      the PPG Owners through the issuance of 24,218,750 restricted shares of our
      common stock to the PPG Owners. Immediately prior to the Financing
      described below and taking into account the cancellation of 25,448,000
      shares of our common stock held by Vision Opportunity Master Fund, Ltd.
      concurrent with the closing of the share exchange, we had 1,800,000 shares
      of
      common stock issued and outstanding. Immediately after the issuance of the
      shares to the PPG Owners, we had 26,018,750 shares of common stock issued and
      outstanding.




2




As
      a
      result of the Share Exchange, the PPG Owners became our controlling
      stockholders, and Premier Power California became our wholly owned subsidiary.
      In connection with Premier Power California becoming our wholly owned
      subsidiary, we acquired the business and operations of Premier Power California,
      and Premier Power California’s wholly owned subsidiaries, Bright Future and
      Premier Power Spain, became our indirect wholly owned subsidiaries.





Concurrently
      with the Exchange Agreement, we also entered into a Securities Purchase
      Agreement (the “Purchase Agreement”) pursuant to which we agreed to issue and
      sell a total of 3,500,000 units (the “Units”) to one accredited investor (the
“Investor”) for an aggregate purchase price of $7,000,000 (the “Financing”).
      Each unit consists of one share of our Series A Convertible Preferred Stock
      (“Series A Preferred Stock”), one-half of one Series A Warrant (the “Series A
      Warrants”), and one-half of one Series B Warrant (the “Series B Warrants”). Each
      one share of Series A Preferred Stock will be convertible into one share of
      our
      common stock, par value $0.0001 per share (“Common Stock”) at any time at the
      holder’s option, and each share of Series A Preferred Stock will automatically
      convert in the event that the Company completes an underwritten secondary public
      offering with minimum gross proceeds of $25,000,000 and at a minimum price
      per
      share of $4.00 or upon listing on NASDAQ. We are required to register the Common
      Stock underlying each of the Series A Preferred Stock, Series A Warrants, and
      Series B Warrants issued in the Financing with the Securities and Exchange
      Commission (the “SEC”) for resale by the Investor. Each Series A Warrant and
      each Series B Warrant entitles the holder to purchase a share of Common Stock
      at
      an exercise price of $2.50 and $3.00 per share, respectively, of Common Stock
      for a period of four years. Thus, at the Closing, we issued 3,500,000 shares
      of
      Series A Preferred Stock, Series A Warrants for the purchase of an aggregate
      1,750,000 shares of Common Stock, and Series B Warrants for the purchase of
      an
      aggregate 1,750,000 shares of Common Stock to the Investor.





**Critical
      Accounting Policies and Estimates**




***Basis
        of Presentation*** *.* Our
        financial statements as of and for period prior to September 9, 2008 reflect
        the
        combined financial position, cash flows, and results of operations of (i)
        Premier Power California; (ii) Bright Future; and (iii) Premier Power Spain,
        collectively the “Accounting Predecessor,” that were each majority owned by a
        common shareholder group and have common management and operations. All
        significant inter-company accounts and transactions were eliminated upon
        combination.
 
 In
        conjunction with a share exchange transaction that closed on September 9,
        2008,
        the financial statements of the Accounting Predecessor became the historical
        financial statements of the Company and include the financial position, cash
        flows, and results of operations on a consolidated basis subsequent to September
        9, 2008. All significant intercompany accounts and transactions were eliminated
        upon consolidation.
 
 Premier
        Power California designs, engineers, and installs photovoltaic systems in
        the
        United States. Bright Future distributes solar panels to Premier Power and
        Premier Power Spain. Premier Power Spain designs, engineers, and installs
        photovoltaic systems in Spain. The Company sold its third-party logistics
        operations immediately prior to the share exchange transaction that closed
        on
        September 9, 2008.


The
      financial information as of September 30, 2008 and for the nine months ended
      September 30, 2008 and 2007 is unaudited, but in the opinion of our management,
      contains all adjustments (consisting of normal recurring accruals) necessary
      for
      a fair presentation of financial position, results of operations, and cash
      flows. The results of operations for the interim periods are not necessarily
      indicative of the results to be expected for the entire year.





***Inventories.*** ** Inventories,
      consisting primarily of raw materials, are recorded using the average cost
      method and are carried at the lower of cost or market.





***Revenue
      Recognition*** **.** Revenue
      on photovoltaic system installation contracts is recognized using the percentage
      of completion method of accounting. At the end of each period, the Company
      measures the cost incurred on each project and compares the result against
      its
      estimated total costs at completion. The percent of cost incurred determines
      the
      amount of revenue to be recognized. Payment terms are generally defined by
      the
      contract and as a result may not match the timing of the costs incurred by
      the
      Company and the related recognition of revenue. Such differences are recorded
      as
      costs and estimated earnings in excess of billings on uncompleted contracts
      or
      billings in excess of costs and estimated earnings on uncompleted contracts.
      The
      Company determines its customer’s credit worthiness at the time the order is
      accepted. Sudden and unexpected changes in a customer’s financial condition
      could put recoverability at risk.




Contract
      costs include all direct material and labor
      costs and those indirect costs related to contract performance, such as indirect
      labor, supplies, tools, repairs, and depreciation costs. Selling and general
      and
      administrative costs are charged to expense as incurred. Provisions for
      estimated losses on uncompleted contracts are made in the period in which such
      losses are determined. Changes in job performance, job conditions, and estimated
      profitability, including those arising from contract penalty provisions, and
      final contract settlements may result in revisions to costs and income and
      are
      recognized in the period in which the revisions are determined. Profit
      incentives are included in revenues when their realization is reasonably
      assured.




***Allowance
      for Doubtful Accounts*** **.**  The
      Company monitors account balances and follows up with accounts that are past
      due
      as defined in the terms of the contract with the customer. To date, the
      Company’s losses on uncollectible accounts receivable have been immaterial. The
      Company maintains an allowance for doubtful accounts receivable based on the
      expected collectibility of its accounts receivable. The allowance for doubtful
      accounts is based on assessments of the collectibility of specific customer
      accounts and the aging of the accounts receivable. If there is a deterioration
      of a major customer’s credit worthiness or actual defaults are higher than
      historical experience, the allowance for doubtful accounts is increased.




3




***Earnings
        per Share.*** Earnings
        per share are computed in accordance with the provisions of SFAS No. 28,
        “ *Earnings
        Per Share* .”
Basic
        net income (loss) per share is computed using the weighted-average number
        of
        common shares outstanding during the period, as adjusted for the dilutive
        effect
        of the Company’s outstanding convertible preferred shares using the
“if-converted method.” Diluted earnings per share is computed using the
        weighted-average number of common shares outstanding during the period, as
        adjusted for the dilutive effect of the Company’s outstanding convertible
        preferred shares using the “if-converted” method and dilutive potential common
        shares. The Company’s dilutive potential common shares consist of
        warrants.
 
 For
        the three and nine month periods
        ended September 30, 2008, warrants convertible into 3,500,000 shares of common
        stock were excluded from the computation of diluted loss per share since
        their
        effect would be anti-dilutive. For the three and nine month periods ended
        September 30, 2007, there were no potential common shares
        outstanding.




***Product
      Warranties*** **.**  Prior
      to
      January 1, 2007, the Company provided a five year warranty covering the labor
      and materials associated with its installations. Effective January 1, 2007,
      the
      Company changed the coverage to generally be ten years in the U.S. and to one
      year in Spain for all contracts signed after December 31, 2006. Solar panels
      and
      inverters are warranted by the manufacturer for 25 years and 10 years,
      respectively. Activity in the Company’s warranty reserve for the nine months
      ended September 30, 2008 and 2007 was as follows:





Nine
                Months Ended
              September
                30, 2008
            
            Nine
                Months Ended
              September
                30, 2007Balance
                at beginning of period
            
            $
            172,002
            
            $
            58,375Warranty
                expense
            
            
            199,482
            
            
            70,827Less:
                Warranty claims
            
            
            (39,698
            )
            
            (8,312
            )Balance
                at end of period
            
            $
            331,786
            
            $
            120,890




***Comprehensive
      Income*** **.** Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive
      Income,” establishes standards for reporting comprehensive income and its
      components in a financial statement that is displayed with the same prominence
      as other financial statements. Comprehensive income, as defined, includes all
      changes in equity during the period from non-owner sources. Examples of items
      to
      be included in comprehensive income, which are excluded from net income, include
      foreign currency translation adjustments and unrealized gain (loss) of
      available-for-sale securities.





**Results
      of Operations**





*Comparison
      of Three Months Ended September 30, 2008 and 2007*





***Net
      Sales.*** For
      the
      three months ended September 30, 2008, net sales increased 106% relative to
      the
      three months ended September 30, 2007, from $4,486,221 to $9,236,108. The
      increase in net sales is due primarily to significant growth in both our U.S.
      and Spain commercial businesses, as well as continued growth in our U.S.
      residential business.





***Cost
      of Sales.*** Cost
      of
      sales increased 169% from $3,057,589, or approximately 68% of net sales for
      the
      three months ended September 30, 2007, to $8,233,171, or approximately 89%
      of
      net sales for the three months ended September 30, 2008. The increase in cost
      of
      sales is due primarily to a substantial increase in commercial project revenues,
      which carry a lower profit margin.





***Gross
      Profit.*** Gross
      profit decreased approximately 30% from $1,428,632 (32% of net sales) for the
      three months ended September 30, 2007 to $1,002,937 (11% of net sales) for
      the three months ended September 30, 2008 due to a general shift towards larger
      commercial projects, which carry a lower profit margin. In the three months
      ended September 30, 2008, the Company also successfully completed a large
      project on which it acted solely as a subcontractor and that did not
      involve the high level of integration that we normally
      provide, resulting in a lower than average profitability. We
      do not intend to offer such non-integrated services in the
      future.




4




***Sales
      and Marketing Expense*** **.** For the
      three months ended September 30, 2008, sales and marketing expense increased
      approximately 99% from $290,177 to $576,451 relative to the three months ended
      September 30, 2007. The increase is attributable to an increase in our
      commercial sales force.




***Administrative
      Expenses.*** Administrative
      expenses were $515,163 and $515,201 for the three months ended September 30,
      2008 and 2007, respectively. Administrative expense as a percentage of revenue
      declined year over year to 6% from 11% as we continued to see operating leverage
      off a larger revenue base.





***Net
      Income.*** Net
      income decreased from $582,522 for the three months ended September 30, 2007
      to
      a net loss of $250,839 for the three months ended September 30, 2008. This
      was
      primarily due to decreasing sales margins and increased sales and marketing
      expenses.





*Comparison
      of Nine Months Ended September 30, 2008 and 2007*





***Net
      Sales.*** ** For
      the
      nine months ended September 30, 2008, net sales increased 105% relative to
      the
      nine months ended September 30, 2007, from $13,310,421 to $27,224,925. The
      increase in net sales is mainly due to significant growth in our
      U.S. and Spain commercial businesses, as well continued growth in our U.S.
      residential sales.





***Cost
      of Sales.*** ** Cost
      of
      sales increased 139% from $9,822,046, or approximately 74% of net sales for
      the
      nine months ended September 30, 2007, to $23,502,924, or approximately 86%
      of
      net sales for the nine months ended September 30, 2008. The increase in costs
      of
      sales as a percentage of net sales is due to a general shift towards larger
      commercial projects, which carry a lower profit margin. In addition, during
      the
      third quarter of 2008, we were awarded and completed a large commercial project
      performing only installation services, which had lower margins than our
      normal contracts. We do not intend to offer such non-integrated
      services in the future.





***Gross
      Profit.*** Gross
      profit increased 7% from $3,488,375 (26% of net sales) for the nine months
      ended September 30, 2007 to $3,722,001 (14% of net sales) for the nine
      months ended September 30, 2008. The decrease in gross profit percentage was
      directly related to our decision to increase our commercial contracts, which
      generally have lower gross profit margins.





***Sales
      and Marketing Expenses*** ***.*** For the
      nine months ended September 30, 2008, sales and marketing expenses increased
      approximately 61% from $975,229 to $1,571,826 relative to the nine months ended
      September 30, 2007. The increase is attributable to growth in our
      commercial sales force.




***Administrative
      Expenses.*** Administrative
      expenses were $1,427,653 and $1,363,301 for the nine months ended September
      30,
      2008 and 2007, respectively. Administrative expenses as a percentage of revenue
      declined year-over-year to 5% from 10% as we continued to see operating leverage
      off a larger revenue base.




***Net
      Income*** ***.*** Net
      income decreased from $1,127,547 for the nine months ended September 30,
      2007 to $23,755 for the nine months ended September 30, 2008. This is due
      primarily to decreasing margins on sales and increased sales and marketing
      expenses.





**Liquidity
      and Capital Resources**





*Cash
      Flows*




**(in
                thousands)**
            
            
            **Nine
                    Months**
                  **Ended
                    September 30,**
                  **2008**
            
            
            **Nine
                      Months**
                    **Ended
                      September 30,**
                    **2007**Net
                cash used in operating activities
            
            $
            2,215,905
            
            $
            982,368Net
                cash used in investing activities
            
            $
            536,354
            
            $
            600,512Net
                cash provided by financing activities
            
            $
            6,934,841
            
            $
            801,802Net
                increase (decrease) in cash and cash equivalents
            
            $
            4,168,202
            
            $
            (776,946
            )





Net
      cash
      flows used in operating activities was $2,215,905 for the nine months ended
      September 30, 2008, while net cash flow used in operating activities was
      $982,368 for the nine months ended September 30, 2007. The increase in net
      cash
      flows used in operating activities for the nine months ended September 30,
      2008
      was mainly due to a decrease in net income and increased inventory and
      receivable levels attributable to the growth in our operations.




5




Net
      cash
      flow used in investing activities was $536,354 for the nine months ended
      September 30, 2008 and $600,512 for the nine months ended September 30, 2007.
      The use of cash was primarily for distribution payments to
      the shareholders.




Net
      cash
      flow provided by financing activities was $6,934,841 for the nine months
      ended September 30, 2008, compared to $801,802 for the nine months ended
      September 30, 2007. The increase in financing cash flow was primarily
      attributable to proceeds from the issuance of preferred stock in conjunction
      with the reverse merger.





*Material
      Impact of Known Events on Liquidity*





There
      are
      no known events that are expected to have a material impact on our short-term
      or
      long-term liquidity.





*Capital
      Resources*





Historically,
      we have financed our operations primarily through cash flows from
      operations and borrowings, and, on September 10, 2008, we received net
      proceeds of $5,712,128 from a private placement financing transaction. Thus,
      we
      believe that our current cash and cash equivalents, anticipated cash flow from
      operations, and net proceeds from the private placement financing will be
      sufficient to meet our anticipated cash needs in the ordinary course of
      business, including our cash needs for working capital and capital expenditures
      for at least the next 12 months. The proceeds from the private placement
      financing will be used for general working capital purposes (including funding
      the purchase of additional inventory and advertising and marketing expenses)
      and
      for acquisitions we may decide to pursue.





Other
      than our lines of credit with banks, we currently do not have any binding
      commitments for, or readily available sources of, additional financing. We
      cannot provide any assurances that we will be able to secure the additional
      cash
      or working capital we may require to continue our operations.




**Contractual
      Obligations and Off-Balance Sheet Arrangements**





*Line
      of Credit*





In
      February 2007, Premier Power California entered into an agreement with Guaranty
      Bank for a $2,000,000 line of credit, maturing in February 2008. The line of
      credit was secured by our assets and a personal guaranty by our Chief
      Executive Officer and his wife. Actual amounts available under the line of
      credit each month are dependent on the balance of accounts receivable and
      inventory. The line of credit bears interest at the prime rate plus 1%. At
      September 30, 2008, the interest rate was 6%. The line of credit was renewed
      in
      February 2008 with a borrowing limit of $3,000,000, maturing in February 2009.
      As of October 28, 2008, $525,000 was outstanding.





The
      line
      of credit includes certain financial covenants. At September 30, 2008, Premier
      Power California was in violation of a minimum net worth covenant. The Bank
      waived the covenant violation, and Premier Power California does not anticipate
      that it will be in violation of this covenant in the future.





*Contractual
      Obligations*





We
      have
      certain fixed contractual obligations and commitments that include future
      estimated payments. Changes in our business needs, cancellation provisions,
      changing interest rates, and other factors may result in actual payments
      differing from the estimates. We cannot provide certainty regarding the timing
      and amounts of payments. We have presented below a summary of the most
      significant assumptions used in our determination of amounts presented in the
      tables, in order to assist in the review of this information within the context
      of our consolidated financial position, results of operations, and cash
      flows.





The
      following table summarizes our contractual obligations as of September 30,
      2008,
      and the effect these obligations are expected to have on our liquidity and
      cash
      flows in future periods.




**Payments
                Due by Period****Total**
            
            **Less
                than 1 year**
            
            **1-3
                Years**
            
            **3-5
                Years**
            
            **5
                Years +**Contractual
                Obligations:Bank
                Indebtedness
            
            $
            1,250,000
            
            $
            1,250,000
            
            $
            0
            
            $
            0
            
            $
            0Other
                Indebtedness
            
            
            253,626
            
            
            66,720
            
            
            156,438
            
            
            29,700
            
            
            768Operating
                Leases
            
            
            261,134
            
            
            19,131
            
            
            144,414
            
            
            75,557
            
            
            22,032Totals:
            
            $
            1,764,760
            
            $
            1,335,851
            
            $
            300,852
            
            $
            105,257
            
            $
            22,800





*Off-Balance
      Sheet Arrangements*





At
      September 30, 2008, we did not have any transactions, obligations, or
      relationships that are considered off-balance sheet arrangements.





6





**ITEM
              3.**
            **QUANTITATIVE
                AND QUALITATIVE DISCLOSURES ABOUT MARKET
                RISK**





Not
      applicable.








**ITEM
              4.**
            **CONTROLS
                AND PROCEDURES**





**Disclosure
      Controls and Procedures**





As
      of the
      end of the period covered by this quarterly report, we carried out an
      evaluation, under the supervision of, and with the participation of our
      management, including our Chief Executive Officer and Chief Financial Officer,
      of the effectiveness of the Company’s disclosure controls and procedures (as
      defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
      of 1934, as amended) as of the end of the period covered by this report. Based
      on that evaluation, our Chief Executive Officer and Chief Financial Officer
      have
      concluded that, as of the end of the period covered by this report, our
      disclosure controls and procedures were effective to enable us to record,
      process, summarize, and report information required to be included in our
      reports that we file or submit under the Exchange Act within the time periods
      required.


**Remediation
        of Material Weaknesses in Internal Control over Financial
        Reporting**
 
 For
        the
        year ended December 31, 2007, our independent auditors identified a material
        weakness and certain significant deficiencies in our internal control over
        financial reporting. We have implemented and continue to implement additional
        processes to remediate the material weakness and the significant deficiencies
        in
        our internal control over financial reporting.




**Changes
      in Internal Control over Financial Reporting**





There
      were no changes in our internal control over financial reporting (as defined
      in
      Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as
      amended) during the quarter ended September 30, 2008 that have materially
      affected or are reasonably likely to materially affect our internal control
      over
      financial reporting.




7




**PART
      II - OTHER INFORMATION**





**ITEM
              1.**
            **LEGAL
                PROCEEDINGS**





Other
      than the proceeding described below, there have been no material developments
      during the quarter ended September 30, 2008 in any material pending legal
      proceedings to which the Company is a party or of which any of our property
      is
      the subject.





***John
      Wilson v. Premier Power Renewable Energy, Inc., El Dorado County Superior Court,
      Case No. PC20060079.*** On
      February 22, 2006, Plaintiff John Wilson filed a complaint in El Dorado County
      Superior Court seeking commission payments for solar power projects that Premier
      Power California never performed or did perform but for which Plaintiff was
      previously paid. Plaintiff sought damages measuring in excess of $100,000.
      The
      case went to trial in November 2007 and resulted in a mistrial. The case was
      reset for trial in March 2008 and continued to May 12, 2008. On May 12, 2008,
      the court vacated the trial date. The parties were ordered to appear for a
      case
      management conference on May 28, 2008. Trial began on August 25, 2008 and
      concluded on August 26, 2008. On September 23, 2008, the court issued a ruling
      in favor of Plaintiff for the sum of $11,040 plus costs. We have
      established a reserve of $10,000 for this claim.





***InEnergy
      vs. Premier Power Renewable Energy, Inc.*** In
      August 2008, Plaintiff InEnergy, Inc. filed a complaint before the American
      Arbitration Association seeking damages related to a solar power project for
      which Premier Power California provided certain services in the amount of
      $44,000. The case is scheduled for an initial hearing on December 5, 2008.
      We
      believe this case is without merit and will defend ourselves
      rigorously.








**ITEM
              1A.**
            **RISK
                FACTORS**





*You
      should carefully consider the risks described below together with all of the
      other information included in this prospectus. The statements contained in
      or
      incorporated into this prospectus that are not historic facts are
      forward-looking statements that are subject to risks and uncertainties that
      could cause actual results to differ materially from those set forth in or
      implied by forward-looking statements. If any of the following risks actually
      occurs, our business, financial condition or results of operations could be
      harmed. In that case, the trading price of our common stock could decline,
      and
      you may lose all or part of your investment.*





**Risks
      Relating to Our Business**





**Our
      limited operating history makes it difficult to evaluate our future prospects
      and results of operations.**





Premier
      Power California was a division spun-out of Premier Homes on April 22, 2003.
      Premier Power Spain was formed on July 7, 2006. Our limited operating history
      makes it difficult to evaluate our business. In addition, the limited
      performance history of our management and sales team and the uncertainty of
      our
      future performance and ability to maintain or improve our financial, sales
      and
      operating systems, procedures and controls increase the risk that we may be
      unable to continue to successfully operate our business. In the event that
      we
      are not able to manage our growth and operate as a public company due to our
      limited experience, our business may suffer uncertainty and failures, which
      makes it difficult to evaluate our business.





**We
      are dependent upon our suppliers for the components used in the
      systems**  **we
      design and install, and our major suppliers are dependent upon the
      continued**  **availability
      and pricing of polysilicon and other raw materials used in
      solar**  **panels.
      Any increases in the price of solar components or any interruptions to or
      shortage or decline in the quality of the solar components we purchase for
      our
      solar energy systems could adversely affect our business.**





Key
      components used in our systems are purchased from a limited number of
      manufacturers. In particular, Sharp, SunPower Corporation, and General Electric
      account for over 80% of our purchases of solar panels. We are subject to market
      prices for the components that we purchase for our installations, which are
      subject to fluctuation. We cannot ensure that the prices charged by our
      suppliers will not increase because of changes in market conditions or other
      factors beyond our control. An increase in the price of components used in
      our
      systems could result in an increase in costs to our customers and could have
      a
      material adverse effect on our revenues and demand for our products and
      services. Our suppliers are dependent upon the availability and pricing of
      polysilicon, one of the main materials used in manufacturing solar panels.
      The
      world market for solar panels recently experienced a shortage of supply due
      to
      insufficient availability of silicon and limited manufacturing capacity. This
      shortage caused the prices for solar panels to increase. Interruptions in our
      ability to procure needed components for our systems, whether due to
      discontinuance by our suppliers, delays or failures in delivery, shortages
      caused by inadequate production capacity or unavailability, or for other
      reasons, would adversely affect or limit our sales and growth. In addition,
      increases in the prices of solar panels could make systems that have been sold
      but not yet installed unprofitable for us. There is no assurance that we will
      continue to find qualified manufacturers on acceptable terms and, if we do,
      there can be no assurance that product quality will continue to be acceptable,
      which could lead to a loss of sales and revenues.




8




**Various
      licenses and permits are required to operate our business, and the loss of
      or
      failure to renew any or all of these licenses and permits could materially
      adversely affect our business.**





We
      hold
      electrical contractor licenses in all states in which we operate, including
      C10,
      C2, C46 and NYSERDA. Also, we are certified by the North America Board of
      Certified Energy Practitioners (NABCEP). The loss of any such licenses or
      certifications, or the loss of any key personnel who hold such licenses or
      certifications, would materially adversely affect our business.




**We
      are highly dependent on senior management and key sales and technical
      personnel.**




We
      are
      highly dependent on our senior management to manage our business and operations
      and our key managerial, financial, sales, design, engineering, technical and
      other personnel for the sale, development and installation of our solar power
      systems. In particular, we rely substantially on Dean R. Marks, our President
      and Chief Executive Officer, and Miguel de Anquin, our Chief Operating Officer,
      and Corporate Secretary, to manage our operations. Although we have entered
      into
      employment agreements with and obtained key-man life insurance policies for
      our
      benefit on the lives of Messrs. Marks and de Anquin, we cannot assure their
      continued services to the Company. The loss of either one of them, or any other
      member of our senior management, would have a material adverse effect on our
      business and operations. Competition for senior management and sales and
      technical personnel is intense, and the pool of suitable candidates is limited.
      We may be unable to locate a suitable replacement for any member of our senior
      management or key sales and technical personnel that we lose. In addition,
      if
      any member of our senior management or key sales and technical personnel joins
      a
      competitor or forms a competing company, they may compete with us for customers,
      business partners and other key professionals and staff members of our company. ****** Although
      each of our senior management and key sales and technical personnel has signed
      a
      confidentiality and non-competition agreement in connection with his employment
      with us, we cannot assure you that we will be able to successfully enforce
      these
      provisions in the event of a dispute between us and any member of our senior
      management or key research and development personnel.





**If
      we are unable to attract, train and retain highly qualified
      personnel,**  **the
      quality of our services may decline, and we may not meet our business and
      financial goals.**





We
      compete for qualified personnel with other solar integration companies. Intense
      competition for these personnel could cause our compensation costs to increase
      significantly, which, in turn, could have a material adverse effect on our
      results of operations. Our future success and ability to grow our business
      will
      depend in part on the continued service of these individuals and our ability
      to
      identify, hire and retain additional qualified personnel. If we are unable
      to
      attract and retain qualified employees, we may be unable to meet our business
      and financial goals.





**Our
      growth strategy may prove to be disruptive and divert management
      resources.**





Our
      growth strategy may involve large transactions and present financial, managerial
      and operational challenges, including diversion of management attention from
      our
      existing businesses, difficulty with integrating personnel and financial and
      other systems, increased expenses, including compensation expenses resulting
      from newly hired employees, the assumption of unknown liabilities and potential
      disputes. We could also experience financial or other setbacks if any of our
      growth strategies incur problems of which we are not presently aware. We may
      also require additional financing in the future in connection with our growth
      strategy.





**We
      may need to obtain additional debt or equity financing to fund future capital
      expenditures and to meet working capital requirements.**





Additional
      equity may result in dilution to the holders of our outstanding shares of
      capital stock. Additional debt financing may include conditions that would
      restrict our freedom to operate our business, such as conditions
      that:





●
            limit
                our ability to pay dividends or require us to seek consent for the
                payment
                of dividends;





●
            increase
                our vulnerability to general adverse economic and industry
                conditions;





●
            require
                us to dedicate a portion of our cash flow from operations to payments
                on
                our debt, thereby reducing the availability of our cash flow to fund
                capital expenditures, working capital and other general corporate
                purposes; and




9




●
            limit
                our flexibility in planning for, or reacting to, changes in our business
                and our industry.





We
      cannot
      guarantee that we will be able to obtain any additional financing on terms
      that
      are acceptable to us, or at all.





**Geographical
      business expansion efforts we make could result in**  **difficulties
      in successfully managing our business and consequently harm
      our**  **financial
      condition.**





As
      part
      of our business strategy, we may seek to expand by acquiring competing
      businesses or customer contracts outside of our current geographic markets,
      or
      we may open offices in the geographical markets we desire to operate within.
      We
      may face challenges in managing expanding product and service offerings and
      in
      integrating acquired businesses with our own. We cannot accurately predict
      the
      timing, size and success of our expansion efforts and the associated capital
      commitments that might be required. We expect to face competition for expansion
      candidates, which may limit the number of expansion opportunities available
      to
      us and may lead to higher expansion costs. There can be no assurance that we
      will be able to identify, acquire or profitably manage additional businesses
      and
      contracts or successfully integrate acquired businesses and contracts, if any,
      into our company, without substantial costs, delays or other operational or
      financial difficulties. In addition, expansion efforts involve a number of
      other
      risks, including:





●
            failure
                of the expansion efforts to achieve expected
                results;





●
            diversion
                of management’s attention and resources to expansion
                efforts;





●
            failure
                to retain key customers or personnel of the acquired businesses;
                and





●
            risks
                associated with unanticipated events, liabilities or
                contingencies.





Client
      dissatisfaction or performance problems at a single acquired business could
      negatively affect our reputation. The inability to acquire businesses on
      reasonable terms or successfully integrate and manage acquired companies, or
      the
      occurrence of performance problems at acquired companies, could result in
      dilution to our stockholders, unfavorable accounting charges and difficulties
      in
      successfully managing our business.





**Our
      inability to obtain capital, use internally generated cash, or
      use**  **shares
      of our common stock or debt to finance future expansion efforts
      could**  **impair
      the growth and expansion of our business.**





Reliance
      on internally generated cash or debt to finance our operations or to complete
      business expansion efforts could substantially limit our operational and
      financial flexibility. The extent to which we will be able or willing to use
      shares of common stock to consummate expansions will depend on our market value
      from time to time and the willingness of potential sellers to accept it as
      full
      or partial payment. Using shares of common stock for this purpose also may
      result in significant dilution to our then existing stockholders. To the extent
      that we are unable to use common stock to make future expansions, our ability
      to
      grow through expansions may be limited by the extent to which we are able to
      raise capital for this purpose through debt or equity financings. No assurance
      can be given that we will be able to obtain the necessary capital to finance
      a
      successful expansion program or our other cash needs. If we are unable to obtain
      additional capital on acceptable terms, we may be required to reduce the scope
      of any expansion. In addition to requiring funding for expansions, we may need
      additional funds to implement our internal growth and operating strategies
      or to
      finance other aspects of our operations. Our failure to (i) obtain additional
      capital on acceptable terms, (ii) use internally generated cash or debt to
      complete expansions because it significantly limits our operational or financial
      flexibility, or (iii) use shares of common stock to make future expansions
      may
      hinder our ability to actively pursue any expansion program we may decide to
      implement and negatively impact our stock price.





**Our
      obligations under our credit facility are secured by our**  **assets.
      Thus, if the lender forecloses on its security interest, we may have
      to**  **liquidate
      some or all of our assets, which may cause us to curtail or cease
      operations.**





Our
      obligations under our current loan and security agreement with Guaranty Bank
      are
      secured by all of our assets. If we default under the credit facility, we could
      be required to repay all of our borrowings thereunder. As of October 28, 2008,
      we owe Guaranty Bank approximately $525,000 under the agreement.




10


**We
        are subject to restrictive covenants in connection with our
        credit**  **facility
        that may limit our ability to borrow additional funds or to
        raise**  **additional
        equity as may be required to fund our future operations.**


The
      terms
      of the current credit facility with Guaranty Bank may limit our ability, without
      Guaranty Bank’s consent, to, among other things, enter into certain transactions
      (such as an acquisition of another company) and create additional liens on
      our
      assets, and could adversely affect our liquidity and our ability to attract
      additional funding if required for our business.





**Our
      operations are cash intensive, and our business could be adversely affected
      if
      we fail to maintain sufficient levels of working capital.**





We
      expend
      a significant amount of cash in our operations, principally to fund our
      materials procurement. Our suppliers typically provide us with credit. In turn,
      we typically require our customers to make payment at various stages of the
      project. We generally fund most of our working capital requirements out of
      cash
      flow generated from operations and our line of credit. If we fail to generate
      sufficient revenues from our sales, or if we experience difficulties collecting
      our accounts receivables, we may not have sufficient cash flow to fund our
      operating costs, and our business could be adversely affected.





**Our
      operating results may fluctuate from period to period, and if we fail to meet
      market expectations for a particular period, our share price may
      decline.**





Our
      operating results have fluctuated from period to period and are likely to
      continue to fluctuate as a result of a wide range of factors, including sales
      demands, electricity rate changes, changes in incentives and technological
      improvements. Our production and sales are generally lower in the winter due
      to
      weather conditions and holiday activities. Interim reports may not be indicative
      of our performance for the year or our future performance, and period-to-period
      comparisons may not be meaningful due to a number of reasons beyond our control.
      We cannot assure you that our operating results will meet the expectations
      of
      market analysts or our investors. If we fail to meet their expectations, there
      may be a decline in our share price.





**Because
      our industry is competitive and has lower barriers to
      entry,**  **we
      may lose market share to larger companies that are better equipped
      to**  **weather
      deterioration in market conditions due to increased
      competition.**





Our
      industry is highly competitive and fragmented, is subject to rapid change and
      has low barriers to entry. We may in the future compete for potential customers
      with solar system installers and servicers, electricians, roofers, utilities
      and
      other providers of solar power equipment or electric power. Some of these
      competitors may have significantly greater financial, technical and marketing
      resources and greater name recognition than we have. We believe that our ability
      to compete depends in part on a number of factors outside of our control,
      including:





●
            the
                ability of our competitors to hire, retain and motivate qualified
                technical personnel;





●
            the
                ownership by competitors of proprietary tools to customize systems
                to the
                needs of a particular customer;





●
            the
                price at which others offer comparable services and
                equipment;





●
            the
                extent of our competitors’ responsiveness to client
                needs;





●
            risk
                of local economy decline; and





●
            installation
                technology.




Competition
      in the solar power services industry may increase in the future, partly due
      to
      low barriers to entry, as well as from other alternative energy resources now
      in
      existence or developed in the future. Increased competition could result in
      price reductions, reduced margins or loss of market share and greater
      competition for qualified technical personnel. There can be no assurance that
      we
      will be able to compete successfully against current and future competitors.
      If
      we are unable to compete effectively, or if competition results in a
      deterioration of market conditions, our business and results of operations
      would
      be adversely affected.





**We
      act as the general contractor for our customers in connection with the
      installation of our solar power systems and are subject to risks associated
      with
      construction, cost overruns, delays and other contingencies, which could have
      a
      material adverse effect on our business and results of
      operations.**





We
      act as
      the general contractor for our customers in connection with the installation
      of
      our solar power systems. All essential costs are estimated at the time of
      entering into the sales contract for a particular project, and these are
      reflected in the overall price that we charge our customers for the project.
      These cost estimates are preliminary and may or may not be covered by contracts
      between us or the other project developers, subcontractors, suppliers and other
      parties to the project. In addition, we require qualified, licensed
      subcontractors to install some of our systems. Shortages of such skilled labor
      could significantly delay a project or otherwise increase our costs. Should
      miscalculations in planning a project or defective or late execution occur,
      we
      may not achieve our expected margins or cover our costs. Also, many systems
      customers require performance bonds issued by a bonding agency. Due to the
      general performance risk inherent in construction activities, it is sometimes
      difficult to secure suitable bonding agencies willing to provide performance
      bonding. In the event we are unable to obtain bonding, we will be unable to
      bid
      on, or enter into, sales contracts requiring such bonding. Delays in solar
      panel
      or other supply shipments, other construction delays, unexpected performance
      problems in electricity generation or other events could cause us to fail to
      meet these performance criteria, resulting in unanticipated and severe revenue
      and earnings losses and financial penalties. Construction delays are often
      caused by inclement weather, failure to timely receive necessary approvals
      and
      permits, or delays in obtaining necessary solar panels, inverters or other
      materials. The occurrence of any of these events could have a material adverse
      effect on our business and results of operations.




11




**We
      generally recognize revenue on system installations on a “percentage of
      completion” basis and payments are due upon the achievement of contractual
      milestones, and any delay or cancellation of a project could adversely affect
      our business.**





We
      recognize revenue on our system installations on a “percentage of completion”
basis and, as a result, our revenue from these installations is driven by the
      performance of our contractual obligations, which is generally driven by
      timelines for the installation of our solar power systems at customer sites.
      This could result in unpredictability of revenue and, in the short term, a
      revenue decrease. As with any project-related business, there is the potential
      for delays within any particular customer project. Variation of project
      timelines and estimates may impact the amount of revenue recognized in a
      particular period. In addition, certain customer contracts may include payment
      milestones due at specified points during a project. Because we must invest
      substantial time and incur significant expense in advance of achieving
      milestones and the receipt of payment, failure to achieve milestones could
      adversely affect our business and cash flows.





**We
      are subject to particularly lengthy sales cycles in some
      markets.**





Factors
      specific to certain of our customers’ industries have an impact on our sales
      cycles. Some of our customers may have longer sales cycles due to the timing
      of
      various state and federal subsidies. These lengthy and challenging sales cycles
      may mean that it could take longer before our sales and marketing efforts result
      in revenue, if at all, and may have adverse effects on our operating results,
      financial condition, cash flows and stock price.





**Our
      failure to meet a client’s expectations in the performance of
      our**  **services,
      and the risks and liabilities associated with placing our
      employees**  **and
      technicians in our customers’ homes and businesses, could give rise
      to**  **claims
      against us.**





Our
      engagements involve projects that are critical to our customers’ business or
      home. Our failure or inability to meet a customer’s expectations in the
      provision of our products and services could damage or result in a material
      adverse change to their premises or property, and therefore could give rise
      to
      claims against us or damage our reputation. In addition, we are exposed to
      various risks and liabilities associated with placing our employees and
      technicians in the homes and workplaces of others, including possible claims
      of
      errors and omissions, harassment, theft of client property, criminal activity
      and other claims.





**We
      generally do not have long-term agreements with our customers and, accordingly,
      could lose customers without warning.**





Our
      products are generally not sold pursuant to long-term agreements with customers,
      but instead are sold on a purchase order basis. We typically contract to perform
      large projects with no assurance of repeat business from the same customers
      in
      the future. Although cancellations on our purchase orders to date have been
      insignificant, our customers may cancel or reschedule purchase orders with
      us on
      relatively short notice. Cancellations or rescheduling of customer orders could
      result in the delay or loss of anticipated sales without allowing us sufficient
      time to reduce, or delay the incurrence of, our corresponding inventory and
      operating expenses. In addition, changes in forecasts or the timing of orders
      from these or other customers expose us to the risks of inventory shortages
      or
      excess inventory. This, in addition to the non-repetition of large systems
      projects, could cause our operating results to suffer.





**Our
      competitive position depends in part on maintaining intellectual property
      protection.**





Our
      ability to compete and to achieve and maintain profitability depends in part
      on
      our ability to protect our proprietary discoveries and technologies. We have
      applied for trademark protection for the brand names “Premier Power” and “Bright
      Skies” and our sales slogan “Your Solar Electricity Specialist.” We have also
      applied for patent protection for our proprietary roof top mountings, but there
      can be no assurance that these applications will be granted by the U.S. Patent
      and Trademark Office. We currently rely on a combination of copyrights,
      trademarks, trade secret laws and confidentiality agreements to protect our
      intellectual property rights. We also rely upon unpatented know-how and
      continuing technological innovation to develop and maintain our competitive
      position. From time to time, the United States Supreme Court, other federal
      courts, the U.S. Congress or the U.S. Patent and Trademark Office may change
      the
      standards of patentability, and any such changes could have a negative impact
      on
      our business.




12




**Our
      profitability depends, in part, on our success in brand
      recognition,**  **and
      we could lose our competitive advantage if we are unable to protect
      our**  **trademark
      against infringement. Any related litigation could be**  **time-consuming
      and costly.**





We
      believe our brand has gained substantial recognition by customers in certain
      geographic areas. We have applied for trademark protection for the brand names
      “Premier Power” and “Bright Skies” and our sales slogan “Your Solar Electricity
      Specialist.” Use of our name or a similar name by competitors in geographic
      areas in which we have not yet operated could adversely affect our ability
      to
      use or gain protection for our brand in those markets, which could weaken our
      brand and harm our business and competitive position. In addition, any
      litigation relating to protecting our trademark against infringement is likely
      to be time consuming and costly.





**Our
      Premier Ballasting and Premier Racking systems are untested and may not be
      effective or patentable or may encounter other unexpected problems, which could
      adversely affect our business and results of operations.**





Our
      Premier Ballasting and Premier Racking systems **** are
      new
      and have not been tested in installation settings for a sufficient period of
      time to prove their long-term effectiveness and benefits. These systems may
      not
      be effective or other problems may occur that are unexpected and could have
      a
      material adverse effect on our business or results of operations. While we
      anticipate filing patent applications for our Premier Ballasting and Premier
      Racking systems **** technology,
      patents may not be issued on such technology, or we may not be able to realize
      the benefits from any patents that are issued.





**We
      may face intellectual property infringement claims that could be time-consuming
      and costly to defend and could result in our loss of significant rights and
      the
      assessment of damages.**





If
      we
      receive notice of claims of infringement, misappropriation or misuse of other
      parties’ proprietary rights, some of these claims could lead to litigation. We
      cannot assure you that we will prevail in these actions, or that other actions
      alleging misappropriation or misuse by us of third-party trade secrets,
      infringement by us of third-party patents and trademarks or the validity of
      our
      patent or trademarks, will not be asserted or prosecuted against us. We may
      also
      initiate claims to defend our intellectual property rights. Intellectual
      property litigation, regardless of outcome, is expensive and time-consuming,
      could divert management’s attention from our business and have a material
      negative effect on our business, operating results or financial condition.
      If
      there is a successful claim of infringement against us, we may be required
      to
      pay substantial damages (including treble damages if we were to be found to
      have
      willfully infringed a third party’s patent) to the party claiming infringement,
      develop non-infringing technology, stop selling our products or using technology
      that contains the allegedly infringing intellectual property or enter into
      royalty or license agreements that may not be available on acceptable or
      commercially practical terms, if at all. Our failure to develop non-infringing
      technologies or license the proprietary rights on a timely basis could harm
      our
      business. Parties making infringement claims on any future issued patents may
      be
      able to obtain an injunction that would prevent us from selling our products
      or
      using technology that contains the allegedly infringing intellectual property,
      which could harm our business.





**Product
      liability claims against us could result in adverse publicity and potentially
      significant monetary damages.**





As
      a
      seller of consumer products, we face an inherent risk of exposure to product
      liability claims in the event that our solar energy systems’ use results in
      damages, injuries or fatalities. Since solar energy systems are electricity
      producing devices, it is possible that our products could result in damage,
      injury or fatality, whether by product malfunctions, defects, improper
      installation or other causes. If such damages, injuries or fatalities or claims
      were to occur, we could incur monetary damages, and our business could be
      adversely affected by any resulting negative publicity. The successful assertion
      of product liability claims against us also could result in potentially
      significant monetary damages and, if our insurance protection is inadequate
      to
      cover these claims, could require us to make significant payments from our
      own
      resources.





**We
      may be subject to unexpected warranty expenses or service claims that could
      reduce our profits.**





As
      a
      result of the length of the warranty periods we provide, we bear the risk of
      warranty claims several years after we have completed the installation of a
      solar energy system. Our current standard warranty for our installation services
      includes a 10-year warranty period for defects in material and workmanship
      in
      California. The warranty period for defects in material and workmanship is
      five
      years in New Jersey and New York, two years in Nevada, and one year in Spain.
      All of the manufacturers of solar photovoltaic modules that Premier Power
      California has installed offer a 25-year warranty period for declines in power
      performance. The manufacturer provides this manufacturer’s warranty directly to
      the end customer. Although we maintain a warranty reserve for potential warranty
      or service claims and have not had material warranty claims in the past, claims
      in excess of our reserve could adversely affect our operating results. Our
      failure to predict accurately future warranty claims could result in unexpected
      volatility in our financial condition.




13




**Unexpected
      business interruptions could adversely affect our
      business.**





Our
      operations are vulnerable to interruption by earthquake, fire, power failure
      and
      power shortages, hardware and software failure, floods, computer viruses and
      other events beyond our control. In addition, we do not carry business
      interruption insurance to compensate us for losses that may occur as a result
      of
      these kinds of events, and any such losses or damages incurred by us could
      disrupt our production and other operations without reimbursement.





**A
      decrease in the availability of credit or an increase in interest rates could
      make it difficult for customers to finance the cost of solar energy systems
      and
      could reduce demand for our services and products.**





Some
      of
      our prospective customers may depend on debt financing, such as home equity
      loans, to fund the initial capital expenditure required to purchase a solar
      energy system. Third-party financing sources, specifically for solar energy
      systems, are currently limited, especially due to recent domestic and worldwide
      economic troubles. Currently, many of our customers rely on some form of
      third-party financing, including home equity loans, to purchase solar energy
      systems. The lack of financing sources, a decrease in the availability of credit
      or an increase in interest rates could make it difficult or more costly for
      our
      potential customers to secure the financing necessary to purchase a solar energy
      system on favorable terms, or at all, thus lowering demand for our products
      and
      services and negatively impacting our business.




**A
      decrease in new home construction could adversely affect our residential
      business.**





Some
      of
      our solar-related revenues were generated from the design and installation
      of
      solar power products in newly constructed and renovated buildings, plants and
      residences. Our ability to generate revenues from construction contracts will
      depend on the number of new construction starts and renovations, which should
      correlate with the cyclical nature of the construction industry and be affected
      by general and local economic conditions, changes in interest rates, lending
      standards and other factors. For example, the current housing slump and
      tightened credit markets have resulted in reduced new home construction, which
      could limit our ability to sell solar products to residential and commercial
      developers.





**We
      derive most of our revenue from sales in a limited number of territories.**





We
      currently derive most of our revenue from sales in California and Spain. This
      geographic concentration exposes us to growth rates, economic conditions, and
      other factors that may be specific to those territories to which we would be
      less subject if we were more geographically diversified. The growth of our
      business will require us to expand our operations and commence operations in
      other states, countries, and territories. Any geographic expansion efforts
      that
      we undertake may not be successful, which, in turn, would limit our growth
      opportunities.





**We
      face risks associated with international trade and currency
      exchange.**





We
      transact business in the U.S. dollar and the Euro. Changes in exchange rates
      would affect the value of deposits of currencies we hold. We do not currently
      hedge against exposure to currencies. We cannot predict with certainty future
      exchange rates and their impact on our operating results. Movements between
      the
      U.S. dollar and the Euro could have a material impact on our profitability.





**Our
      success may depend in part on our ability to make successful acquisitions.**





As
      part
      of our business strategy, we plan to expand our operations through strategic
      acquisitions in our current markets and in new geographic markets. We cannot
      accurately predict the timing, size and success of our acquisition efforts.
      Our
      acquisition strategy involves significant risks, including the
      following:





●
            our
                ability to identify suitable acquisition candidates at acceptable
                prices;





●
            our
                ability to successfully complete acquisitions of identified
                candidates;





●
            our
                ability to compete effectively for available acquisition
                opportunities;




14




●
            increases
                in asking prices by acquisition candidates to levels beyond our financial
                capability or to levels that would not result in the returns required
                by
                our acquisition criteria;





●
            diversion
                of management’s attention to expansion
                efforts;





●
            unanticipated
                costs and contingent liabilities associated with
                acquisitions;





●
            failure
                of acquired businesses to achieve expected
                results;





●
            our
                failure to retain key customers or personnel of acquired businesses;
                and





●
            difficulties
                entering markets in which we have no or limited
                experience.





These
      risks, as well as other circumstances that often accompany expansion through
      acquisitions, could inhibit our growth and negatively impact our operating
      results. In addition, the size, timing and success of any future acquisitions
      may cause substantial fluctuations in our operating results from quarter to
      quarter. Consequently, our operating results for any quarter may not be
      indicative of the results that may be achieved for any subsequent quarter or
      for
      a full fiscal year. These fluctuations could adversely affect the market price
      of our common stock.




**Our
      failure to integrate the operations of acquired businesses successfully into
      our
      operations or to manage our anticipated growth effectively could materially
      and
      adversely affect our business and operating results.**




In
      order
      to pursue a successful acquisition strategy, we must integrate the operations
      of
      acquired businesses into our operations, including centralizing certain
      functions to achieve cost savings and pursuing programs and processes that
      leverage our revenue and growth opportunities. The integration of the
      management, operations, and facilities of acquired businesses with our own
      could
      involve difficulties, which could adversely affect our growth rate and operating
      results. We may be unable to do any of the following:





·
            effectively
                complete the integration of the management, operations, facilities
                and
                accounting and information systems of acquired businesses with our
                own;





·
            efficiently
                manage the combined operations of the acquired businesses with our
                operations;





·
            achieve
                our operating, growth and performance goals for acquired businesses;





·
            achieve
                additional revenue as a result of our expanded operations; or





·
            achieve
                operating efficiencies or otherwise realize cost savings as a result
                of
                anticipated acquisition synergies.





Our
      rate
      of growth and operating performance may suffer if we fail to manage acquired
      businesses profitably without substantial additional costs or operational
      problems or to implement effectively combined growth and operating
      strategies.





**If
      we fail to develop and maintain an effective system of internal controls, we
      may
      not be able to accurately report our financial results or prevent fraud. As
      a
      result, current and potential stockholders could lose confidence in our
      financial reports, which could harm our business and the trading price of our
      common stock.**





Effective
      internal controls are necessary for us to provide reliable financial reports
      and
      effectively prevent fraud. We are currently required to provide an assessment
      of
      our internal controls over financial reporting. In the future, under Section
      404
      of the Sarbanes-Oxley Act of 2002, we may be required to evaluate and report
      on
      these same controls and have our independent registered public accounting firm
      annually attest to our evaluation, as well as issue their own opinion on our
      internal controls over financial reporting. We plan to prepare for compliance
      with Section 404 by strengthening, assessing and testing our system of internal
      controls to provide the basis for our report. The process of strengthening
      our
      internal controls and complying with Section 404 is expensive and
      time-consuming, and requires significant management attention, especially given
      that we have not yet undertaken any efforts to comply with the requirements
      of
      Section 404. We cannot be certain that the measures we will undertake will
      ensure that we will maintain adequate controls over our financial processes
      and
      reporting in the future. Furthermore, if we are able to rapidly grow our
      business, the internal controls that we will need will become more complex,
      and
      significantly more resources will be required to ensure our internal controls
      remain effective. Failure to implement required controls, or difficulties
      encountered in their implementation, could harm our operating results or cause
      us to fail to meet our reporting obligations. If our auditors identify a
      material weakness in our internal controls, then the disclosure of that fact,
      even if the weakness is quickly remedied, could diminish investors’ confidence
      in our financial statements and harm our stock price. In addition,
      non-compliance with Section 404 could subject us to a variety of administrative
      sanctions, including the suspension of trading, ineligibility for listing on
      a
      national securities exchange, and the inability of registered broker-dealers
      to
      make a market in our common stock, which would further reduce our stock price.
      In conjunction with their audit of our financial statements for the years ended
      December 31, 2007 and 2006, our independent public accountants identified
      certain deficiencies in our system of internal controls which they considered
      to
      be material weaknesses and significant deficiencies. We are currently evaluating
      such deficiencies and are in the process of implementing corrective changes
      to
      our internal control processes and procedures.




15




**Costs
      incurred because we are a public company may affect our
      profitability.**





As
      a
      public company, we incur significant legal, accounting and other expenses,
      and
      we are subject to the SEC’s rules and regulations relating to public disclosure
      that generally involve a substantial expenditure of financial resources. In
      addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently
      implemented by the SEC, require changes in corporate governance practices of
      public companies. We expect that full compliance with these new rules and
      regulations will significantly increase our legal and financial compliance
      costs
      and make some activities more time-consuming and costly. For example, we will
      be
      required to create board committees and adopt policies regarding internal
      controls and disclosure controls and procedures. Such additional reporting
      and
      compliance costs may negatively impact our financial results. To the extent
      our
      earnings suffer as a result of the financial impact of our SEC reporting or
      compliance costs, our ability to develop an active trading market for our
      securities could be harmed.





As
      a
      public company, we also expect that these new rules and regulations may make
      it
      more difficult and expensive for us to obtain director and officer liability
      insurance in the future, and we may be required to accept reduced policy limits
      and coverage or incur substantially higher costs to obtain the same coverage.
      As
      a result, it may be more difficult for us to attract and retain qualified
      persons to serve on our board of directors or as executive
      officers.





It
      may be
      time-consuming, difficult and costly for us to develop and implement the
      internal controls and reporting procedures required by the Sarbanes-Oxley Act,
      when applicable to us. Some members of our management team have limited or
      no experience operating a company with securities traded or listed on an
      exchange, or subject to SEC rules and requirements, including SEC reporting
      practices and requirements that are applicable to a publicly traded company.
      We
      may need to recruit, hire, train and retain additional financial reporting,
      internal controls and other personnel in order to develop and implement
      appropriate internal controls and reporting procedures. If we are unable to
      comply with the internal controls requirements of the Sarbanes-Oxley Act, when
      applicable, we may not be able to obtain the independent accountant
      certifications required by the Sarbanes-Oxley Act.





**Risks
      Relating To Our Industry**





**We
      have experienced technological changes in our industry. New**  **technologies
      may prove inappropriate and result in liability to us or may
      not**  **gain
      market acceptance by our customers.**





The
      solar
      power industry, which currently accounts for less than 1% of the world’s power
      generation according to the Solar Energy Industries Association, is subject
      to
      technological change. Our future success will depend on our ability to
      appropriately respond to changing technologies and changes in function of
      products and quality. If we adopt products and technologies that are not
      attractive to consumers, we may not be successful in capturing or retaining
      a
      significant share of our market. In addition, some new technologies are
      relatively untested and unperfected and may not perform as expected or as
      desired, in which event our adoption of such products or technologies may cause
      us to lose money.





**A
      drop in the retail price of conventional energy or non-solar
      alternative**  **energy
      sources may negatively impact our profitability.**





We
      believe that a customer’s decision to purchase or install solar power
      capabilities is primarily driven by the cost and return on investment resulting
      from solar power systems. Fluctuations in economic and market conditions that
      impact the prices of conventional and non-solar alternative energy sources,
      such
      as decreases in the prices of oil, coal and other fossil fuels and changes
      in
      utility electric rates and net metering policies, could cause the demand for
      solar power systems to decline, which would have a negative impact on our
      profitability.




16


**Existing
        regulations, and changes to such regulations, may present**  **technical,
        regulatory and economic barriers to the purchase and use of
        solar**  **power
        products, which may significantly reduce demand for our
        products.**
  Installations
        of solar power systems are subject to oversight and regulation in accordance
        with national and local ordinances, building codes, zoning, environmental
        protection regulation, utility interconnection requirements for metering
        and
        other rules and regulations. We attempt to keep up-to-date about these
        requirements on a national, state, and local level, and must design systems
        to
        comply with varying standards. Certain cities may have ordinances that prevent
        or increase the cost of installation of our solar power systems. In addition,
        new government regulations or utility policies pertaining to solar power
        systems
        are unpredictable and may result in significant additional expenses or delays
        and, as a result, could cause a significant reduction in demand for solar
        energy
        systems and our services. For example, there currently exist metering caps
        in
        certain jurisdictions that effectively limit the aggregate amount of power
        that
        may be sold by solar power generators into the power grid.





**Our
      business depends on the availability of rebates, tax credits and
      other**  **financial
      incentives, the reduction or elimination of which would reduce the
      demand**  **for
      our services.**





Many
      states, including California, Nevada and New Jersey, offer substantial
      incentives to offset the cost of solar power systems. These incentives can
      take
      many forms, including direct rebates, state tax credits, system performance
      payments and Renewable Energy Credits (“RECs”). Moreover, although the United
      States Congress recently passed legislation to extend for 8 years a 30% federal
      tax credit for the installation of solar power systems, there can be no
      assurance that they will be further extended once they expire. Businesses may
      also elect to accelerate the depreciation on their system over five years.
      Spain
      also offers substantial incentives, including feed-in tariff. Spain’s Industry
      Ministry recently restated the cap of the Megawatt installation
      in Spain and reduced tariff levels. There are still attractive growth
      and tariff levels in Spain, but a reduction in such incentives could
      substantially increase the cost to our customers, resulting in significant
      reductions in demand for our products and services, which would negatively
      impact our sales.




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





The
      market for solar power products is emerging and rapidly evolving, and its future
      success is uncertain. Many factors will influence the widespread adoption of
      solar power technology and demand for solar power products,
      including:





●
            cost
                effectiveness of solar power technologies as compared with conventional
                and non-solar alternative energy
                technologies;





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





●
            capital
                expenditures by customers that tend to decrease if the U.S. economy
                slows;
                and





●
            availability
                of government subsidies and
                incentives.





If
      solar
      power technology proves unsuitable for widespread commercial deployment or
      if
      demand for solar power products fails to develop sufficiently, we would be
      unable to generate enough revenue to achieve and sustain profitability. In
      addition, demand for solar power products in the markets and geographic regions
      we target may not develop or may develop more slowly than we
      anticipate.




**Risks
      Related to Doing Business in Spain**





**Adverse
      changes in the political and economic policies of the Spanish government could
      have a material adverse effect on the overall economic growth of Spain, which
      could reduce the demand for our products and materially and adversely affect
      our
      competitive position.**





A
      significant portion of our business operations are conducted in Spain through
      our indirect wholly owned subsidiary, Premier Power Spain, and some of our
      sales
      are made in Spain. Spain also offers substantial incentives, including feed-in
      tariffs. Accordingly, our business, financial condition, results of operations,
      and prospects are affected significantly by economic, political, and legal
      developments in Spain. Any adverse change in such policies could have a material
      adverse effect on the overall economic growth in Spain or the level of our
      incentives, which in turn could lead to a reduction in demand for our products
      and consequently have a material adverse effect on our businesses.




17




**Fluctuation
      in the value of the Euro may have a material adverse effect on your
      investment.**





The
      change in value of the Euro against the U.S. dollar depends on, among other
      things, changes in Spain’s political and economic conditions. Changes in
      exchange rates would affect the value of deposits of currencies we hold. We
      do
      not currently hedge against exposure to currencies. We cannot predict with
      certainty future exchange rates and their impact on our operating results.
      Movements between the U.S. dollar and the Euro could have a material impact
      on
      our profitability.




**Our
      business benefits from certain Spanish government incentives. Expiration of,
      or
      changes to, these incentives could have a material adverse effect on our
      operating results.**




The
      Spanish government has provided various incentives to solar energy providers
      in
      order to encourage development of the solar industry. Such incentives include
      feed-in tariffs and other measures. Reduction in or elimination of such
      incentives or delays or interruptions in the implementation of such favorable
      policies could substantially decrease the economic benefits of solar to our
      customers, resulting in significant reductions in demand for our products and
      services, which would negatively impact our sales. Spain’s Industry Ministry
      recently restated the cap of the MW installation in Spain and reduced tariff
      levels. The reduction in such incentives could substantially increase the cost
      to our customers, resulting in significant reductions in demand for our products
      and services, which could negatively impact our sales.




**You
      may experience difficulties in effecting service of legal process, enforcing
      foreign judgments, or bringing original actions in Spain based on United States
      or other foreign laws against us or our management.**




We
      conduct a significant amount of our business through our indirect wholly owned
      subsidiary, Premier Power Spain, which is established in Spain, and a portion
      of
      our assets are located in Spain. As a result, it may not be possible to effect
      service of process within the United States or in Spain against us or upon
      our
      executive officers or directors, including with respect to matters arising
      under
      U.S. federal securities laws or applicable state securities laws. Moreover,
      there is uncertainty that the courts of Spain would enforce judgments of U.S.
      courts against us or our directors and officers based on the civil liability
      provisions of the securities laws of the United States or any state, or
      entertain an original action brought in Spain based upon the securities laws
      of
      the United States or any state.




**Risk
      Relating to Our Securities**





**Generally,
      we have not paid any cash dividends, and no cash dividends will be paid in
      the
      foreseeable future.**





We
      do not
      anticipate paying cash dividends on our common stock in the foreseeable future,
      and we may not have sufficient funds legally available to pay dividends. Even
      if
      funds are legally available for distribution, we may nevertheless decide not
      to
      or may be unable to pay any dividends. We intend to retain all earnings for
      our
      company’s operations. Accordingly, you may have to sell some or all of your
      common stock in order to generate cash flow from your investment. You may not
      receive a gain on your investment when you sell our common stock and may lose
      some or all of the amount of your investment. Any determination to pay dividends
      in the future on our common stock will be made at the discretion of our board
      of
      directors and will depend on our results of operations, financial conditions,
      contractual restrictions, restrictions imposed by applicable law, capital
      requirements and other factors that our board of directors deems relevant.





**If
      you purchase our common stock, you may incur substantial dilution.**





The
      issuance of additional shares of our capital stock or the exercise of stock
      options or warrants could be substantially dilutive to your shares and may
      negatively affect the market price of our common stock.





**The
      application of the “penny stock” rules could adversely affect the market price
      of our common stock and increase your transaction costs to sell those
      shares.**




Our
      common stock may be subject to the “penny stock” rules adopted under Section
      15(g) of the Securities Exchange Act of 1934. The penny stock rules apply to
      companies that are not traded on a national securities exchange whose common
      stock trades at less than $5.00 per share or that have tangible net worth of
      less than $5,000,000 ($2,000,000 if the company has been operating for three
      or
      more years). The “penny stock” rules impose additional sales practice
      requirements on broker-dealers who sell securities to persons other than
      established customers and accredited investors (generally those with assets
      in
      excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together
      with their spouse). For transactions covered by these rules, the broker-dealer
      must make a special suitability determination for the purchase of securities
      and
      have received the purchaser’s written consent to the transaction before the
      purchase. Additionally, for any transaction involving a penny stock, unless
      exempt, the broker-dealer must deliver, before the transaction, a disclosure
      schedule prescribed by the SEC relating to the penny stock market. The
      broker-dealer also must disclose the commissions payable to both the
      broker-dealer and the registered representative and current quotations for
      the
      securities. Finally, monthly statements must be sent disclosing recent price
      information on the limited market in penny stocks. These additional burdens
      imposed on broker-dealers may restrict the ability or decrease the willingness
      of broker-dealers to sell our common stock, and may result in decreased
      liquidity for our common stock and increased transaction costs for sales and
      purchases of our common stock as compared to other securities.




18




**Our
      common stock is thinly traded, and you may be unable to sell at or near “ask”
prices or at all if you need to sell your shares to raise money or otherwise
      desire to liquidate your shares.**





Although
      our common stock is quoted on the Over-the-Counter Bulletin Board (“OTC”), we
      cannot predict the extent to which an active public market for our common stock
      will develop or be sustained. However, we do not rule out the possibility of
      applying for listing on a national exchange. Our common stock has historically
      been sporadically or “thinly traded” on the OTC, meaning that the number of
      persons interested in purchasing our common stock at or near bid prices at
      any
      given time may be relatively small or nonexistent. This situation is
      attributable to a number of factors, including the fact that we are a small
      company that is relatively unknown to stock analysts, stock brokers,
      institutional investors and others in the investment community that generate
      or
      influence sales volume, and that even if we came to the attention of such
      persons, they tend to be risk-adverse and would be reluctant to follow an
      unproven company such as ours or purchase or recommend the purchase of our
      shares until such time as we become more seasoned and viable. As a consequence,
      there may be periods of several days or more when trading activity in our shares
      is minimal or non-existent, as compared to a seasoned issuer that has a large
      and steady volume of trading activity that will generally support continuous
      sales without an adverse effect on share price. We cannot give you any assurance
      that a broader or more active public trading market for our common stock will
      develop or be sustained, or that current trading levels will be
      sustained.





The
      market price of our common stock is particularly volatile given our status
      as a
      relatively small company with a small and thinly traded “float” that could lead
      to wide fluctuations in our share price. The price at which you purchase our
      common stock may not be indicative of the price that will prevail in the trading
      market. You may be unable to sell your common stock at or above your purchase
      price if at all, which may result in substantial losses to you.





The
      market for our common stock is characterized by significant price volatility
      when compared to seasoned issuers, and we expect that our share price will
      continue to be more volatile than a seasoned issuer for the indefinite future.
      The volatility in our share price is attributable to a number of factors. As
      noted above, our common stock is sporadically and/or thinly traded. As a
      consequence of this lack of liquidity, the trading of relatively small
      quantities of shares by our stockholders may disproportionately influence the
      price of those shares in either direction. The price for our shares could,
      for
      example, decline precipitously in the event a large number of our shares are
      sold on the market without commensurate demand, as compared to a seasoned issuer
      which could better absorb those sales without adverse impact on its share price.
      The following factors also may add to the volatility in the price of our common
      stock: actual or anticipated variations in our quarterly or annual operating
      results; adverse outcomes; additions to or departures of our key personnel,
      as
      well as other items discussed under this “Risk Factors” section, as well as
      elsewhere in this prospectus .
      Many of
      these factors are beyond our control and may decrease the market price of our
      common stock, regardless of our operating performance. We cannot make any
      predictions or projections as to what the prevailing market price for our common
      stock will be at any time, including as to whether our common stock will sustain
      its current market prices, or as to what effect the sale of shares or the
      availability of shares for sale at any time will have on the prevailing market
      price.




Stockholders
      should be aware that, according to SEC Release No. 34-29093, the market for
      penny stocks has suffered in recent years from patterns of fraud and abuse.
      Such
      patterns include (1) control of the market for the security by one or a few
      broker-dealers that are often related to the promoter or issuer; (2)
      manipulation of prices through pre-arranged matching of purchases and sales
      and
      false and misleading press releases; (3) boiler room practices involving
      high-pressure sales tactics and unrealistic price projections by inexperienced
      sales persons; (4) excessive and undisclosed bid-ask differential and markups
      by
      selling broker-dealers; and (5) the wholesale dumping of the same securities
      by
      promoters and broker-dealers after prices have been manipulated to a desired
      level, along with the resulting inevitable collapse of those prices and with
      consequent investor losses. Our management is aware of the abuses that have
      occurred historically in the penny stock market. Although we do not expect
      to be
      in a position to dictate the behavior of the market or of broker-dealers who
      participate in the market, management will strive within the confines of
      practical limitations to prevent the described patterns from being established
      with respect to our securities. The occurrence of these patterns or practices
      could increase the volatility of our share price.





**If
      we do not meet the listing standards established by the NASDAQ Stock Market
      or
      other similar markets, our common stock may not become listed for trading on
      one
      of those markets.**





As
      soon
      as reasonably practicable, we intend to apply to list our common stock for
      trading on the NASDAQ Stock Market, on either the NASDAQ Global Market tier
      or
      the NASDAQ Capital Market tier. The NASDAQ Stock Market has established certain
      quantitative criteria and qualitative standards that companies must meet in
      order to become and remain listed for trading on these markets. We cannot
      guarantee that we will be able to meet or maintain all necessary requirements
      for listing; therefore, we cannot guarantee that our common stock will be listed
      for trading on the NASDAQ Stock Market or other similar markets.




19




**Volatility
      in our common stock price may subject us to securities
      litigation.**





The
      market for our common stock may be characterized by significant price volatility
      when compared to seasoned issuers, and we expect our share price will be more
      volatile than a seasoned issuer for the indefinite future. In the past,
      plaintiffs have often initiated securities class action litigation against
      a
      company following periods of volatility in the market price of its securities.
      We may, in the future, be the target of similar litigation. Securities
      litigation could result in substantial costs and liabilities and could divert
      management’s attention and resources.





**Past
      activities of our company and affiliates may lead to future liability for our
      company.**





Prior
      to
      our acquisition of Premier Power California, we were engaged in a business
      unrelated to our current operations. Any liabilities relating to such prior
      business against which we are not completely indemnified will be borne by us
      and
      may have a material adverse effect on the Company.





**We
      have raised substantial amounts of capital in a recent financing, and if we
      inadvertently failed to comply with applicable securities laws, ensuing
      rescission rights or lawsuits would severely damage our financial
      position.**





The
      securities offered in our September 9, 2008 private placement were not
      registered under the Securities Act or any state “blue sky” law in reliance upon
      exemptions from such registration requirements. Such exemptions are highly
      technical in nature, and if we inadvertently failed to comply with the
      requirements or any of such exemptive provisions, the investor would have the
      right to rescind their purchase of our securities or sue for damages. If the
      investor was to successfully seek such rescission or prevail in any such suit,
      we would face severe financial demands that could materially and adversely
      affect our financial position. Financings that may be available to us under
      current market conditions frequently involve sales at prices below the prices
      at
      which our common stock currently is quoted on the OTC or exchange on which
      our
      common stock may in the future be listed, as well as the issuance of warrants
      or
      convertible securities at a discount to market price.




**Future
      sales of our securities may decrease the price for shares of our common
      stock.**




Actual
      sales, or the prospect of sales by our stockholders, may have a negative effect
      on the market price of the shares of our common stock. We may also register
      certain shares of our common stock underlying our Series A Convertible Preferred
      Stock, Series A Warrants, and Series B Warrants, and any other outstanding
      convertible securities issued in the future. Once such shares are registered
      or
      may be sold pursuant to Rule 144 of the Securities Act of 1933, as amended,
      they
      can be freely sold in the public market. If any of our stockholders, either
      individually or in the aggregate, cause a large number of securities to be
      sold
      in the public market, or if the market perceives that these holders intend
      to
      sell a large number of securities, such sales or anticipated sales could result
      in a substantial drop in the trading price of shares of our common stock and
      could also impede our ability to raise future capital.





**Our
      corporate actions are substantially controlled by our principal
      stockholders.**





Our
      principal stockholders include Dean R. Marks, who is our Chairman of the Board,
      President, and Chief Executive Officer, and Miguel de Anquin, who is our Chief
      Operating Officer and Corporate Secretary and a member of our Board. Messrs.
      Marks and de Anquin own approximately 69.1% of our outstanding shares of common
      stock. These stockholders, acting individually or as a group, could exert
      substantial influence over matters such as electing directors, amending our
      certificate of incorporation or bylaws, and approving mergers or other business
      combinations or transactions. In addition, because of the percentage of
      ownership and voting concentration in these principal stockholders and their
      affiliated entities, elections of our board of directors will generally be
      within the control of these stockholders and their affiliated entities. While
      all of our stockholders are entitled to vote on matters submitted to our
      stockholders for approval, the concentration of shares and voting control
      presently lies with these principal stockholders and their affiliated entities.
      As such, it would be difficult for stockholders to propose and have approved
      proposals not supported by these principal stockholders and their affiliated
      entities. There can be no assurance that matters voted upon by our officers
      and
      directors in their capacity as stockholders will be viewed favorably by all
      stockholders of our company. The stock ownership of our principal stockholders
      and their affiliated entities may discourage a potential acquirer from seeking
      to acquire shares of our common stock or otherwise attempting to obtain control
      of our company, which in turn could reduce our stock price or prevent our
      stockholders from realizing a premium over our stock price.




20




**We
      are responsible for the indemnification of our officers and directors, which
      could result in substantial expenditures.**




Our
      bylaws provide for the indemnification of our directors, officers, employees,
      and agents, and, under certain circumstances, against attorneys’ fees and other
      expenses incurred by them in litigation to which they become a party arising
      from their association with or activities on behalf of the Company. This
      indemnification policy could result in substantial expenditures, which we may
      be
      unable to recoup.





**The
      market price for our stock may be volatile.**





The
      market price for our stock may be volatile and subject to wide fluctuations
      in
      response to factors including the following:





●
            actual
                or anticipated fluctuations in our quarterly operating
                results;





●
            operating
                results that fall below
                expectations;





●
            changes
                in financial estimates by securities research
                analysts;





●
            changes
                in the economic performance or market valuations of other solar
                integration companies;





●
            announcements
                by us or our competitors of new products, acquisitions, strategic
                partnerships, joint ventures or capital
                commitments;





●
            announcements
                or press releases relating to the energy sector or to our business
                or
                prospects;





●
            technological
                innovations or new products and services by us or our
                competitors;




●
            our
                ability to execute our business
                plan;





●
            regulatory,
                legislative or other developments affecting us or the solar power
                industry
                generally;





●
            limited
                availability of freely tradable “unrestricted” shares of our common stock
                to satisfy investor purchase orders and
                demand;





●
            volume
                and timing of customer orders;





●
            industry
                developments;





●
            economic
                and other external factors;





●
            addition
                or departure of key personnel; and





●
            intellectual
                property litigation.





In
      addition, the securities market has from time to time experienced significant
      price and volume fluctuations that are not related to the operating performance
      of particular companies. These fluctuations may include a so-called “bubble
      market” in which investors temporarily raise the price of the stocks of
      companies in certain industries, such as the renewable energy industry, to
      unsustainable levels. These market fluctuations may also materially and
      adversely affect the market price of our stock.





**We
      may need additional capital, and the sale of additional shares or other equity
      securities could result in additional dilution to our
      stockholders.**




We
      believe that our current cash and cash equivalents, anticipated cash flow from
      operations and the net proceeds from our September 9, 2008 financing will be
      sufficient to meet our anticipated cash needs for the near future. We may,
      however, require additional cash resources due to changed business conditions
      or
      other future developments, including any investments or acquisitions we may
      decide to pursue. If our resources are insufficient to satisfy our cash
      requirements, we may seek to sell additional equity or debt securities or obtain
      an increased credit facility. The sale of additional equity securities could
      result in additional dilution to our stockholders. The incurrence of additional
      indebtedness would result in increased debt service obligations and could result
      in further operating and financing covenants that would further restrict our
      operations. We cannot assure you that financing will be available in amounts
      or
      on terms acceptable to us, if at all.




21




**Our
      certificate of incorporation authorizes our board to create new
      series**  **of
      preferred stock without further approval by our stockholders, which
      could**  **adversely
      affect the rights of the holders of our common stock.**





Our
      board
      of directors has the authority to fix and determine the relative rights and
      preferences of preferred stock. Our board of directors also has the authority
      to
      issue preferred stock without further stockholder approval. As a result, our
      board of directors could authorize the issuance of a series of preferred stock
      that would grant to holders the preferred right to our assets upon liquidation,
      the right to receive dividend payments before dividends are distributed to
      the
      holders of common stock and the right to the redemption of the shares, together
      with a premium, prior to the redemption of our common stock. In addition, our
      board of directors could authorize the issuance of a series of preferred stock
      that has greater voting power than our common stock or that is convertible
      into
      our common stock, which could decrease the relative voting power of our common
      stock or result in dilution to our existing stockholders.






**ITEM
              2.**
            **UNREGISTERED
                SALES OF EQUITY SECURITIES AND USE OF
                PROCEEDS**





On
      September 9, 2008, in connection with a share exchange that closed on the same
      day, we issued 24,218,750 shares of our common stock to the stockholders of
      Premier Power California, consisting of four individuals and one entity, in
      exchange for 100% of the capital stock of Premier Power California. The issuance
      of the common stock to such persons was exempt from registration under the
      Securities Act pursuant to Section 4(2) and Regulation D thereof. We made this
      determination based on the representations of such persons in that certain
      Share
      Exchange Agreement dated September 9, 2008 which included, in pertinent part,
      that such stockholders were "accredited investors" within the meaning of Rule
      501 of Regulation D promulgated under the Securities Act, and that such
      stockholders were acquiring our common stock for investment purposes for their
      own respective accounts and not as nominees or agents and not with a view to
      the
      resale or distribution thereof, and that each owner understood that the shares
      of our common stock may not be sold or otherwise disposed of without
      registration under the Securities Act or an applicable exemption therefrom.




On
      September 9, 2008, we issued a total of 3,500,000 units, each unit consisting
      of
      one share of our Series A Preferred Stock, one-half of one Series A Warrant,
      and
      one-half of one Series B Warrant, to Vision Opportunity Master Fund, Ltd. (the
      “Investor”) in connection with the closing of a financing in connection with the
      share exchange that closed on September 9, 2008. The issuance of the units
      to
      the Investor was exempt from registration under the Securities Act pursuant
      to
      Section 4(2) and Regulation D thereof. We made this determination based on
      the
      representations of the Investor, which included, in pertinent part, that such
      person was an "accredited investor" within the meaning of Rule 501 of Regulation
      D promulgated under the Securities Act, and that such person was acquiring
      our
      common stock for investment purposes for its own respective account and not
      as a
      nominee or agent and not with a view to the resale or distribution thereof,
      and
      that the Investor understood that the shares of our Series A Preferred Stock
      and
      our Series A Warrants and Series B warrants may not be sold or otherwise
      disposed of without registration under the Securities Act or an applicable
      exemption therefrom.






**ITEM
              3.**
            **DEFAULTS
                UPON SENIOR SECURITIES**





None.








**ITEM
              4.**
            **SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS**





Reference
      is made to the disclosures in our Current Report on Form 8-K filed with the
      SEC
      on August 29, 2008, which information is incorporated herein by
      reference.








**ITEM
              5.**
            **OTHER
                INFORMATION**




(a)
            None.




(b)
            There
                were no changes to the procedures by which security holders may recommend
                nominees to our board of directors.




22




**ITEM
              6.**
            **EXHIBITS**





**Exhibit
                Number**
            
            **Description**2.1
            
            Share
                Exchange Agreement by and among the Company, its majority stockholder,
                Premier Power Renewable Energy, Inc., and its stockholders, dated
                September 9, 2008 (3)3.1
            
            Certificate
                of Incorporation (1)3.2
            
            Bylaws
                (1)3.3
            
            Certificate
                of Amendment of the Certificate of Incorporation, filed August 19,
                2008
                with the Secretary of State of the State of Delaware
                (2)3.4
            
            Certificate
                of Amendment of the Certificate of Incorporation, filed August 29,
                2008
                and effective September 5, 2008 with the Secretary of State of the
                State
                of Delaware (3)3.5
            
            Certificate
                of Designation of Preferences, Rights and Limitations of Series A
                Convertible Preferred Stock, filed September 10, 2008 with the Secretary
                of State of the State of Delaware (3)10.1
            
            Employment
                Agreement between Premier Power Renewable Energy, Inc. and Dean R.
                Marks,
                dated August 22, 2008 (3)10.2
            
            Employment
                Agreement between Premier Power Renewable Energy, Inc. and Miguel
                de
                Anquin, dated August 22, 2008 (3)10.3
            
            Form
                of Securities Purchase Agreement (3)10.4
            
            Form
                of Registration Rights Agreement (3)10.5
            
            Form
                of Series A Common Stock Purchase Warrant (3)10.6
            
            Form
                of Series B Common Stock Purchase Warrant (3)10.7
            
            Form
                of Lock-up Agreement (3)10.8
            
            Purchase
                and Sale Agreement between Harry’s Trucking, Inc. and Haris Tajyar and
                Omar Tajyar, dated September 9, 2008 (3)10.9
            
            Guaranty
                of Payment by the Company in favor of Guaranty Bank, dated September
                9,
                2008 (3)31.1
            
            Section 302
                Certification by the Corporation’s Chief Executive Officer
                *31.2
            
            Section 302
                Certification by the Corporation’s Chief Financial Officer
                *32.1
            
            Section 906
                Certification by the Corporation’s Chief Executive Officer
                *32.2
            
            Section 906
                Certification by the Corporation’s Chief Financial Officer
                *







*
            Filed
                herewith.





(1)
            Filed
                on February 13, 2007 as an exhibit to our Registration Statement
                on Form
                SB-2/A, and incorporated herein by reference.(2)
            Filed
                on August 29, 2008 as an exhibit to our Current Report on Form 8-K,
                and
                incorporated herein by reference.(3)
            Filed
                on September 11, 2008 as an exhibit to our Current Report on Form
                8-K, and
                incorporated herein by reference.




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**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      as
      amended, the registrant caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.




**PREMIER
                POWER RENEWABLE ENERGY, INC.**(Registrant)Date:
                November 17, 2008
            By:
            /s/
                Dean MarksDean
                MarksChief
                Executive Officer and PresidentDate:
                November 17, 2008
            By:
            /s/
                Teresa KelleyTeresa
                KelleyChief
                Financial Officer




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