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 June 30,
2009
 
 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 organization)
                      
                      (IRS
      Employer Identification
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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period than the
registrant was required to submit and post such files).  Yes 
o No  o
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
      Accelerated filer   ̈
                Non-Accelerated
      Filer oAccelerated
      Filer  ̈
                Smaller
      Reporting Company x
 
 Indicate
by check market whether the registrant is a shell company (as defined in 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:  29,048,750 issued and outstanding as of
August 13, 2009.
 PREMIER
POWER RENEWABLE ENERGY, INC.
 TABLE OF
CONTENTS
 TO
QUARTERLY REPORT ON FORM 10-Q
 FOR
QUARTER ENDED JUNE 30, 2009
  PagePART I
                      FINANCIAL INFORMATION
                      3Item
      1.
                      Financial
      Statements
                      3Item
      2.
                      Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                      4Item
      3.
                      Quantitative
      and Qualitative Disclosures About Market Risk
                      10Item
      4.
                      Controls
      and Procedures
                      11PART
      II
                      OTHER
      INFORMATION
                      12Item
      1.
                      Legal
      Proceedings
                      12Item
      2.
                      Unregistered
      Sales of Equity Securities and Use of Proceeds
                      12Item
      3.
                      Defaults
      Upon Senior Securities
                      12Item
      4.
                      Submission
      of Matters to a Vote of Security Holders
                      12Item
      5.
                      Other
      Information
                      12Item
      6.
                      Exhibits
                      12Signatures
                      14
  2
  PART
I - FINANCIAL INFORMATION
 
 ITEM
1.          FINANCIAL
STATEMENTS
 
 Our
financial statements start on the following page, beginning with page
F-1.
  3
  PREMIER POWER RENEWABLE ENERGY,
  INC.CONDENSED
      CONSOLIDATED BALANCE SHEETSAS
      OF JUNE 30, 2009 AND DECEMBER 31,
2008
 
 2009*
                    
                    
                    2008(unaudited)
                    
                    
                    (audited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                    
                    $
                    3,552,347
                    
                    
                    $
                    5,770,536Accounts
      receivable, net of allowance for doubtful accounts of$18,000
      at June 30, 2009 and December 31, 2008
                    
                    
                    2,109,961
                    
                    
                    
                    4,767,653Accounts
      receivable, other
                    
                    
                    1,580,063
                    
                    
                    
                    -Inventory
                    
                    
                    2,336,292
                    
                    
                    
                    1,424,910Prepaid
      expenses and other current assets
                    
                    
                    75,064
                    
                    
                    
                    259,328Costs
      and estimated earnings in excess of billingson
      uncompleted contracts
                    
                    
                    965,683
                    
                    
                    
                    235,929Sales
      tax receivable
                    
                    
                    161,933
                    
                    
                    
                    93,775Deferred
      tax assets
                    
                    
                    262,709
                    
                    
                    
                    228,835Total
      current assets
                    
                    
                    11,044,052
                    
                    
                    
                    12,780,966Property
      and equipment, net
                    
                    
                    469,832
                    
                    
                    
                    474,905Intangible
      assets
                    
                    
                    925,258
                    
                    
                    
                    1,048,420Goodwill
                    
                    
                    483,496
                    
                    
                    
                    483,496Deferred
      tax assets, long-term
                    
                    
                    1,150,074
                    
                    
                    
                    24,867Total
      assets
                    
                    $
                    14,072,712
                    
                    
                    $
                    14,812,654LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable
                    
                    $
                    2,028,788
                    
                    
                    $
                    3,707,141Accrued
      liablilities
                    
                    
                    1,114,186
                    
                    
                    
                    1,368,018Billings
      in excess of costs and estimated earningson
      uncompleted contracts
                    
                    
                    523,599
                    
                    
                    
                    1,206,403Taxes
      payable
                    
                    
                    177,113
                    
                    
                    
                    184,470Borrowings,
      current
                    
                    
                    161,754
                    
                    
                    
                    38,311Total
      current liabilities
                    
                    
                    4,005,440
                    
                    
                    
                    6,504,343Borrowings,
      non-current
                    
                    
                    432,816
                    
                    
                    
                    92,407Deferred
      tax liabilities, long-term
                    
                    
                    343,279
                    
                    
                    
                    343,279Total
      liabilities
                    
                    
                    4,781,535
                    
                    
                    
                    6,940,029Shareholders'
      equity:Series
      A convertible preferred stock, par value $.0001 per share: 5,000,000
      sharesdesignated;
      20,000,000 shares of preferred stock authorized; 3,500,000shares
      issued and outstanding at June 30, 2009 and December 31, 2008,
      respectively
                    
                    
                    350
                    
                    
                    
                    350Series
      B convertible preferred stock, par value $.0001 per share: 2,800,000 and
      0shares
      issued and outstanding at June 30, 2009 and December 31, 2008,
      respectively
                    
                    
                    280
                    
                    
                    
                    -Common
      stock, par value $.0001 per share; 500,000,000 shares
      authorized;26,048,750
      and 26,048,750 shares issued and outstanding atJune
      30, 2009 and December 31, 2008, respectively
                    
                    
                    2,605
                    
                    
                    
                    2,605Additional
      paid-in-capital
                    
                    
                    17,865,197
                    
                    
                    
                    7,542,064Retained
      earnings (accumulated deficit)
                    
                    
                    (8,493,037
                    )
                    
                    
                    369,296Accumulated
      other comprehensive loss
                    
                    
                    (84,218
                    )
                    
                    
                    (41,690
                    )Total
      shareholders' equity
                    
                    
                    9,291,177
                    
                    
                    
                    7,872,625Total
      liabilities and shareholders' equity
                    
                    $
                    14,072,712
                    
                    
                    $
                    14,812,654
 
 *
See note 12.
  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 AND SIX MONTHS ENDED JUNE 30, 2009 AND JUNE 30, 2008
 
 For
      Three Months ended June 30
                  
                  
                  For
      Six Months ended June 302009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008(unaudited)
                  
                  
                  (unaudited)
                  
                  
                  (unaudited) *
                  
                  
                  (unaudited)Net
      sales
                  
                  $
                  4,114,346
                  
                  
                  $
                  13,123,871
                  
                  
                  $
                  8,907,699
                  
                  
                  $
                  17,988,817Cost
      of sales
                  
                  
                  (3,575,181
                  )
                  
                  
                  (11,221,975
                  )
                  
                  
                  (8,000,654
                  )
                  
                  
                  (15,269,775
                  )Gross
      profit
                  
                  
                  539,165
                  
                  
                  
                  1,901,896
                  
                  
                  
                  907,045
                  
                  
                  
                  2,719,042Operating
      expenses:Sales
      and marketing
                  
                  
                  717,547
                  
                  
                  
                  586,872
                  
                  
                  
                  1,372,304
                  
                  
                  
                  995,376General
      and administrative
                  
                  
                  1,274,734
                  
                  
                  
                  304,431
                  
                  
                  
                  2,402,741
                  
                  
                  
                  912,490Total
      operating expenses
                  
                  
                  1,992,281
                  
                  
                  
                  891,303
                  
                  
                  
                  3,775,045
                  
                  
                  
                  1,907,866Operating
      (loss) income
                  
                  
                  (1,453,116
                  )
                  
                  
                  1,010,593
                  
                  
                  
                  (2,868,000
                  )
                  
                  
                  811,176Other
      income (expense):Interest
      expense
                  
                  
                  (6,399
                  )
                  
                  
                  (32,423
                  )
                  
                  
                  (8,170
                  )
                  
                  
                  (39,045
                  )Change
      in fair value of financial instruments
                  
                  
                  708,272
                  
                  
                  
                  -
                  
                  
                  
                  2,183,498
                  
                  
                  
                  -Interest
      income
                  
                  
                  10,499
                  
                  
                  
                  12,688
                  
                  
                  
                  28,438
                  
                  
                  
                  21,817Total
      other income (expense), net
                  
                  
                  712,373
                  
                  
                  
                  (19,735
                  )
                  
                  
                  2,203,766
                  
                  
                  
                  (17,228
                  )Income
      (loss)  before income taxes
                  
                  
                  (740,743
                  )
                  
                  
                  990,858
                  
                  
                  
                  (664,234
                  )
                  
                  
                  793,948Income
      tax benefit (expense)
                  
                  
                  481,435
                  
                  
                  
                  (201,536
                  )
                  
                  
                  1,126,487
                  
                  
                  
                  (204,336
                  )Net
      income (loss) before minority interest
                  
                  
                  (259,308
                  )
                  
                  
                  789,322
                  
                  
                  
                  462,253
                  
                  
                  
                  589,612Minority
      interest
                  
                  
                  -
                  
                  
                  
                  (321,194
                  )
                  
                  
                  -
                  
                  
                  
                  (315,043
                  )Net
      income (loss)
                  
                  $
                  (259,308
                  )
                  
                  $
                  468,128
                  
                  
                  $
                  462,253
                  
                  
                  $
                  274,569Earnings
      Per Share:Basic
                  
                  $
                  (0.01
                  )
                  
                  $
                  0.02
                  
                  
                  $
                  0.02
                  
                  
                  $
                  0.01Diluted
                  
                  $
                  (0.01
                  )
                  
                  $
                  0.02
                  
                  
                  $
                  0.02
                  
                  
                  $
                  0.01Weighted
      Average Shares Outstanding:Basic
                  
                  $
                  26,048,750
                  
                  
                  $
                  21,159,451
                  
                  
                  
                  26,048,750
                  
                  
                  
                  21,159,451Diluted
                  
                  $
                  26,048,750
                  
                  
                  $
                  21,159,451
                  
                  
                  
                  30,256,711
                  
                  
                  
                  21,159,451
  *
See note 12.
 The
accompanying notes are an integral part of these financial
statements.
 
 F-2
  PREMIER
POWER RENEWABLE ENERGY, INC.
 CONDENSED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
 FOR
THE SIX MONTHS ENDED JUNE 30, 2009
 
 CommonStock
                    
                    
                    Series
      A - Preferred Stock
                    
                    
                    Series
      B - Preferred Stock
                    
                    
                    Additional
      Paid
                    
                    
                    Retained
      Earnings (Accumulated
                    
                    
                    Accumulated
      Other Comprehensive
                    
                    
                    UnauditedShares
                    
                    
                    Amount
                    
                    
                    Shares
                    
                    
                    Amount
                    
                    
                    Shares
                    
                    
                    Amount
                    
                    
                    In
      Capital *
                    
                    
                    Deficit)
      *
                    
                    
                    Income
      (Loss)
                    
                    
                    TotalBalance
      December 31, 2008
                    
                    
                    26,048,750
                    
                    
                    $
                    2,605
                    
                    
                    
                    3,500,000
                    
                    
                    $
                    350
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    7,542,064
                    
                    
                    $
                    369,296
                    
                    
                    $
                    (41,690
                    )
                    
                    $
                    7,872,625Cumulative
      effect of adjustment upon adoption of EITF 07-5
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (1,793,987
                    )
                    
                    
                    (9,324,586
                    )
                    
                    
                    
                    
                    
                    
                    (11,118,573
                    )Balance
      January 1, 2009
                    
                    
                    26,048,750
                    
                    
                    
                    2,605
                    
                    
                    
                    3,500,000
                    
                    
                    
                    350
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    5,748,077
                    
                    
                    
                    (8,955,290
                    )
                    
                    
                    (41,690
                    )
                    
                    
                    (3,245,948
                    )Net
      income
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    462,253
                    
                    
                    
                    
                    
                    
                    
                    462,253Foreign
      currency translation adjustment
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (42,528
                    )
                    
                    
                    (42,528
                    )Comprehensive
      income
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    419,725Employee
      stock compensation
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    289,540
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    289,540Cost
      related to share registration
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (107,216
                    )
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (107,216
                    )Gain
      on settlement of warrant liability
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,435,076
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,435,076Issuance
      of series B convertible preferred stock
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    2,800,000
                    
                    
                    
                    280
                    
                    
                    
                    10,499,720
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    10,500,000Balance
      June 30, 2009 (unaudited)
                    
                    
                    26,048,750
                    
                    
                    $
                    2,605
                    
                    
                    
                    3,500,000
                    
                    
                    $
                    350
                    
                    
                    
                    2,800,000
                    
                    
                    $
                    280
                    
                    
                    $
                    17,865,197
                    
                    
                    $
                    (8,493,037
                    )
                    
                    $
                    (84,218
                    )
                    
                    $
                    9,291,177
 
 *
See note 12.
 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 SIX MONTHS ENDED JUNE 30, 2009 AND JUNE 30, 2008
 
 June 30, 2009 *
                                  
                                  
                                  June 30, 2008(unaudited)
                                  
                                  
                                  (unaudited)Cash
      flows from operating activities:Net
      income
                                  
                                  $
                                  462,253
                                  
                                  
                                  $
                                  274,569Minority
      interest
                                  
                                  
                                  -
                                  
                                  
                                  
                                  315,043Net
      income before minority interest
                                  
                                  
                                  462,253
                                  
                                  
                                  
                                  589,612Adjustments
      to reconcile net income provided by(used
      in) operating activities:Employee
      stock compensation
                                  
                                  
                                  289,540
                                  
                                  
                                  
                                  -Depreciation
      and amortization
                                  
                                  
                                  202,038
                                  
                                  
                                  
                                  49,228Warrants
      fair value adjustment
                                  
                                  
                                  (2,183,498
                                  )
                                  
                                  
                                  -Changes
      in operating assets and liabilities:Accounts
      receivable
                                  
                                  
                                  2,661,396
                                  
                                  
                                  
                                  (466,390
                                  )Accounts
      receivable, other
                                  
                                  
                                  (1,580,063
                                  )
                                  
                                  
                                  -Sales
      tax receivable
                                  
                                  
                                  (64,707
                                  )
                                  
                                  
                                  -Inventory
                                  
                                  
                                  (886,385
                                  )
                                  
                                  
                                  302,421Prepaid
      expenses and other assets
                                  
                                  
                                  184,243
                                  
                                  
                                  
                                  (185,860
                                  )Costs
      and estimated earnings in excess of billingson
      uncompleted contracts
                                  
                                  
                                  (706,207
                                  )
                                  
                                  
                                  (2,305,045
                                  )Accounts
      payable
                                  
                                  
                                  (1,726,141
                                  )
                                  
                                  
                                  164,905Accrued
      liablities
                                  
                                  
                                  (247,887
                                  )
                                  
                                  
                                  408,249Billings
      in excess of costs and estimated earningson
      uncompleted contracts
                                  
                                  
                                  (663,078
                                  )
                                  
                                  
                                  467,445Taxes
      payable
                                  
                                  
                                  (7,022
                                  )
                                  
                                  
                                  -Deferred
      taxes
                                  
                                  
                                  (1,159,080
                                  )
                                  
                                  
                                  189,985Net
      cash used in operating activities
                                  
                                  
                                  (5,424,598
                                  )
                                  
                                  
                                  (785,450
                                  )Cash
      flows from investing activities:Acquisition
      of property and equipment
                                  
                                  
                                  (74,562
                                  )
                                  
                                  
                                  (26,411
                                  )Proceeds
      from sale of property and equipment
                                  
                                  
                                  -
                                  
                                  
                                  
                                  999Distribution
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (62,000
                                  )Net
      cash used in investing activities
                                  
                                  
                                  (74,562
                                  )
                                  
                                  
                                  (87,412
                                  )Cash
      flows from financing activities:Principal
      payments on borrowings
                                  
                                  
                                  (27,587
                                  )
                                  
                                  
                                  (24,176
                                  )Proceeds
      from line of credit
                                  
                                  
                                  138,710Proceeds
      from borrowings
                                  
                                  
                                  346,775
                                  
                                  
                                  
                                  500,000Proceeds
      from issuance of series B preferred stock
                                  
                                  
                                  3,000,000
                                  
                                  
                                  
                                  -Repayment
      from shareholders
                                  
                                  
                                  -
                                  
                                  
                                  
                                  23,458Cost
      related to share registration
                                  
                                  
                                  (107,216
                                  )
                                  
                                  
                                  -Net
      cash provided by financing activities
                                  
                                  
                                  3,350,682
                                  
                                  
                                  
                                  499,282Effect
      of foreign currency
                                  
                                  
                                  (69,711
                                  )
                                  
                                  
                                  23,150Decrease
      in cash and cash equivalents
                                  
                                  
                                  (2,218,189
                                  )
                                  
                                  
                                  (350,430
                                  )Cash
      and cash equivalents at begining of period
                                  
                                  
                                  5,770,536
                                  
                                  
                                  
                                  1,278,651Cash
      and cash equivalents at end of period
                                  
                                  $
                                  3,552,347
                                  
                                  
                                  $
                                  928,221Supplemental
      cash flow information:Non-cash
      investing and financing activities:Warrant
      liability settled with equity
                                  
                                  $
                                  8,935,076
                                  
                                  
                                  $
                                  -Issuance
      of notes to acquire equipment
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  62,983Interest
      paid
                                  
                                  $
                                  8,170
                                  
                                  
                                  $
                                  39,553Taxes
      paid
                                  
                                  $
                                  39,345
                                  
                                  
                                  $
                                  13,800
 
 * See
note 12.
 
 The
accompanying notes are an integral part of these financial
statements.
  F-4
  PREMIER
POWER RENEWABLE ENERGY, INC.
 Notes
to Condensed Consolidated Financial Statements
 (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”) design, engineer, and install 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
                          
                          $
                          1,489,234Tangible
      assets acquired
                          
                          $
                          (1,033,603
                          )Amortizing
      intangible assets acquired
                          
                          $
                          (1,110,001
                          )Liabilities
      assumed
                          
                          $
                          1,137,866Goodwill
                          
                          $
                          483, 496
 
 As of
December 31, 2008, the Company completed the process of valuing the acquired
assets and liabilities.  There were no material adjustments to the
initial allocation of the acquisition price as a result of the completion of
this process.
 
 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 100% of their interests for an aggregate
24,218,750 shares of the Parent’s common stock.
 
 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
shares of common stock issued to the controlling shareholders.
  Concurrently
with the closing of the share exchange on September 9, 2008, we raised
$7,000,000 in a private placement financing (the “Financing”) by issuing a total
of 3,500,000 units (the “Units”), with each Unit consisting of one share of our
Series A Convertible Preferred Stock, one-half of one Series A Warrant, and
one-half of one Series B Warrant to the investor at $2.00 per Unit.
 
 On June
16, 2009, we entered into a Securities Purchase agreement with Vision
Opportunity Master Fund, Ltd. (“Vision”) under which we sold to Vision 2,800,000
shares of Series B Convertible Preferred Stock (Series B), (bearing no
liquidation preference, no coupon payments, and no redemption rights) in
exchange for the cancellation of 3,500,000 warrants held by Vision, and
$3,000,000 in cash.  The cancellation of warrants resulted in the
elimination of all our issued and outstanding warrants.
 
 F-5
 
 PREMIER
POWER RENEWABLE ENERGY, INC.
 Notes
to Condensed Consolidated Financial Statements
 (unaudited)
 
 On July
31, 2009, we closed the acquisition of 100% of the issued and outstanding equity
ownership of Rupinvest Sarl, a corporation duly organized and existing under the
laws of Luxembourg (“Rupinvest”) from Esdras Ltd., a corporation duly organized
and existing under the laws of Cyprus (“Esdras”) (the
“Closing”).  Rupinvest distributes, develops, and integrates ground
mount and rooftop solar power systems in Italy through its wholly owned
subsidiary, Acro Energy Srl (“Premier Power Italy”), a private limited liability
company organized under the laws of Italy.  The terms of the
transaction are set forth in a Share Exchange Agreement entered into on June 3,
2009 between the Company, Rupinvest, and Esdras.  Prior to the
Closing, Rupinvest was the wholly owned subsidiary of Esdras.  We
acquired 100% of the issued and outstanding equity ownership interest in
Rupinvest from Esdras in exchange for: (a) a cash payment by us to Esdras in the
amount of twelve thousand five hundred euros (€12,500, or approximately
$17,718); and (b) the potential transfer to Esdras of up to three million shares
of our restricted common stock, with the number of shares to be transferred, if
any, to be calculated based on sales by Premier Power Italy over a three year
period.  We opened escrow for the Rupinvest acquisition on July 9,
2009 underan Escrow
Agreement, which was subsequently amended on July 22, 2009 and July 30,
2009.  Capita Trust Company Limited, a private limited company
incorporated in England and Wales (the “Escrow Agent”), acted as escrow agent
and held in escrow the deliverables by each party for the
transaction.  We acknowledged that Esdras fulfilled its obligation to
transfer one thousand two hundred and fifty (1,250) shares of Rupinvest’s
capital stock, which represents 100% of the issued and outstanding shares of
Rupinvest’s capital stock (the “Rupinvest Shares”), to us by delivering the
Rupinvest Shares to us directly and not by means of the
escrow.  Esdras waived our obligation to deliver twelve thousand five
hundred Euros (€12,500, or approximately $17,718) to the Escrow
Agent.  We delivered to the Escrow Agent the stock certificate
evidencing three million shares of restricted common stock, par value $0.0001
per share, which certificate is registered in the name of the Escrow Agent’s
custodial delegate and will be held in escrow until their release pursuant to
disbursement terms set forth in the Escrow Agreement. Pursuant to a Waiver and
Second Amendment, which acted as the second amendment to the Escrow Agreement
and which was entered into on July 30, 2009, the parties waived certain other
escrow deliverables that Rupinvest and Premier Power Italy were required to
deliver.  The parties also agreed that the Waiver and Second Amendment
constituted written notice on behalf of the Company, Rupinvest, and Esdras to
the Escrow Agent that the closing deliveries that we, Rupinvest, Premier Power
Italy, and Esdras were required to deliver pursuant to the Share Exchange
Agreement and the Escrow Agreement, as amended, either have been made or waived
pursuant to Section 4.1 of the Escrow Agreement.  Following the
Closing, we conduct operations in Italy through Premier Power
Italy.
  2.
                SIGNIFICANT
      ACCOUNTING POLICIES
  Basis of Presentation - The
accompanying condensed consolidated financial statements are unaudited and have
been prepared in accordance with generally accepted accounting principles for
interim financial information. They should be read in conjunction with the
financial statements and related notes to the financial statements of Premier
Power Renewable Energy, Inc. (the “Company”) for the years ended December 31,
2008 and 2007 appearing in the Company’s Form 10-K filed with the Securities and
Exchange Commission on May 6, 2009. The June 30, 2009 and 2008 unaudited interim
condensed consolidated financial statements on Form 10-Q have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
(“SEC”) for smaller reporting companies. Certain information and note
disclosures normally included in the annual financial statements on Form 10-K
have been condensed or omitted pursuant to those rules and regulations, although
the Company’s management believes the disclosures made are adequate to make the
information presented not misleading. In the opinion of management, all
adjustments, consisting of normal recurring accruals, necessary for a fair
presentation of the results of operation for the interim periods presented have
been reflected herein. The results of operations for the interim periods are not
necessarily indicative of the results to be expected for the entire
year.
 
 The
consolidated financial statements include the accounts of Premier Power
Renewable Energy, Inc., and its subsidiaries. Intercompany balances,
transactions and cash flows are eliminated on consolidation.  Given
that our acquisition of Rupinvest did not close by June 30, 2009, the financial
statements are not inclusive of that subsidiary’s results.
 
 F-6
 
 PREMIER
POWER RENEWABLE ENERGY, INC.
 Notes
to Condensed Consolidated Financial Statements
 (unaudited)
 
 Use of Estimates - The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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, the valuation of derivative instruments and 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 remaining maturities 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 $2,979,022 in cash in bank accounts at June 30, 2009
in excess of deposit insurance limits.
  Concentrations and Credit Risk
– The Company had two customers each accounting for more than 10% of the
Company’s sales for the three months ended June 30, 2009 that in the aggregate
accounted for 22.3% of the Company’s sales during the quarter.  One
customer accounted for 26% of the Company’s sales for the three months ended
June 30, 2008.  The Company had two customers that each accounted for
14 % of the Company’s sales for the six months ended June 30, 2009. One customer
accounted for 30% of the Company’s revenues for the six months ended June 30,
2008.   Accounts receivable primarily consist of trade receivables and
amounts due from state agencies and utilities for rebates on solar systems
installed.  At June 30, 2009, the Company had two customers that
accounted for 15%, and 13% of the Company’s accounts receivables,
respectively.  At December 31, 2008, the Company had four customers
that accounted for 27%, 13%, 11% and 10% of the Company’s 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 collectability of its accounts receivable. The
allowance for doubtful accounts is based on assessments of the collectability 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 $18,000 and $18,000 as of
June 30, 2009 and December 31, 2008, respectively.
  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.
 
 Inventory - 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.
 
 Stock-Based Compensation -The
Company accounts for stock-based compensation under the provisions of Statement
of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment”(SFAS
No. 123(R)”) which requires the Company to measure the stock-based compensation
costs of share-based compensation arrangements based on the grant-date fair
value and generally recognizes the costs in the financial statements over the
employee requisite service period.  Stock-based compensation expense
for all stock-based compensation awards granted was based on the grant-date fair
value estimated in accordance with the provisions of SFAS No.
123(R).
 
 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 an order is
accepted. Sudden and unexpected changes in a customer’s financial condition
could put recoverability at risk.
 
 F-7
 
 PREMIER
POWER RENEWABLE ENERGY, INC.
 Notes
to Condensed Consolidated Financial Statements
 (unaudited)
 
 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, 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 $398,465
and $219,148 for the six months ended June 30, 2009 and 2008,
respectively.
 
 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 six months
ended June 30, 2008 and June 30, 2009 was as follows:
 Six
      Month Ended
                              
                              
                              Six
      Month EndedJune
      30, 2009
                              
                              
                              June
      30, 2008Balance
      at beginning of period
                              
                              $
                              367,250
                              
                              
                              $
                              172,002Warranty
      expense
                              
                              
                              133,141
                              
                              
                              
                              108,721Less:
      Warranty claims
                              
                              
                              (232,834
                              )
                              
                              
                              (2,353
                              )Balance
      at end of period
                              
                              $
                              267,557
                              
                              
                              $
                              278,370
 
 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 respective
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 six months ended June
30, 2009 and 2008, the foreign currency transaction loss was $84,218 and
$29,429, respectively.
 
 Minority Interest – The
minority interest reflected in the statement of operations represents the 49%
shareholdings of the non-controlling shareholders in the Company’s Spanish
operations, Premier Power Spain. Concurrent with the reverse merger, these
shareholdings were converted into shares of the Company’s stock and no longer
reported as a minority interest effective September 9, 2008.
 
 Earnings per Share – Earnings
per share is computed in accordance with the provisions of SFAS No. 128, “Earnings Per Share.” Basic
net income (loss) per share is computed using the weighted-average number of
common shares outstanding during the period. 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. For the three and six months ended June 30, 2008, there
were no potential dilutive common shares outstanding.   For the
three months ended June 30, 2009, potentially dilutive securities included
warrants and convertible preferred stock. Potential dilutive common shares of
3,531,111 were excluded from the computation of diluted loss per share as their
effect would be anti-dilutive.
 
 F-8
 
 PREMIER
POWER RENEWABLE ENERGY, INC.
 Notes
to Condensed Consolidated Financial Statements
 (unaudited)
 
 Six
      Months Ended
                      
                      
                      Six
      Months EndedJune
      30, 2009
                      
                      
                      June
      30, 2008Net
      Income
                      
                      
                      462,253
                      
                      
                      
                      274,569Earnings
      Per Share:Basic
                      
                      $
                      0.02
                      
                      
                      $
                      0.01Diluted
                      
                      $
                      0.02
                      
                      
                      $
                      0.01Weighted
      Average Shares Outstanding:Basic
                      
                      
                      26,048,750
                      
                      
                      
                      21,159,451Diluted
      effect of convertible preferred stock, series A
                      
                      
                      3,500,000
                      
                      
                      
                      -Diluted
      effect of warrants, series A and B
                      
                      
                      490,183
                      
                      
                      
                      -Diluted
      effect of convertible preferred stock, series B
                      
                      
                      217,778
                      
                      
                      
                      -Diluted
                      
                      
                      30,256,711
                      
                      
                      
                      21,159,451
 On
December 19, 2008, the board of directors approved the Premier Power Renewable
Energy, Inc. 2008 Equity Incentive Plan (the “Incentive Plan”).  All
of the Company’s employees, officers, and directors, and those consultants who
(i) are natural persons and (ii) provide bona fide services to the Company not
connected to a capital raising transaction or the promotion or creation of a
market for our securities are eligible to be granted options or restricted stock
awards under the Incentive Plan.  In January 2009, the Company granted
stock options for 1,142,479 shares of its common stock to eligible
persons.   In July 2009, the Company issued 3 million shares to
the escrow agent in the Rupinvest acquisition, which shares are contingent
consideration for the purchase from Esdras.
  Comprehensive Income (Loss)
- Statement of
Financial Accounting Standards No. 130, “Reporting Comprehensive
Income,” establishes standards for reporting comprehensive income (loss)
and its components in a financial statement that is displayed with the same
prominence as other financial statements. Comprehensive income (loss), 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.
 
 For the
three months ended June 30, 2009, the Company recorded $(347,161), $(134,274),
and $0, in federal, state, and foreign income tax expense (benefit),
respectively.  Prior to September 2008, the Company was not subject to
federal income tax.  For the three months ended June 30, 2008, the
Company recorded $(5,887) and $207,423 in state and foreign income tax expense
(benefit).  For the six months ended June 30, 2009, the Company
recorded approximately $(959,322), $(168,274), and $1,109, in federal, state,
and foreign income tax (benefit) expense, respectively.  For the six
months ended June 30, 2008, the Company recorded $(3,000) and $207,000 in state
and foreign income tax expense, respectively.  Deferred tax assets of
$1,412,783 at June 30, 2009 consists primarily of the tax benefit associated
with federal and state net operating loss carryforwards of
$2,602,605.
  Effective
September 1, 2008, the Company adopted Financial Accounting Standards
Interpretation 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 June 30, 2009. Also, the Company had no
amounts of unrecognized tax benefits that, if recognized, would affect its
effective tax rate.
 F-9
 
 PREMIER
POWER RENEWABLE ENERGY, INC.
 Notes
to Condensed Consolidated Financial Statements
 (unaudited)
 
 The
Company’s policy for deducting interest and penalties is to treat interest as
interest expense and penalties as taxes. As of June 30, 2009, 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.
 
 Premier
Power Spain is organized under the laws of Spain and is subject to federal and
provincial taxes.
  Recently
Issued Accounting Pronouncements
 
 In
December 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“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.  The adoption of FAS 157 for financial assets and liabilities
did not have a material impact on the Company's consolidated financial
statements.  The adoption of FAS 157 for non-financial assets did not
have a material impact on the Company’s financial position, results of
operations or cash flows.
 
 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 acquisitions completed.
 
 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.  The adoption of FAS 160 did
not have an effect on the Company or on the results of operations, cash flows or
financial position.
 
 F-10
 
 PREMIER
POWER RENEWABLE ENERGY, INC.
 Notes
to Condensed Consolidated Financial Statements
 (unaudited)
 
 In
March 2008, the FASB issued FAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No.
133”   (“FAS 161”), 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. The Company adopted FAS 161 effective beginning January 1, 2009. The
adoption of FAS 161 did not have a material effect on the Company’s financial
position, results of operations or cash flows.
 
 In April
2008, the FASB issued FASB Staff Position (FSP) FAS No. 142-3, “Determination of the Useful Life of
Intangible Assets.” The FSP amends the factors an entity should consider
in developing renewal or extension assumptions used in determining the useful
life of recognized intangible assets under FAS No. 142, “Goodwill and Other Intangible
Assets.” The FSP must be applied prospectively to intangible assets
acquired after the effective date. The adoption of the FSP did not have a
material effect on the Company’s consolidated financial statements.
  In May
2008, the FASB issued FAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“FAS 162”), 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 (the GAAP hierarchy). This statement became effective on 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
adoption of FAS 162 did not have a material effect on our consolidated financial
statements.
  In June
2008, the FASB ratified EITF Issue 07-5 (EITF 07-5), "Determining Whether an Instrument
(or an EmbeddedFeature) Is Indexed to an Entity's Own Stock.”  EITF 07-5
provides that an entity should use a two step approach to evaluate whether an
equity-linked financial instrument (or embedded feature) is indexed to its own
stock, including evaluating the instrument's contingent exercise and settlement
provisions.  It also clarifies on the impact of foreign currency
denominated strike prices and market-based employee stock option valuation
instruments.  EITF 07-5 is effective for fiscal years beginning after
December 15, 2008, and interim periods within those years.  See Note 8
for additional information.
 
 In April
2009, FASB issued FSP 107-1 and APB 28-1, “Interim Disclosures about Fair
Value of Financial Instruments” (collectively “FSP/APB”) which increases
the frequency of fair value disclosures to a quarterly instead of annual basis.
The guidance relates to fair value disclosures for any financial instruments
that are not currently reflected on an entity’s balance sheet at fair value.
FSP/APB is effective for interim and annual periods ending after June 15, 2009.
The adoption of this FSP/APB did not have a material impact on results of
operations, cash flows or financial position.
 
 In May
2009, FASB issued SFAS No. 165, “Subsequent Events” (“SFAS
165”) which establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. In particular, SFAS 165 sets forth (a)
the period after the balance sheet date during which management of a reporting
entity should evaluate events or transactions that may occur for potential
recognition or disclosure in the financial statements, (b) the circumstances
under which an entity should recognize events or transactions occurring after
the balance sheet date in its financial statements, and (c) the disclosures that
an entity should make about events or transactions that occurred after the
balance sheet date. The Company evaluated subsequent events through the date the
Quarterly Report on Form 10-Q was issued on August 14, 2009. SFAS 165 is
effective for interim or annual financial reporting periods ending after June
15, 2009. The adoption of FAS 165 did not have a material impact on results of
operations, cash flows or financial position.
 
 F-11
 
 PREMIER
POWER RENEWABLE ENERGY, INC.
 Notes
to Condensed Consolidated Financial Statements
 (unaudited)
 
 In May
2009, the FASB Staff Position No. APB 14-1 “Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement)” FASB Staff Position No. APB 14-1 clarifies that convertible
debt instruments that may be settled in cash upon conversion (including partial
cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, Accounting for Convertible Debt and
Debt Issued with Stock Purchase Warrants. Additionally, this FSP
specifies that issuers of such instruments should separately account for the
liability and equity components in a manner that will reflect the entity’s
nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. This FSP is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within those
fiscal years.  The adoption of APB 14-1 did not have a material effect
on our consolidated financial statements.
 
 3.
                INTANGIBLE
      ASSETS
 
 Intangibles
consist of amortizing intangibles and goodwill. At June 30, 2009 and December
31, 2008, such amounts were as follows:
 
 Amortizing
      Intangibles
                        
                        June
      30, 2009
                        
                        
                        December
      31, 2008Trademark
                        
                        $
                        790,613
                        
                        
                        $
                        865,106Employee
      contract
                        
                        
                        134,645
                        
                        
                        
                        157,086Backlog
                        
                        
                        
                        
                        
                        
                        26,228Subtotal
                        
                        
                        925,258
                        
                        
                        
                        1,048,420Goodwill
                        
                        
                        483,496
                        
                        
                        
                        483,496Total
                        
                        $
                        1,408,754
                        
                        
                        $
                        1,531,916
 
 There
were no intangible assets at June 30, 2008.   Amortization periods for
the intangibles are as follows: trademark – 17 years, employee contract – 2
years, and backlog – 6 months. Amortization for the three and six months
ended June 30, 2009 was $61,581 and $123,162, respectively. Accumulated
amortization was $184,743 at June 30, 2009.
 
 4.
                PROPERTY
      AND EQUIPMENT
 
 Property
and equipment consists of the following:
 
 June 30, 2009
                        
                        
                        December 31, 2008Equipment
                        
                        $
                        141,191
                        
                        
                        $
                        203,628Furniture
      and computers
                        
                        
                        157,707
                        
                        
                        
                        59,194Vehicles
                        
                        
                        542,927
                        
                        
                        
                        504,546841,825
                        
                        
                        
                        767,368Less:
      accumulated depreciation
                        
                        
                        (371,992
                        )
                        
                        
                        (292,463
                        )$
                        469,833
                        
                        
                        $
                        474,905
 
 Depreciation
expense was $78,530 and $49,228 for the six months ended June 30, 2009 and 2008,
respectively.
 
 F-12
 
 PREMIER
POWER RENEWABLE ENERGY, INC.
 Notes
to Condensed Consolidated Financial Statements
 (unaudited)
 
 5.
                ACCRUED
      LIABILITIES
 
 Accrued
liabilities consisted of the following:
 June 30, 2009
                          
                          
                          December 31, 2008Payroll
                          
                          $
                          330,996
                          
                          
                          $
                          477,163Warranty
      reserve
                          
                          
                          267,557
                          
                          
                          
                          367,250401K
      plan
                          
                          
                          35,532
                          
                          
                          
                          20,000Sales
      and local taxes
                          
                          
                          84,390
                          
                          
                          
                          301,938Workers
      compensation insurance
                          
                          
                          20,000
                          
                          
                          
                          20,000Accrued
      subcontractors
                          
                          
                          213,814
                          
                          
                          
                          79,002Other
      operational accruals
                          
                          
                          161,897
                          
                          
                          
                          102,665Total
                          
                          $
                          1,114,186
                          
                          
                          $
                          1,368,018
  6.
                BORROWINGS
 
 Borrowings
consist of notes payable and lines of credit.
 
 Notes
Payable
 
 Notes
payable were $455,860 and $130,718 at June 30, 2009 and December 31, 3008,
respectively.  Notes payable of $109,085 are secured by vehicles and
have maturities through 2014.   The annual interest rates on the
notes range from 2.9% to 6.4%. Premier
Power Spain has an unsecured loan for $346,775 with Instituto de Crédito
Oficial as of June 30, 2009, with the first payment due on December 18, 2010 and
each additional payment due six months thereafter until June 18, 2013, which is
the last payment due date.  Payment amounts are $86,693. The
future principal payments on these notes as of June 30, 2009 are as
follows:
 
 2009
                            
                            $
                            161,7542010
                            
                            
                            141,6032011
                            
                            
                            141,9482012
                            
                            
                            137,0432013
                            
                            
                            7,1492014
                            
                            
                            5,072$
                            594,570
 Lines of
Credit
 
 On July
13, 2009, we entered into a loan agreement with Umpqua Bank, an Oregon
corporation, for a line of credit of up to $12 million, maturing on July 13,
2011.  The loan agreement provides for an initial line of credit of $7
million, provided, however, that we may request no more than twice prior to the
maturity date that the line of credit be increased to an amount not to exceed
$12 million in the event we acquire another subsidiary and
require additional working capital for such subsidiary.  The
line of credit is secured by our assets and by the assets of Premier Power
California, Bright Future, and Premier Power Spain.  The line of
credit bears interest at the prime rate, provided, however, that the interest
rate will not be less than five percent (5%) per annum.  AtAugust14,
2009, the interest rate was 5%.  As of August 14, 2009, there
is $1,700,000 outstanding under our agreement with Umpqua
Bank.
 F-13
 
 PREMIER
POWER RENEWABLE ENERGY, INC.
 Notes
to Condensed Consolidated Financial Statements
 (unaudited)
 
 
 7.
                COMMITMENTS
      AND CONTINGENCIES
 
 Premier
Power Spain is party to a non-cancelable lease for operating facilities in
Madrid, Spain, which expires in 2010. Premier Power California is party to
a non-cancelable lease for operating facilities in Redlands, California, which
expires in 2010.  These leases provide for annual rent increases tied
to the Consumer Price Index. The leases require the following payments as of
June 30, 2009, subject to annual adjustment, if any:
 
 2009
                                  
                                  $
                                  56,0392010
                                  
                                  
                                  25,909Total
                                  
                                  $
                                  81,948
 8.
                DERIVATVE
      INSTRUMENT
 
 On
January 1, 2009, the Company adopted EITF 07-5, Determining Whether an
Instrument (or embedded Feature) is Indexed to an Entity’s Own Stock. As
part of the adoption of EITF 07-5, the Company determined that its warrants are
not indexed to its stock as a result of the basis of an exercise price reset
that occurs when the Company sells its common stock at a lower price, even if
such price is at fair value. Thus, the value of the warrants has been recorded
as a liability.
 
 The
Company recorded a warrant liability in the amount of $11,118,573 upon adoption
of EITF 07-5.  The Company determined the fair value of the warrant
liability to be $9,643,348 as of March 31, 2009 and $8,935,076 as of June 16,
2009, immediately prior to retiring the warrants.  As a result of the
changes in fair value, the Company recorded income of $708,272 and $2,183,498
for the three and six months ended June 30, 2009, respectively.
 
 On June
16, 2009, when the Company entered into a Securities Purchase Agreement with
Vision Opportunity Master Fund, Ltd. (“Vision”), the terms of the agreement
canceled 3,500,000 warrants held by Vision. The cancellation of warrants
resulted in the elimination of all our issued and outstanding
warrants.  As a result of the cancellation, the Company derecognized
the warrant liability of $8,935,076 and recorded the gain on its extinguishment
of $1,435,076 in additional paid in capital in accordance with the provisions of
APB No. 26, Early
Extinguishment of Debt.
 
 The
Company uses the Black-Scholes pricing model to calculate fair value of its
warrant liability. Key assumptions used are as follows:
 
 Number of Shares
                                  included in Warrant
                                
                                Dividend Yield
                                
                                
                                Volatility
                                
                                
                                Risk-Free
                                  Rate
                                
                                
                                Expected Life
                                  (in years)
                                
                                
                                Stock Price1,750,000
                                
                                
                                0.0
                                %
                                
                                
                                95.0
                                %
                                
                                
                                4.5
                                %
                                
                                
                                4
                                
                                
                                $
                                2.501,750,000
                                
                                
                                0.0
                                %
                                
                                
                                95.0
                                %
                                
                                
                                4.5
                                %
                                
                                
                                4
                                
                                
                                $
                                3.00
 
 F-14
 
 PREMIER
POWER RENEWABLE ENERGY, INC.
 Notes
to Condensed Consolidated Financial Statements
 (unaudited)
 
 9.
                STOCK-BASED
      COMPENSATION
 
 The
Company’s 2008 Equity Incentive Plan (the “2008 Plan”) provides for the issuance
of incentive stock options and non-statutory stock options. The Company’s Board
of Directors determines to whom grants are made and the vesting, timing, amounts
and other terms of such grants, subject to the terms of the 2008 Plan. Incentive
stock options may be granted only to employees of the Company, while
non-statutory stock options may be granted to the Company’s employees, officers,
directors, consultants and advisors. Options under the 2008 Plan vest as
determined by the Board of Directors.  The term of the options granted
under the 2008 Plan may not exceed 10 years and the maximum aggregate shares
that may be issued upon exercise of such options is 4,000,000 shares of common
stock. Options for 1,064,479 shares of common stock were outstanding for the
2008 Plan as of June 30, 2009.  The Company did not grant stock
options prior to January 2009, and there was no stock compensation expense for
the three and six months ended June 30, 2008.
 
 The
Company recognized stock-based compensation expense of approximately $144,770
and $289,540 during the three and six months ended June 30, 2009,
respectively.
 
 The
following table sets forth a summary stock option activity for the six months
ended June 30, 2009:
 
 Number
      of
                        
                        
                        Weighted-Average
                          DateShares
                        
                        
                        FairValueJune
      30, 2009
                        
                        
                        June
      30, 2009Outstanding
      and not vested beginning balance
                        
                        
                        -
                        
                        
                        $
                        -Granted
      during the period
                        
                        
                        1,142,479
                        
                        
                        
                        3.32Forfeited/cancelled
      during the period
                        
                        
                        78,000
                        
                        
                        
                        3.32Released/vested
      during the period
                        
                        
                        -
                        
                        
                        
                        -Outstanding
      and not vested at June 30, 2009
                        
                        
                        1,064,479
                        
                        
                        $
                        3.32
 
 Stock-based
compensation expense relating to these restricted shares is being recognized
over a weighted-average period of 4.7 years.  Stock compensation
expense of $289,540 was recognized during the six months ended June 30,
2009.  SFAS 123R requires the cash flows as a result of the tax
benefits resulting from tax deductions in excess of the compensation cost
recognized (excess tax benefits) to be classified as financing cash flows. There
are no excess tax benefits for the six months ended June 30, 2009 and 2008,
respectively, and therefore, there is no impact on the accompanying consolidated
statements of cash flows.
 
 The
following table summarizes the consolidated stock-based compensation by line
item for the six months ended June 30, 2009:
 
 F-15
  PREMIER
POWER RENEWABLE ENERGY, INC.
 Notes
to Condensed Consolidated Financial Statements
 (unaudited)
 Six
      Months EndedJune
      30, 2009Administration
                                              
                                              $
                                              135,488Sales
      and marketing
                                              
                                              
                                              60,887Cost
      of goods sold
                                              
                                              
                                              93,165Total
      stock-based compensation expense
                                              
                                              
                                              289,540Tax
      effect on stock-based compensation expense
                                              
                                              
                                              114,832Total
      stock-based compensation expense after taxes
                                              
                                              $
                                              174,708Effect
      on net loss per share: Basic
                                              
                                              $
                                              0.01Effect
      on net loss per share: Diluted
                                              
                                              $
                                              0.01
 
 The
following tables sets forth a summary of stock option activity for the three
months and  six months ended June 30, 2009, respectively:
  Number
      ofShares
      Subject To
                                    
                                    
                                    Weighted-AverageOption
                                    
                                    
                                    Exercise
      PriceOutstanding
      at January 1, 2009
                                    
                                    
                                    -
                                    
                                    
                                    $
                                    -Granted
      during three months ended March 31, 2009
                                    
                                    
                                    1,142,479
                                    
                                    
                                    
                                    4.25Forfeited/cancelled/expired
      during 2009
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Exercisable
      at during the year
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Outstanding
      at March 31, 2009
                                    
                                    
                                    1,142,479
                                    
                                    
                                    
                                    4.25Exercisable
      at March 31, 2009
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Forfeited/cancelled/expired
      during three months ended June 30, 2009
                                    
                                    
                                    78,000
                                    
                                    
                                    
                                    -Exercisable
      at during the year
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Outstanding
      at June 30, 2009
                                    
                                    
                                    1,064,479
                                    
                                    
                                    $
                                    4.25Exercisable
      at June 30, 2009
                                    
                                    
                                    -
                                    
                                    
                                    $
                                    -
 The fair
value of stock option grants during the six months ended June 30, 2009 was
estimated on the date of grant using the Black-Scholes option-pricing model with
the following assumptions:
 
 Valuation and Amortization
Method —The Company estimates the fair value of service-stock options
granted using the Black-Scholes-Merton option-pricing formula. The fair value is
then amortized over the requisite service periods of the awards, which is
generally the vesting period. Stock options typically have a ten year life from
date of grant and vesting periods of four to five years. The fair value of the
company’s common stock is based on its value as determined by market prices on
the date of grant. Compensation expense is recognized on a straight-line basis
over the respective vesting period.
 
 Expected Term —The
Company’s expected term represents the period that the Company’s stock-based
awards are expected to be outstanding. For awards granted subject only to
service vesting requirements, the Company utilizes the simplified method under
the provisions of Staff Accounting Bulletin No. 107 (“SAB 107”) for
estimating the expected term of the stock-based award.
 
 F-16
 
 PREMIER
POWER RENEWABLE ENERGY, INC.
 Notes
to Condensed Consolidated Financial Statements
 (unaudited)
 
 Expected
Volatility— Because there is minimal history of stock price returns, the
Company does not have sufficient historical volatility data for its equity
awards. Accordingly, the Company has chosen to use rates for similar publicly
traded U.S.-based competitors to calculate the volatility for its granted
options.
 
 Expected Dividend — The
Company has never paid dividends on its common shares and currently does not
intend to do so, and accordingly, the dividend yield percentage is zero for all
periods.
 
 Risk-Free Interest Rate —The
Company bases the risk-free interest rate used in the Black-Scholes valuation
method upon the implied yield curve currently available on U.S. Treasury
zero-coupon issues with a remaining term equal to the expected term used as the
assumption in the model.
  Expected
      volatility
                        
                        
                        93.60
                        %Expected
      Dividends
                        
                        
                        0.0
                        %Expected
      life
                        6.5
      yearsRisk-free
      interest rate
                        
                        
                        1.88
                        %Weighted-average
      fair value per share
                        
                        $
                        3.32
  The
weighted-average fair value per share of the stock options as determined on the
date of grant was $3.32 for the 1,142,479 stock options granted during the six
months ended June 30, 2009. The total fair value of stock options vested during
the six months ended June 30, 2009 was $0.
 
 10.
                EMPLOYEE
      BENEFITS
 
 The
Company 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. The Company 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 $12,000 and $18,000 for
the six months ended June 30, 2009 and 2008, 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.
 
 11.
                FAIR
      VALUE OF FINANCIAL INSTRUMENTS
 
 The fair
value of a financial instrument is the amount at which the instrument could be
exchanged in an orderly transaction between market participants to sell the
asset or transfer the liability.  In accordance with SAS No. 157 Fair Value Measurements, the
Company uses fair value measurements based on quoted prices in active markets
for identical assets or liabilities (Level 1), significant other observable
inputs (Level 2) or unobservable inputs for assts or liabilities (Level 3),
depending on the nature of the item being valued.  The following
disclosure are made in accordance with FASB Staff Position (FSP) FAS 107-1,
Interim Disclosures about Fair
Value of Financial Instruments.
 
 The
carrying amounts of cash and cash equivalents and accounts receivable, prepaid
expenses, accounts payable, and accrued liabilities approximate their fair
values at each balance sheet date due to the short-term maturity of these
financial instruments. The fair value of the Company’s borrowing is based upon
current interest rates for debt instruments with comparable maturities and
characteristics and approximates carrying values.
 12.
                      RESTATEMENT TO THE THREE MONTHS ENDED MARCH 31,
    2009
 The
Company amended the financial statements included with its quarterly report on
Form 10-Q/A for the quarter ended March 31, 2009 to reflect certain non-cash
adjustments and a re-valuation of warrant liability and stock option expense to
reflect the market price of stock versus an independent valuation of the
Company’s stock value.
  13.
                  SUBSEQUENT
      EVENTS
  On July 31, 2009, we closed the
acquisition of 100% of the issued and outstanding equity ownership of Rupinvest
Sarl, a corporation duly organized and existing under the laws of Luxembourg
(“Rupinvest”), from Esdras Ltd., a corporation duly organized and existing under
the laws of Cyprus (“Esdras”).  We acquired 100% of the issued and
outstanding equity ownership interest in Rupinvest from Esdras in exchange for
the potential transfer to Esdras of up to three million shares of our restricted
common stock, with the number of shares to be transferred, if any, to be
calculated based on sales by Rupinvest’s wholly owned subsidiary, Arco Energy
Srl, over a three-year period.
 
 F-17


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 that 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 “Risk
Factors” section of our most recent Annual Report on Form 10-K filed with the
Securities and Exchange Commission. 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 report, 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. Our financial
statements give effect to the financial position and results of operations of
Premier Power Renewable Energy, Inc., a California corporation (“Premier Power
California”), and its two wholly owned subsidiaries (i) Bright Future
Technologies LLC (“Bright Future”) and (ii) and Premier Power Sociedad Limitada
(“Premier Power Spain”), (collectively the “Premier Power Group”). We develop,
market, sell, and maintain solar energy systems for residential, agricultural,
commercial, and industrial customers in North America and Spain. As of July 31,
2009, we also distribute, develop, and integrate ground mount and rooftop solar
power systems in Italy through Arco Energy Srl (“Premier Power Italy”), the
wholly owned subsidiary of Rupinvest Sarl, a corporation duly organized and
existing under the laws of Luxembourg (“Rupinvest”), which is our wholly owned
subsidiary.  We use solar components from the solar industry’s leading
suppliers and manufacturers such as General Electric, Suntech, Sharp, Kyocera,
Fronius, Watsun, and SunPower Corporation.
 
 On
September 9, 2008, we acquired all of the outstanding shares of Premier Power
California in exchange for the issuance of 24,218,750 restricted shares of our
common stock, which represented approximately 93.1% of our then-issued and
outstanding common stock.  As a result of the share exchange, Premier
Power California became our wholly owned subsidiary, and we acquired the
business and operations of the Premier Power Group.
 
 Concurrently
with the closing of the share exchange on September 9, 2008, we raised
$7,000,000 in a private placement financing (the “Financing”) by issuing a total
of 3,500,000 units (the “Units”), with each Unit consisting of one share of our
Series A Convertible Preferred Stock, one-half of one Series A Warrant, and
one-half of one Series B Warrant to the investor at $2.00 per Unit.
  On June
16, 2009, we entered into a Securities Purchase Agreement with Vision
Opportunity Master Fund, Ltd. (“Vision”) under which we sold to Vision 2,800,000
shares of Series B Convertible Preferred Stock (bearing no liquidation
preference, no coupon payments, and no redemption rights) in exchange for (i)
the cancellation of 4-year Series A Warrants issued to Vision on September 9,
2008 and exercisable for an aggregate 1,750,000 shares of our common stock at
$2.50 per share and 4-year Series B Warrants issued to Vision on September 9,
2008 exercisable for an aggregate 1,750,000 shares of our common stock at $3.00
per share, and (ii) $3,000,000 in cash.  The cancellation of warrants
resulted in the elimination of all our issued and outstanding
warrants.
 
 On July
31, 2009, we closed the acquisition of 100% of the issued and outstanding equity
ownership of Rupinvest from Esdras Ltd., a corporation duly organized and
existing under the laws of Cyprus (“Esdras”) (the
“Closing”).  Rupinvest distributes, develops, and integrates ground
mount and rooftop solar power systems in Italy through its wholly owned
subsidiary, Premier Power Italy, a private limited liability company organized
under the laws of Italy.  The terms of the transaction are set forth
in a Share Exchange Agreement entered into on June 3, 2009 between the Company,
Rupinvest, and Esdras.  Prior to the Closing, Rupinvest was the wholly
owned subsidiary of Esdras.  We acquired 100% of the issued and
outstanding equity ownership interest in Rupinvest from Esdras in exchange for:
(a) a cash payment by us to Esdras in the amount of twelve thousand five hundred
euros (€12,500, or approximately $17,718); and (b) the potential transfer to
Esdras of up to three million shares of our restricted common stock, with the
number of shares to be transferred, if any, to be calculated based on sales by
Premier Power Italy over a three year period.
  4
  We opened
escrow for the Rupinvest acquisition on July 9, 2009 under an Escrow Agreement,
which was subsequently amended on July 22, 2009 and July 30,
2009.  Capita Trust Company Limited, a private limited company
incorporated in England and Wales (the “Escrow Agent”), acted as escrow agent
and held in escrow the deliverables by each party for the
transaction.   We acknowledged that Esdras fulfilled its obligation to
transfer one thousand two hundred and fifty (1,250) shares of Rupinvest’s
capital stock, which represents 100% of the issued and outstanding shares of
Rupinvest’s capital stock (the “Rupinvest Shares”), to us by delivering the
Rupinvest Shares to us directly and not by means of the
escrow.  Esdras waived our obligation to deliver the cash payment of
twelve thousand five hundred Euros (€12,500, or approximately $17,718) to the
Escrow Agent.  We delivered to the Escrow Agent the stock certificate
evidencing three million shares of restricted common stock, par value $0.0001
per share, which certificate is registered in the name of the Escrow Agent’s
custodial delegate and will be held in escrow until their release pursuant to
disbursement terms set forth in the Escrow Agreement. Pursuant to a Waiver and
Second Amendment (the “Waiver”), which acted as the second amendment to the
Escrow Agreement and which was entered into on July 30, 2009, the parties waived
certain other escrow deliverables that Rupinvest and Premier Power Italy were
required to deliver.  The parties also agreed that the Waiver
constituted written notice on behalf of the Company, Rupinvest, and Esdras to
the Escrow Agent that the closing deliveries that we, Rupinvest, Premier Power
Italy, and Esdras were required to deliver pursuant to the Share Exchange
Agreement and the Escrow Agreement, as amended, either have been made or waived
pursuant to Section 4.1 of the Escrow Agreement.  Following the
Closing, we conduct operations in Italy through Premier Power
Italy.
 
 Critical
Accounting Policies and Estimates
  Our
management’s discussion and analysis of our financial condition and results of
operations are based on our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements as well as the reported net sales and expenses
during the reporting periods. On an ongoing basis, we evaluate our estimates and
assumptions. We base our estimates on historical experience and on various other
factors that we believe are reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or
conditions.
 
 While our
significant accounting policies are more fully described in Note 1 to our
condensed consolidated financial statements, we believe that the following
accounting policies are the most critical to aid the reader in fully
understanding and evaluating this discussion and analysis:
 
 Basis of Presentation - The
accompanying condensed consolidated financial statements are unaudited and have
been prepared in accordance with generally accepted accounting principles for
interim financial information. They should be read in conjunction with the
financial statements and related notes to the financial statements of Premier
Power Renewable Energy, Inc. (the “Company”) for the years ended December 31,
2008 and 2007 appearing in the Company’s Form 10-K filed with the Securities and
Exchange Commission on May 6, 2009. The June 30, 2009 and 2008 unaudited interim
condensed consolidated financial statements on Form 10-Q have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
(“SEC”) for smaller reporting companies. Certain information and note
disclosures normally included in the annual financial statements on Form 10-K
have been condensed or omitted pursuant to those rules and regulations, although
the Company’s management believes the disclosures made are adequate to make the
information presented not misleading. In the opinion of management, all
adjustments, consisting of normal recurring accruals, necessary for a fair
presentation of the results of operation for the interim periods presented have
been reflected herein. The results of operations for the interim periods are not
necessarily indicative of the results to be expected for the entire
year.
 
 The
consolidated financial statements include the accounts of Premier Power
Renewable Energy, Inc., and its subsidiaries. Intercompany balances,
transactions and cash flows are eliminated on consolidation.  Given
that our acquisition of Rupinvest did not close by June 30, 2009, the financial
statements are not inclusive of that subsidiary’s results.
  Inventory - 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 an 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, 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.
  5
  Earnings per Share – Earnings
per share is computed in accordance with the provisions of SFAS No. 128, “Earnings Per Share.” Basic
net income (loss) per share is computed using the weighted-average number of
common shares outstanding during the period. 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. For all of the periods presented, the Company had no
dilutive potential common shares except for outstanding convertible preferred
shares during the six months ended June 30, 2009.
 
 Stock-Based Compensation -The
Company accounts for stock-based compensation under the provisions of Statement
of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment”(SFAS
No. 123(R)”) which requires the Company to measure the stock-based compensation
costs of share-based compensation arrangements based on the grant-date fair
value and generally recognizes the costs in the financial statements over the
employee requisite service period.  Stock-based compensation expense
for all stock-based compensation awards granted was based on the grant-date fair
value estimated in accordance with the provisions of SFAS No.
123(R).
 
 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 six months
ended June 30, 2008 and June 30, 2009 was as follows:
 
 Six
      Month Ended
                        
                        
                        Six
      Month EndedJune
      30, 2009
                        
                        
                        June
      30, 2008Balance
      at beginning of period
                        
                        $
                        367,250
                        
                        
                        $
                        172,002Warranty
      expense
                        
                        
                        133,141
                        
                        
                        
                        108,721Less:
      Warranty claims
                        
                        
                        (232,834
                        )
                        
                        
                        (2,353
                        )Balance
      at end of period
                        
                        $
                        267,557
                        
                        
                        $
                        278,370
 
 Comprehensive Income (Loss)
- Statement of
Financial Accounting Standards No. 130, “Reporting Comprehensive
Income,” establishes standards for reporting comprehensive income (loss)
and its components in a financial statement that is displayed with the same
prominence as other financial statements. Comprehensive income (loss), as
defined, includes all changes in equity during the period from non-owner
sources, such as foreign currency translation adjustments.
 
 Recently
Issued Accounting Pronouncements
 
 In
December 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“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.  The adoption of FAS 157 for financial assets and liabilities
did not have a material impact on the Company's consolidated financial
statements.  The adoption of FAS 157 for non-financial assets did not
have a material impact on the Company’s financial position, results of
operations or cash flows.
 
 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 acquisitions completed.
  6
  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.  The adoption of FAS 160 did
not have an effect on the Company or on the results of operations, cash flows or
financial position.
 
 In March
2008, the FASB issued FAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No.
133”   (“FAS 161”), 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. The Company adopted FAS 161 effective beginning January 1, 2009. The
adoption of FAS 161 did not have a material effect on the Company’s financial
position, results of operations or cash flows.
 
 In April
2008, the FASB issued FASB Staff Position (FSP) FAS No. 142-3, “Determination of the Useful Life of
Intangible Assets.” The FSP amends the factors an entity should consider
in developing renewal or extension assumptions used in determining the useful
life of recognized intangible assets under FAS No. 142, “Goodwill and Other Intangible
Assets.” The FSP must be applied prospectively to intangible assets
acquired after the effective date. The adoption of the FSP did not have a
material effect on the Company’s consolidated financial statements.
  In May
2008, the FASB issued FAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“FAS 162”), 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 (the GAAP hierarchy). This statement became effective on 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
adoption of FAS 162 did not have a material effect on our consolidated financial
statements.
  In June
2008, the FASB ratified EITF Issue 07-5 (EITF 07-5), "Determining Whether an Instrument
(or an Embedded Feature) Is Indexed to an Entity's Own
Stock.”  EITF 07-5 provides that an entity should use a two
step approach to evaluate whether an equity-linked financial instrument (or
embedded feature) is indexed to its own stock, including evaluating the
instrument's contingent exercise and settlement provisions.  It also
clarifies on the impact of foreign currency denominated strike prices and
market-based employee stock option valuation instruments.  EITF 07-5
is effective for fiscal years beginning after December 15, 2008, and interim
periods within those years.  See Note 8 to our condensed consolidated
financial statements attached hereto for additional information.
 
 In April
2009, FASB issued FSP 107-1 and APB 28-1, “Interim Disclosures about Fair
Value of Financial Instruments” (collectively “FSP/APB”) which increases
the frequency of fair value disclosures to a quarterly instead of annual basis.
The guidance relates to fair value disclosures for any financial instruments
that are not currently reflected on an entity’s balance sheet at fair value.
FSP/APB is effective for interim and annual periods ending after June 15, 2009.
The adoption of this FSP/APB did not have a material impact on results of
operations, cash flows or financial position.
 
 In May
2009, FASB issued SFAS No. 165, “Subsequent Events” (“SFAS
165”) which establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. In particular, SFAS 165 sets forth (a)
the period after the balance sheet date during which management of a reporting
entity should evaluate events or transactions that may occur for potential
recognition or disclosure in the financial statements, (b) the circumstances
under which an entity should recognize events or transactions occurring after
the balance sheet date in its financial statements, and (c) the disclosures that
an entity should make about events or transactions that occurred after the
balance sheet date. SFAS 165 is effective for interim or annual financial
reporting periods ending after June 15, 2009. The adoption of FAS 165 did not
have a material impact on results of operations, cash flows or financial
position.
 
 In May
2009, the FASB Staff Position No. APB 14-1 “Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement)” FASB Staff Position No. APB 14-1 clarifies that convertible
debt instruments that may be settled in cash upon conversion (including partial
cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, Accounting for Convertible Debt and
Debt Issued with Stock Purchase Warrants. Additionally, this FSP
specifies that issuers of such instruments should separately account for the
liability and equity components in a manner that will reflect the entity’s
nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. This FSP is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within those
fiscal years.  The adoption of APB 14-1 did not have a material effect
on our consolidated financial statements.
  7
  Results
of Operations
 
 Comparison of Three Months
Ended June 30, 2009 and June 30, 2008
 
 Net sales.
  For the
three months ended June 30, 2009, net sales decreased 69% relative to the three
months ended June 30, 2008 from $13,123,871 to $4,114,346.  The
decrease between the periods is primarily attributable to the Company having no
projects during the three months ended June 30, 2009 that were similar in size
to a large project we substantially completed during the quarter ended June 30,
2008, which accounted for over $5 million in revenues during that
quarter.  Additionally, revenue generated within the U.S. was more
than $2 million lower in the second quarter of 2009 than the same period in 2008
due to a shift in our commercial sales efforts moving to larger more complex and
longer sales cycles and the general tightening of the U.S. credit
market.
 
 Cost of
sales. 
  Cost of sales for the three months ended June 30, 2009 was
$3,575,181 compared to $11,221,975 for the three months ended June 30, 2008, a
decrease of approximately 68%.  The decrease in our cost of sales is
in line with the reduction in net sales between the periods.
 
 Gross
profit.   Gross profit for the three months ended June 30, 2009
was $539,165 compared to gross profit of $1,901,896 for the three months ended
June 30, 2008, representing gross margins of approximately 13% and 14%,
respectively.  The decrease in gross profit between the periods is
mainly attributable to the decrease in net sales.
 
 Operating
expenses.
  Our operating expenses consist of sales and marketing expenses and
administrative expenses.  For the three months ended June 30, 2009,
total operating expenses were $1,992,281, consisting of sales and marketing
costs of $717,547 and administrative costs of $1,274,754, while total operating
expenses for the three months ended June 30, 2008 were $891,303, consisting of
sales and marketing costs of $586,872 and administrative costs of $304,431,
representing an increase in total operating expenses of approximately
124%.  As a percentage of sales, operating expenses were approximately
48% and 7% for the three months ended June 30, 2009 and 2008,
respectively.  The increase in operating expenses is due to an
increase in professional costs related to becoming a public company in September
2008, costs related to the addition of sales people in our commercial sales
department, an increase in salaries for three employees, and a one-time cost
associated with our acquisition of Rupinvest.  The increase can be
further explained by the stock compensation expense resulting from a grant of
stock options in January 2009 and amortization of our intangibles resulting from
our September 2008 reverse merger, both of which are non-cash
transactions.
  Income
taxes.  For the three months ended June 30, 2009, we recorded a
tax benefit of $481,723 and tax expense of $288, and for the three months ended
June 30, 2008, we recorded a tax expense of $201,536.  The change in
income taxes relates primarily to the loss from operations for the three months
ended June 30, 2009.  The change in fair value of financial
instruments of $708,272 for the three months ended June 30, 2009 was not subject
to income taxes, and thus, we had a taxable loss for that
period.  Additionally, we were not subject to federal income tax for
the three months ended June 30, 2008.
 
 Net income
(loss).We had net loss of $259,308 for the three months ended
June 30, 2009 compared to net income of $468,128 for the three months ended June
30, 2008.
 
 Comparison of Six Months
Ended June 30, 2009 and June 30, 2008
 
 Net sales.
 For the six months ended June 30, 2009, net sales decreased 50% relative
to the six months ended June 30, 2008, from $17,988,817 to
$8,907,699.  The decrease from the first half of 2008 to the first
half of 2009 is primarily attributable to the Company having no projects during
the three months ended June 30, 2009 that were similar in size to a large
project we substantially completed during the quarter ended June 30, 2008, which
accounted for over $5 million in revenues during that
quarter.  Additionally, revenue generated within the U.S. was lower
due to a shift in our commercial sales efforts moving to larger more complex
and longer sales cycles and the general tightening of the U.S. credit
market.
 
 Cost of
sales. Cost
of sales for the six months ended June 30, 2009 was $8,000,654 compared to
$15,269,775 for the six months ended June 30, 2008, a decrease of approximately
48%.   The decrease in our cost of sales is in line with the
reduction in net sales between the periods.
 
 Gross
profit.  Gross profit for the six months ended June 30, 2009
was $907,045 compared to gross profit of $2,719,042 for the six months ended
June 30, 2008, representing gross margins of approximately 10% and 15%,
respectively.  The 67% decrease in gross profit was driven by our
Spanish operations, which had lower margin projects and higher costs to
the budgeted costs of projects.
 
 Operating
expenses.  Our operating
expenses consist of sales and marketing expenses and administrative
expenses.  For the six months ended June 30, 2009, total operating
expenses were $3,775,045, consisting of sales and marketing costs of $1,372,304
and administrative costs of $2,402,761, while total operating expenses for the
six months ended June 30, 2008 were $1,907,866, consisting of sales and
marketing costs of $995,376 and administrative costs of $912,490, representing
an increase in total operating expenses of approximately 98%.  As a
percentage of sales, operating expenses were approximately 42% and 11% for the
six months ended June 30, 2009 and 2008, respectively.  The increase
in operating expenses is due to costs related to the addition of sales people in
our commercial sales department, an increase in salaries, and a one-time cost
associated with our acquisition of Rupinvest.  The increase can be
further explained by the stock compensation expense resulting from a grant of
stock options in January 2009 and amortization of our intangibles resulting from
our September 2008 reverse merger, both of which are non-cash
transactions.
  8
  Income
taxes.  For the six months ended June 30, 2009 and 2008, we
recorded a tax benefit of $1,126,487 and a tax expense of $204,336,
respectively.  The change in income taxes relates primarily to the
loss from operations for the six months ended June 30, 2009.  The
change in fair value of financial instruments of $2,183,498 for the three months
ended June 30, 2009 was not subject to income taxes, and thus, we had a taxable
loss for that period.  Additionally, for the six months ended June 30,
2008, we were not subject to tax federal income tax reporting
purposes.
 
 Net income
(loss).  We had net income of $462,233 for the six months ended June
30, 2009 compared to net income of $274,569 for the six months ended June
30, 2008.
  LIQUIDITY
 
 Cash
Flows
 (in
      thousands)
                          
                          Six
      Months Ended
                            June
      30, 2009
                          
                          
                          Six
      Months Ended
                            June
      30, 2008Net
      cash used in operating activities
                          
                          $
                          (5,424,598
                          )
                          
                          $
                          (785,450
                          )Net
      cash used in investing activities
                          
                          $
                          (74,562
                          )
                          
                          $
                          (87,412
                          )Net
      cash provided by financing activities
                          
                          $
                          3,350,682
                          
                          
                          $
                          499,282Net
      decrease in cash and cash equivalents
                          
                          $
                          (2,218,189
                          )
                          
                          $
                          (350,430
                          )
  Net cash
flows used in operating activities was $5,424,598 for the six months ended June
30, 2009, while net cash flows used in operating activities was
$785,450 for the six months ended June 30, 2008.  The decrease in net
cash flows from operating activities between the two periods was mainly due to
net income before the adjustment for the fair value gain of warrants, an
increase in accounts payable, an increase in deferred taxes, and an increase in
inventory.
 
 Net cash
flows used in investing activities was $74,562 for the six months ended
June 30, 2009, while net cash flows used in investing activities was $87,412 for
the six months ended June 30, 2008.  We consider the change between
the two periods to be immaterial.
 
 Net cash
flows provided by financing activities was $3,350,682 for the six months
ended June 30, 2009, while net cash flows provided by financing activities
was $499,282 for the six months ended June 30, 2008.  The increase in
net cash flows from financing activities was mainly due to the issuance of
our Series B Convertible Preferred Stock in exchange for net proceeds of $3
million during the first half of 2009.
 
 Material
Impact of Known Events on Liquidity
 
 Our
business is exposed to risks associated with the ongoing financial crisis and
weakening global economy, which may have a material impact on our short-term and
long-term liquidity as a result of the uncertainty of project financing for
commercial solar installations and the risk of non-payment from both commercial
and residential customers.  The recent severe tightening of the credit
markets, turmoil in the financial markets, and weakening global economy are
contributing to slowdowns in the solar industry, which slowdowns may worsen if
these economic conditions are prolonged or deteriorate further.  The
market for installation of solar power systems depends largely on commercial and
consumer capital spending.  Economic uncertainty exacerbates negative
trends in these areas of spending, and may cause our customers to push out,
cancel, or refrain from placing orders, which may reduce our net
sales.  Difficulties in obtaining capital and deteriorating market
conditions may also lead to the inability of some customers to obtain affordable
financing, including traditional project financing and tax-incentive based
financing and home equity-based financing, resulting in lower sales to potential
customers with liquidity issues, and may lead to an increase of incidents where
our customers are unwilling or unable to pay for systems they purchase, and
additional bad debt expense for the Company.  Further, these
conditions and uncertainty about future economic conditions may make it
challenging for us to obtain equity and debt financing to meet our working
capital requirements to support our business.
  There are
no other known events that are expected to have a material impact on our
short-term or long-term liquidity.
  Capital
Resources
 
 We have
financed our operations primarily through cash flows from operations and
borrowings. On September 9, 2008, we received gross proceeds of $7,000,000 from
a private placement financing transaction, and on June 16, 2009, we received
gross proceeds of $3,000,000 from another private placement financing
transaction.  We also have a $7,000,000 credit line that is utilized
solely for working capital and capital expenditures, which expires on July 13,
2011.  Thus, we believe that our current cash and cash equivalents,
anticipated cash flow from operations, net proceeds from the private placement
financings, and line of credit will be sufficient to meet our anticipated cash
needs, including our cash needs for working capital and capital expenditures for
at least the next 12 months. The proceeds from the private placement financings
will be used for general working capital purposes (including funding the
purchase of additional inventory and advertising and marketing expenses) and for
other acquisitions we may decide to pursue.
 
 We may,
however, require additional cash due to changes in business conditions or other
future developments, including any investments or acquisitions we may decide to
pursue. To the extent it becomes necessary to raise additional cash in the
future, we may seek to raise it through the sale of debt or equity securities,
funding from joint-venture or strategic partners, debt financing or loans,
issuance of common stock or a combination of the foregoing. 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.
  9
  CONTRACTUAL
OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS
 
 Lines
of Credit
  On July
13, 2009, we entered into a loan agreement with Umpqua Bank, an Oregon
corporation, for a line of credit of up to $12 million, maturing on July 13,
2011.  The agreement provides for an initial line of credit of $7
million, provided, however, that we may request no more than twice prior to the
maturity date that the line of credit be increased to an amount not to exceed
$12 million in the event we acquire another subsidiary and require additional
working capital for such subsidiary.  The line of credit is secured by
our assets and by the assets of Premier Power California, Bright Future, and
Premier Power Spain.  The line of credit bears interest at the prime
rate, provided, however, that the interest rate will not be less than five
percent (5%) per annum.  At August 14, 2009, the interest rate was
5%. As of August 14, 2009, there is $1,700,000 outstanding under our
agreement with Umpqua Bank.
  Additionally,
on June 1, 2009, Premier Power Spain opened an unsecured line of credit for
$138,710, which has interest terms of Euribor + 1 and is due in full on August
25, 2009.
 
 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 June 30, 2009, and
the effect these obligations are expected to have on our liquidity and cash
flows in future periods.
 
 Payments
      Due by PeriodTotal
                              
                              
                              Less
      than 1
                                year
                              
                              
                              1-3
      Years
                              
                              
                              3-5
      Years
                              
                              
                              5
      years +Contractual Obligations:Bank
      Indebtedness
                              
                              $
                              594,570
                              
                              
                              $
                              161,754
                              
                              
                              $
                              166,482
                              
                              
                              $
                              261,262
                              
                              
                              $
                              5,072Other
      IndebtednessOperating
      Leases
                              
                              
                              81,948
                              
                              
                              
                              56,039
                              
                              
                              
                              25,909
                              
                              
                              
                              -
                              
                              
                              
                              -Totals:
                              
                              $
                              676,518
                              
                              
                              $
                              217,793
                              
                              
                              $
                              192,391
                              
                              
                              $
                              261,262
                              
                              
                              $
                              5,072
 
 Off-Balance
Sheet Arrangements
 
 We have
not entered into any other financial guarantees or other commitments to
guarantee the payment obligations of any third parties. We have not entered into
any derivative contracts that are indexed to our shares and classified as
stockholders’ equity or that are not reflected in our financial statements.
Furthermore, we do not have any retained or contingent interest in assets
transferred to an unconsolidated entity that serves as credit, liquidity or
market risk support to such entity. We do not have any variable interest in any
unconsolidated entity that provides financing, liquidity, market risk or credit
support to us or engages in leasing, hedging or research and development
services with us.
 
 ITEM
3.          QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
 
 Not
applicable.
  10
  ITEM
4.          CONTROLS AND
PROCEDURES
 
 Disclosure
Controls and Procedures
 
 As of the
end of the period covered by this report, we carried out an evaluation, under
the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).  Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were effective as of the end of the applicable period to
ensure that the information required to be disclosed by the Company in reports
that it files or submits under the Exchange Act (i) is recorded, processed,
summarized, and reported within the time periods specified in Securities and
Exchange Commission rules and forms and (ii) is accumulated and communicated to
our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required
disclosures.
 
 Changes
in Internal Control over Financial Reporting
 
 There was
no change in our internal control over financial reporting during our most
recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial
reporting.
  11
  PART
II - OTHER INFORMATION
 
 ITEM
1.          LEGAL PROCEEDINGS
 
 There
have been no material developments during the quarter ended June 30, 2009 in any
material pending legal proceedings to which the Company is a party or of which
any of our property is the subject.
 
 ITEM
2.          UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
 
 There are
no unregistered sales of equity securities during the quarter ended June 30,
2009 to report that have not already been disclosed in a Current Report on Form
8-K.
 
 ITEM
3.          DEFAULTS UPON SENIOR
SECURITIES
 
 None.
 
 ITEM
4.          SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
 
 None.
 
 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.
 
 ITEM
6.          EXHIBITS
 
 Exhibit
                          Number
                        
                        Description2.1
                        
                        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)3.6
                        
                        Amendment
      to Certificate of Incorporation, filed November 24, 2008 with the
      Secretary of State of Delaware (4)3.7
                        
                        Amendment
      to Bylaws (5)3.8
                        
                        Certificate
      of Designation of Preferences, Rights and Limitations of Series B
      Convertible Preferred Stock, filed with the Delaware Secretary of State on
      June 12, 2009 (8)
  12
  10.1
                      
                      Second Amendment to Registration
      Rights Agreement between the Registrant, Genesis Capital Advisors, LLC,
      and Vision Opportunity Master Fund, Ltd., dated May 1, 2009 (6)10.2
                      
                      Share
      Exchange Agreement between the Registrant, Rupinvest Sarl, and Esdras
      Ltd., dated June 3, 2009 (7)10.3
                      
                      Securities Purchase Agreement
      between the Registrant and Vision Opportunity Master Fund, Ltd., dated
      June 16, 2009 (8)10.4
                      
                      Waiver
      of Anti-Dilution Rights of Series A Preferred Stock by Vision Opportunity
      Master Fund, Ltd., dated June 16, 2009 (8)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.(4)
              Filed
      on November 26, 2008 as an exhibit to our Current Report on Form 8-K, and
      incorporated herein by reference.(5)
              Filed
      on January 16, 2009 as an exhibit to our Current Report on Form 8-K, and
      incorporated herein by reference.(6)
              Filed
      on May 4, 2009 as an exhibit to our Current Report on Form 8-K, and
      incorporated herein by reference.(7)
              Filed on June 8, 2009
      as an exhibit to our
      Current Report on Form 8-K, and incorporated herein by
      reference.(8)
              Filed on June 18, 2009
      as an exhibit to our
      Current Report on Form 8-K, and incorporated herein by
      reference.
  13
  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:
      August 14, 2009
                        By:
                        /s/
      Dean MarksDean
      MarksChief
      Executive Officer and PresidentDate:
      August 14, 2009
                        By:
                        /s/
      Teresa KelleyTeresa
      KelleyChief
      Financial
Officer
  14