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 endedJune 30, 2012



| |  ̈ | 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)
(Zip Code)



(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.

xYesoNo



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).xYesoNo



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 ̈                                             |  | Accelerated filer ̈        
|-------------------------------------------------------------------- |  | --------------------------
|                                                                     |  |                           
|Non-accelerated filer ̈(do not check if a smaller reporting 
company) |  | Smaller reporting companyx



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ̈YesxNo



The registrant had 30,752,709 shares of
common stock, $0.0001 par value per share, issued and outstanding as of August 10, 2012.











PREMIER POWER RENEWABLE ENERGY, INC.

TABLE OF CONTENTS

TO QUARTERLY REPORT ON FORM 10-Q

FOR QUARTER ENDED JUNE 30, 2012



|                               |  |                                                                                       |  | Page
|------------------------------ |  | ------------------------------------------------------------------------------------- |  | ----
|PART I - FINANCIAL INFORMATION |  |                                                                                      
|                               |  |                                                                                       |  |     
|Item 1.                        |  | Financial Statements                                                                  |  | F-1 
|                               |  |                                                                                       |  |     
|Item 2.                        |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 3   
|                               |  |                                                                                       |  |     
|Item 4.                        |  | Controls and Procedures                                                               |  | 12  
|                               |  |                                                                                       |  |     
|PART II - OTHER INFORMATION    |  |                                                                                      
|                               |  |                                                                                       |  |     
|Item 6.                        |  | Exhibits                                                                              |  | 13  
|                               |  |                                                                                      
|Signatures                     |  | 14                                                                                   







2







PART I - FINANCIAL INFORMATION



Item 1.  Financial Statements.



PREMIER POWER RENEWABLE ENERGY, INC.



CONSOLIDATED BALANCE SHEETS



(in thousands, except share data)



(unaudited)





|                                                                                                                                                                                                                                                                      |  | June 30, |         |   | December 31, |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | ------- | - | ------------ | -
|                                                                                                                                                                                                                                                                      |  | 2012     |         |   | 2011         |  
|ASSETS                                                                                                                                                                                                                                                                |  |          |         |   |              |  
|Current assets:                                                                                                                                                                                                                                                       |  |          |         |   |              |  
|Cash and cash equivalents                                                                                                                                                                                                                                             |  | $        | 389     |   |              | $
|Accounts receivable, net of allowance for doubtful accounts of  $147  and  $ 252  at June 30, 2012 and December 31, 2011, respectively                                                                                                                                |  |          | 22,190  |   |              |  
|Inventory                                                                                                                                                                                                                                                             |  |          | 3,226   |   |              |  
|Prepaid expenses and other current assets                                                                                                                                                                                                                             |  |          | 3,043   |   |              |  
|Costs and estimated earnings in excess of billings on uncompleted contracts                                                                                                                                                                                           |  |          | 3,544   |   |              |  
|Other receivables                                                                                                                                                                                                                                                     |  |          | 59      |   |              |  
|Total current assets                                                                                                                                                                                                                                                  |  |          | 32,451  |   |              |  
|                                                                                                                                                                                                                                                                      |  |          |         |   |              |  
|Property and equipment, net                                                                                                                                                                                                                                           |  |          | 222     |   |              |  
|Intangible assets, net                                                                                                                                                                                                                                                |  |          | 687     |   |              |  
|Goodwill                                                                                                                                                                                                                                                              |  |          | 5,812   |   |              |  
|Other noncurrent assets                                                                                                                                                                                                                                               |  |          | 577     |   |              |  
|Total assets                                                                                                                                                                                                                                                          |  | $        | 39,749  |   |              | $
|                                                                                                                                                                                                                                                                      |  |          |         |   |              |  
|LIABILITIES, CONTINGENTLY REDEEMABLE PREFERRED STOCK, AND SHAREHOLDERS' EQUITY                                                                                                                                                                                        |  |          |         |   |              |  
|Current liabilities:                                                                                                                                                                                                                                                  |  |          |         |   |              |  
|Accounts payable                                                                                                                                                                                                                                                      |  | $        | 25,277  |   |              | $
|Accrued liabilities                                                                                                                                                                                                                                                   |  |          | 4,001   |   |              |  
|Billings in excess of costs and estimated earnings on uncompleted contracts                                                                                                                                                                                           |  |          | 4,165   |   |              |  
|Income taxes payable                                                                                                                                                                                                                                                  |  |          | -       |   |              |  
|Deferred tax liabilities                                                                                                                                                                                                                                              |  |          | 38      |   |              |  
|Customer deposits                                                                                                                                                                                                                                                     |  |          | 287     |   |              |  
|Borrowings, current                                                                                                                                                                                                                                                   |  |          | 861     |   |              |  
|Total current liabilities                                                                                                                                                                                                                                             |  |          | 34,629  |   |              |  
|                                                                                                                                                                                                                                                                      |  |          |         |   |              |  
|Borrowings, non-current                                                                                                                                                                                                                                               |  |          | 389     |   |              |  
|Other noncurrent liabilities                                                                                                                                                                                                                                          |  |          | 1,394   |   |              |  
|Total liabilities                                                                                                                                                                                                                                                     |  |          | 36,412  |   |              |  
|                                                                                                                                                                                                                                                                      |  |          |         |   |              |  
|Commitments and contingencies (Note 5)                                                                                                                                                                                                                                |  |          |         |   |              |  
|                                                                                                                                                                                                                                                                      |  |          |         |   |              |  
|Contingently redeemable preferred stock:                                                                                                                                                                                                                              |  |          |         |   |              |  
|Series C convertible preferred stock, contingently redeemable at $2,350,000, par value $.0001 per share: 2,350,000 shares designated; 20,000,000 shares of preferred stock authorized; 2,350,000 shares issued and outstanding at June 30, 2012 and December 31, 2011 |  |          | 1,819   |   |              |  
|                                                                                                                                                                                                                                                                      |  |          |         |   |              |  
|Shareholders' equity:                                                                                                                                                                                                                                                 |  |          |         |   |              |  
|Series A convertible preferred stock, par value $.0001 per share: 5,000,000 shares designated; 20,000,000 shares of preferred stock authorized; 3,500,000 shares issued and outstanding at June 30, 2012 and December 31, 2011                                        |  |          | -       |   |              |  
|Series B convertible preferred stock, par value $.0001 per share: 2,800,000 shares designated; 20,000,000 shares of preferred stock authorized; 2,800,000 shares issued and outstanding at June 30, 2012 and December 31, 2011                                        |  |          | -       |   |              |  
|Common stock, par value $.0001 per share; 60,000,000 shares authorized; 29,452,709 and 29,316,209 shares issued and outstanding at   June 30, 2012 and December 31, 2011, respectively                                                                                |  |          | 3       |   |              |  
|Additional paid-in-capital                                                                                                                                                                                                                                            |  |          | 23,920  |   |              |  
|Accumulated deficit                                                                                                                                                                                                                                                   |  |          | (19,922 | ) |              |  
|Accumulated other comprehensive loss                                                                                                                                                                                                                                  |  |          | (2,483  | ) |              |  
|Total shareholders' equity                                                                                                                                                                                                                                            |  |          | 1,518   |   |              |  
|Total liabilities, contingently redeemable preferred stock, and  shareholders' equity                                                                                                                                                                                 |  | $        | 39,749  |   |              | $



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



F-1







PREMIER POWER RENEWABLE ENERGY, INC.



CONSOLIDATED STATEMENTS OF OPERATIONS



(in thousands, except per share data)



(unaudited)



|                                                                                                       |  | For the Three Months Ended June 30, |         |   | For the Six Months Ended June 30, |  
|------------------------------------------------------------------------------------------------------ |  | ----------------------------------- | ------- | - | --------------------------------- | -
|                                                                                                       |  | 2012                                |         |   | 2011                              |  
|                                                                                                       |  |                                     |         |   |                                   |  
|Revenues                                                                                               |  | $                                   | 21,334  |   |                                   | $
|Cost of revenues                                                                                       |  |                                     | (19,864 | ) |                                   |  
|Gross margin                                                                                           |  |                                     | 1,470   |   |                                   |  
|                                                                                                       |  |                                     |         |   |                                   |  
|Operating expenses:                                                                                    |  |                                     |         |   |                                   |  
|Selling and marketing                                                                                  |  |                                     | 450     |   |                                   |  
|General and administrative                                                                             |  |                                     | 1,232   |   |                                   |  
|Loss on impairment of goodwill                                                                         |  |                                     | 5,000   |   |                                   |  
|Total operating expenses                                                                               |  |                                     | 6,682   |   |                                   |  
|                                                                                                       |  |                                     |         |   |                                   |  
|Operating loss                                                                                         |  |                                     | (5,212  | ) |                                   |  
|                                                                                                       |  |                                     |         |   |                                   |  
|Other income (expense):                                                                                |  |                                     |         |   |                                   |  
|Interest expense                                                                                       |  |                                     | (14     | ) |                                   |  
|Other income                                                                                           |  |                                     | 30      |   |                                   |  
|Change in fair value of contingent consideration liability                                             |  |                                     | -       |   |                                   |  
|Loss on extinguishment of contingent consideration liability                                           |  |                                     | -       |   |                                   |  
|Interest income                                                                                        |  |                                     | 15      |   |                                   |  
|Total other income (expense), net                                                                      |  |                                     | 31      |   |                                   |  
|                                                                                                       |  |                                     |         |   |                                   |  
|Loss before income taxes                                                                               |  |                                     | (5,181  | ) |                                   |  
|                                                                                                       |  |                                     |         |   |                                   |  
|Income tax (provision) benefit                                                                         |  |                                     | (134    | ) |                                   |  
|                                                                                                       |  |                                     |         |   |                                   |  
|Net loss                                                                                               |  |                                     | (5,315  | ) |                                   |  
|                                                                                                       |  |                                     |         |   |                                   |  
|Less: Deemed dividend related to beneficial conversion feature on issuance of Series C Preferred Stock |  |                                     | -       |   |                                   |  
|                                                                                                       |  |                                     |         |   |                                   |  
|Loss attributable to common shareholders                                                               |  | $                                   | (5,315  | ) |                                   | $
|                                                                                                       |  |                                     |         |   |                                   |  
|Loss Per Share:                                                                                        |  |                                     |         |   |                                   |  
|                                                                                                       |  |                                     |         |   |                                   |  
|Basic                                                                                                  |  | $                                   | (0.18   | ) |                                   | $
|Diluted                                                                                                |  | $                                   | (0.18   | ) |                                   | $
|                                                                                                       |  |                                     |         |   |                                   |  
|Weighted Average Shares Outstanding:                                                                   |  |                                     |         |   |                                   |  
|                                                                                                       |  |                                     |         |   |                                   |  
|Basic                                                                                                  |  |                                     | 29,365  |   |                                   |  
|Diluted                                                                                                |  |                                     | 29,365  |   |                                   |  



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



F-2







PREMIER POWER RENEWABLE ENERGY, INC.



CONSOLIDATED STATEMENTS OF COMPREHENSIVE
LOSS



(in thousands)



(unaudited)



|                                         |  | For the Three Months Ended June 30, |        |   | For the Six Months Ended June 30, |  
|---------------------------------------- |  | ----------------------------------- | ------ | - | --------------------------------- | -
|                                         |  | 2012                                |        |   | 2011                              |  
|                                         |  |                                     |        |   |                                   |  
|Net loss                                 |  | $                                   | (5,315 | ) |                                   | $
|Other comprehensive income:              |  |                                     |        |   |                                   |  
|Foreign currency translation adjustments |  |                                     | (811   | ) |                                   |  
|                                         |  |                                     |        |   |                                   |  
|Comprehensive loss                       |  | $                                   | (6,126 | ) |                                   | $



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



F-3









PREMIER POWER RENEWABLE ENERGY, INC.



CONSOLIDATED STATEMENTS OF CASH FLOWS



(in thousands)



(unaudited)



|                                                                            |  | For the Six Months Ended June 30, |        
|--------------------------------------------------------------------------- |  | --------------------------------- | -------
|                                                                            |  | 2012                              |        
|Cash flows from operating activities:                                       |  |                                   |        
|Net loss                                                                    |  | $                                 | (6,461 
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                   |        
|Foreign currency transaction gains                                          |  |                                   | (55    
|Share-based compensation                                                    |  |                                   | 257    
|Shares issued in exchange for services                                      |  |                                   | 6      
|Depreciation and amortization                                               |  |                                   | 115    
|Gain on sale of assets                                                      |  |                                   | (34    
|Loss on impairment of goodwill                                              |  |                                   | 5,000  
|Change in fair value of contingent consideration liability                  |  |                                   | -      
|Loss on extinguishment of contingent consideration liability                |  |                                   | -      
|Deferred taxes                                                              |  |                                   | 31     
|Changes in operating assets and liabilities:                                |  |                                   |        
|Accounts receivable                                                         |  |                                   | (11,727
|Inventory                                                                   |  |                                   | (1,248 
|Prepaid expenses and other current assets                                   |  |                                   | 1,072  
|Costs and estimated earnings in excess of billings                          |  |                                   |        
|on uncompleted contracts                                                    |  |                                   | (3,016 
|Other receivables                                                           |  |                                   | (6     
|Accounts payable                                                            |  |                                   | 12,911 
|Accrued liabilities                                                         |  |                                   | 1,536  
|Billings in excess of costs and estimated earnings                          |  |                                   |        
|on uncompleted contracts                                                    |  |                                   | 1,224  
|Taxes payable                                                               |  |                                   | (491   
|Customer deposits                                                           |  |                                   | 238    
|Net cash used in operating activities                                       |  |                                   | (648   
|                                                                            |  |                                   |        
|Cash flows from investing activities:                                       |  |                                   |        
|Acquisition of property and equipment                                       |  |                                   | (45    
|Proceeds from sales of property and equipment                               |  |                                   | 44     
|Net cash used in investing activities                                       |  |                                   | (1     
|                                                                            |  |                                   |        
|Cash flows from financing activities:                                       |  |                                   |        
|Principal payments on borrowings                                            |  |                                   | (322   
|Net borrowings on line of credit                                            |  |                                   | -      
|Proceeds from borrowings                                                    |  |                                   | 314    
|Proceeds from issuance of preferred stock and warrants, net of costs        |  |                                   | -      
|Net cash (used in) provided by financing activities                         |  |                                   | (8     
|Effect of foreign currency                                                  |  |                                   | (159   
|(Decrease) increase in cash and cash equivalents                            |  |                                   | (816   
|Cash and cash equivalents at beginning of period                            |  |                                   | 1,205  
|Cash and cash equivalents at end of period                                  |  | $                                 | 389    



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



F-4







PREMIER POWER RENEWABLE ENERGY, INC.



CONSOLIDATED STATEMENTS OF CASH FLOWS



(in thousands)



(Continued)



|                                                                                                             |  | For the Six Months Ended June 30, |    
|------------------------------------------------------------------------------------------------------------ |  | --------------------------------- | ---
|                                                                                                             |  | 2012                              |    
|Supplemental cash flow information:                                                                          |  |                                   |    
|Interest paid                                                                                                |  | $                                 | 51 
|Taxes paid                                                                                                   |  | $                                 | -  
|                                                                                                             |  |                                   |    
|Non-cash investing and financing activities:                                                                 |  |                                   |    
|                                                                                                             |  |                                   |    
|Financing of prepaid insurance through short term notes payable                                              |  | $                                 | 133
|Exchange of inventory and property and equipment in satisfaction of borrowings                               |  | $                                 | 72 
|Reclassification of contingent consideration liability to equity                                             |  |                                   |    
|Deemed dividend related to beneficial conversion feature on issuance of Series C Convertible Preferred Stock |  |                                   |    



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



F-5







PREMIER POWER RENEWABLE ENERGY, INC.



CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
EQUITY



For the Six Months Ended June 30, 2012



(in thousands)



(unaudited)



|                                               |  | Common Stock |        |  | Series A – Preferred
    Stock |   |   | Series B - Preferred
    Stock |  |  | Additional
    Paid- In |  |  | Accumulated |   |  | Accumulated
    Other Comprehensive |  |       |         | 
|---------------------------------------------- |  | ------------ | ------ |  | ------------------------------ | - | - | ------------------------------ |  |  | ----------------------- |  |  | ----------- | - |  | ----------------------------------- |  | ----- | ------- | 
|                                               |  | Shares       |        |  | Amount                         |   |   | Shares                         |  |  | Amount                  |  |  | Shares      |   |  | Amount                              |  |       | Capital | 
|                                               |  |              |        |  |                                |   |   |                                |  |  |                         |  |  |             |   |  |                                     |  |       |         | 
|Balance at January 1, 2012                     |  |              | 29,316 |  |                                | $ | 3 |                                |  |  | 3,500                   |  |  | $           | - |  |                                     |  | 2,800 |         | 
|                                               |  |              |        |  |                                |   |   |                                |  |  |                         |  |  |             |   |  |                                     |  |       |         | 
|Net loss                                       |  |              |        |  |                                |   |   |                                |  |  |                         |  |  |             |   |  |                                     |  |       |         | 
|Foreign currency translation adjustment        |  |              |        |  |                                |   |   |                                |  |  |                         |  |  |             |   |  |                                     |  |       |         | 
|Issuance of common stock for services provided |  |              | 30     |  |                                |   | - |                                |  |  |                         |  |  |             |   |  |                                     |  |       |         | 
|Share-based compensation                       |  |              | 107    |  |                                |   | - |                                |  |  |                         |  |  |             |   |  |                                     |  |       |         | 
|                                               |  |              |        |  |                                |   |   |                                |  |  |                         |  |  |             |   |  |                                     |  |       |         | 
|Balance at June 30, 2012                       |  |              | 29,453 |  |                                | $ | 3 |                                |  |  | 3,500                   |  |  | $           | - |  |                                     |  | 2,800 |         | 



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



F-6







PREMIER POWER RENEWABLE ENERGY, INC.



Notes to Consolidated Financial Statements

(unaudited)



1.            
ORGANIZATION AND NATURE OF BUSINESS



Premier Power Renewable Energy, Inc., a Delaware corporation
(“Parent”), through its wholly owned subsidiaries, Premier Power Renewable Energy, Inc., a California corporation (“Premier
Power California”), and Rupinvest Sarl (“Rupinvest”), and Premier Power California’s two wholly owned subsidiaries,
Bright Future Technologies LLC (“Bright Future”) and Premier Power Sociedad Limitada (“Premier Power Spain”),
and Rupinvest’s two wholly owned subsidiaries, Premier Power Italy S.p.A. (“Premier Power Italy”) and Premier
Power Development S.r.l. (“Premier Power Development”) (collectively the “Company”) distributes solar components
and designs, engineers, and installs photovoltaic systems globally.



2.            
SIGNIFICANT ACCOUNTING POLICIES



Basis of Presentation – The accompanying consolidated
financial statements have been prepared in accordance with generally accepted accounting principles accepted in the United States
(“GAAP”) for interim financial information.  They should be read in conjunction with the consolidated financial
statements and related notes to the Company’s consolidated financial statements for the years ended December 31, 2011 and
2010 appearing in the Company’s Form 10-K for the fiscal year ended December 31, 2011 that is filed with the Securities and
Exchange Commission.  The June 30, 2012 and 2011 unaudited interim consolidated financial statements on Form 10-Q have been
prepared pursuant to the rules and regulations of the Securities and Exchange Commission 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 operations 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 for
the Parent and its subsidiaries. Intercompany balances, transactions, and cash flows are eliminated on consolidation.



Concentrations and Credit Risk – Three customers
accounted for 44%, 17%, and 16%, respectively, of the Company’s revenues for the three months ended June 30, 2012.    Three
customers accounted for 26%, 22%, and 10%, respectively, of the Company’s revenues for the three months ended June 30, 2011. 
Three customers accounted for 50%, 11%, and 11%, respectively, of the Company’s revenues for the six months ended June 30,
2012.  Two customers accounted for 35% and 15%, respectively, of the Company’s revenues for the six months
ended, June 30, 2011.  Accounts receivable primarily consist of trade receivables and amounts due from state agencies and
utilities for rebates on solar systems installed.  At June 30, 2012, the Company had two customers that accounted for 44%
and 21% of the Company’s accounts receivable.  At December 31, 2011, the Company had four customers that accounted for
27%, 15%, 13%, 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. 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 change in allowance for doubtful accounts was due to a write-off of uncollectible
receivables balances of $0.2 million offset by bad debt expense of $0.1 million.



The Company purchases its solar modules 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
modules will be available.



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, evaluation of goodwill impairment, and income taxes. Actual results could differ
from those estimates.



F-7







PREMIER POWER RENEWABLE ENERGY, INC.



Notes to Consolidated Financial Statements

(unaudited)



Goodwill and Other Intangible Assets – The Company
does not amortize goodwill, but rather tests goodwill for impairment at least annually. We determine the fair value using a weighted
market and income approach. Under the income approach, we calculate the fair value of a reporting unit based on the present value
of estimated future cash flows. Under the market approach, we calculate the fair value of the reporting unit using selected comparable
companies’ revenue multiples and apply an average of such companies’ multiples to the reporting unit’s revenue.
If the fair value of the reporting unit exceeds the carrying value of the net assets including goodwill assigned to that unit,
goodwill is not impaired. If the carrying value of the reporting unit’s net assets including goodwill exceeds the fair value
of the reporting unit, then we determine the implied fair value of the reporting unit’s goodwill. If the carrying value of
a reporting unit’s goodwill exceeds its implied fair value, then an impairment of goodwill has occurred, and we recognize
an impairment loss for the difference between the carrying amount and the implied fair value of goodwill as a component of operating
income. The Company tests goodwill for impairment annually on September 30, and whenever events occur or circumstances change that
would more likely than not reduce the fair value of the goodwill below its carrying amount. The Company performed its annual impairment
analysis as of September 30, 2011 and no impairment charge was recorded as a result of either of these tests.



We believe the transaction disclosed in Note 8 which indicated
a significant decline in the market value of the Company represented a trigging event that required testing of goodwill for impairment.
Accordingly, we tested goodwill for impairment at June 30, 2012. Certain assumptions used to determine the fair value of our Italian
reporting unit for the purposes of the goodwill impairment test were revised, as of June 30, 2012 to reflect (1) reductions in
the Italian feed-in-tariff that may affect future operating results; (2) the delay in our Italian reporting unit to expand its
operations outside of the Italian market place; and (3) the decline in the overall market cap of the Company over the previous
twelve months.  The Company has not completed step two of the two-step goodwill impairment test as it is in preparation of
its annual impairment analysis as of September 30, 2012.  However, the Company has concluded that a goodwill impairment loss
is probable and can be reasonably estimated.  As a result, the Company has recorded an estimated impairment loss of goodwill
related to the Italian reporting unit of $5.0 million as of June 30, 2012.  The Company may incur an additional impairment
charge as it completes its annual impairment analysis as of September 30, 2012.



The change in the carrying amount of goodwill for the six months
ended June 30, 2012 and 2011 were as follows:



|                                             |  | For the Six Months Ended June 30, |       
|-------------------------------------------- |  | --------------------------------- | ------
|                                             |  | 2012                              |       
|                                             |  | (in thousands)                    |       
|Beginning Balance                            |  | $                                 | 11,118
|Loss on impairment                           |  |                                   | (5,000
|Changes due to foreign currency fluctuations |  |                                   | (306  
|Ending Balance                               |  | $                                 | 5,812 



The carrying amount of goodwill by reportable segment is as
follows:



|               |  | June 30,       |       |  | December 31, |  
|-------------- |  | -------------- | ----- |  | ------------ | -
|               |  | 2012           |       |  | 2011         |  
|               |  | (in thousands) |      
|Other European |  | $              | 483   |  |              | $
|Italy          |  |                | 5,329 |  |              |  
|               |  | $              | 5,812 |  |              | $



Intangible assets, consisting of a customer list, trademarks,
and an employee contract, are amortized over their estimated useful lives ranging from 2-17 years.



Product Warranties – The Company warrants its projects
for labor and materials associated with its installations. The Company’s warranty is ten years in California and generally
five to ten years elsewhere in the U.S. depending upon each state’s specific requirements. Premier Power Italy provides a
ten year warranty covering the labor and materials associated with its installations. Premier Power Spain provides a one year warranty
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 accrued warranty reserve for the three and six months ended June 30, 2012
and 2011 were as follows:



F-8







PREMIER POWER RENEWABLE ENERGY, INC.



Notes to Consolidated Financial Statements

(unaudited)



|                                                                |  | For the Three Months Ended June 30, |     |   | For the Six Months Ended June 30, |  
|--------------------------------------------------------------- |  | ----------------------------------- | --- | - | --------------------------------- | -
|                                                                |  | 2012                                |     |   | 2011                              |  
|                                                                |  | (in thousands)                      |     |   | (in thousands)                    |  
|Beginning accrued warranty balance                              |  | $                                   | 696 |   |                                   | $
|                                                                |  |                                     |     |   |                                   |  
|Accruals related to warranties issued during period             |  |                                     | (2  | ) |                                   |  
|                                                                |  |                                     |     |   |                                   |  
|Reduction for labor payments and claims made under the warranty |  |                                     | (76 | ) |                                   |  
|                                                                |  |                                     |     |   |                                   |  
|Ending accrued warranty balance                                 |  | $                                   | 618 |   |                                   | $



For certain solar projects, primarily in Europe, we enter into
warranties for the performance of a solar system upon completion of the project. We warrant that the solar system will perform
at certain performance ratios based on the energy generated versus irradiance levels. Our exposure under these warranties is currently
limited to the amount of fees we are to receive for performing maintenance services over a limited period of time (usually two
years) and that would be forgone by us in the event the system did not perform as expected. To date, we have not incurred lost
revenue under these arrangements, and the total of future revenues subject to forfeiture is not material.



The Company provides no warranty to its customers related to
distribution sales. Any warranties provided are provided directly to the customer by the manufacturer.



Foreign Currency – The functional currency of Premier
Power Italy, Premier Power Development, and Premier Power Spain is the Euro. Their assets and liabilities are translated at period-end
exchange rates, including goodwill, except for certain non-monetary balances, which are translated at historical rates. All income
and expense amounts of Premier Power Italy and Premier Power Spain are translated at average exchange rates for the respective
period. Translation gains and losses are not included in determining net income (loss) 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 three and six months ended June 30, 2012, the foreign currency transaction gain
$0.01 million and $0.05 million, respectively. For the three and six months ended June 30, 2011, the foreign currency transaction
gain was $0.1 million and $0.1 million, respectively.



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. At June 30, 2012 and 2011, the Company has a full
valuation allowance for the net deferred tax asset associated with its U.S. operations. Prior to September 2008, the Company was
not subject to federal income tax.



FASB ASC 740-10 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 provides guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure, and transition.  The Company recognized no material adjustment in the liability for unrecognized
income tax benefits as of June 30, 2012 and 2011. The Company does not expect there to be any material change to the assessment
of uncertain tax positions over the next twelve months.



Premier Power Italy and Premier Power Development are organized
under the laws of Italy and are subject to federal and provincial taxes. Premier Power Spain is organized under the laws of Spain
and is subject to federal and provincial taxes.



F-9







PREMIER POWER RENEWABLE ENERGY, INC.



Notes to Consolidated Financial Statements

(unaudited)



Reclassifications –Certain reclassifications
were made to prior year amounts to conform to the current year presentation.



Recently Issued Accounting Pronouncements



In May 2011, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update ("ASU") No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure
Requirements in U.S. GAAP and IFRS("ASU 2011-04"). This ASU represents the converged guidance of the FASB and the
International Accounting Standards Board on fair value measurement. ASU 2011-04 sets forth common requirements for measuring fair
value and for disclosing information about fair value measurements, including a consistent meaning of the term "fair value."
The adoption of ASU 2011-04 became effective for the Company's interim and annual periods beginning January 1, 2012 and did not
have a material impact on the Company's consolidated financial statements as the changes relate only to additional disclosures.



In June 2011, the FASB issued ASU No 2011-05, Presentation
of Comprehensive Income ("ASU 2011-05"), which revises the manner in which companies present comprehensive income
in their financial statements. The new guidance removes the current option to report other comprehensive income and its components
in the statement of changes in equity and instead requires presenting in one continuous statement of comprehensive income or two
separate but consecutive statements. The adoption of ASU 2011-05 became effective for the Company's interim and annual periods
beginning January 1, 2012. We adopted this standard in the first quarter of 2012. The Company applied the two-statement approach,
presenting components of net loss in the statement of operations and the components of other comprehensive loss along with a total
for comprehensive loss in the statement of comprehensive loss.



In September 2011, the FASB issued ASU 2011-08, Testing Goodwill
for Impairment, ("ASU 2011-08"), which amends the guidance in Accounting Standard Codification ("ASC') 350-20,
"Intangibles - Goodwill and Other." Under ASU 2011-08, entities have the option, under certain circumstances, of performing
a qualitative assessment before calculating the fair value of the reporting unit when testing goodwill for impairment. If the fair
value of the reporting unit is determined, based on qualitative factors, to be more likely than not less than the carrying amount
of the reporting unit, then entities are required to perform the two-step goodwill impairment test. The adoption of ASU 2011-08
became effective for the Company's interim and annual periods beginning January 1, 2012. There was no impact to the Company's consolidated
financial statements from the adoption of this ASU.



In November 2011, the FASB issued ASU No. 2011-11, Balance
Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities, ("ASU 2011-11"). This ASU require an entity
to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the
effect of those arrangements on its financial position. The adoption of ASU 2011-11 becomes effective for the Company's interim
and annual periods beginning on or after January 1, 2013. The Company does not believe the adoption of this guidance will have
a material impact on its consolidated financial statements.



3.           EARNINGS
PER SHARE



Earnings per share is computed in accordance with the provisions
of FASB ASC Topic 260. Basic net 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. Potentially dilutive securities include convertible preferred stock, employee stock
options, and restricted shares, and contingently issuable shares for the purchase of Rupinvest for the three and six months ended
June 30, 2011. Potentially dilutive common shares from employee incentive plans are determined by applying the treasury stock method
to the assumed exercise of outstanding stock options and the assumed vesting of outstanding restricted stock.



F-10







PREMIER POWER RENEWABLE ENERGY, INC.



Notes to Consolidated Financial Statements

(unaudited)



|                                                                                                      |  | For the Three Months Ended June 30,   |        |   | For the Six Months Ended June 30,     |  
|----------------------------------------------------------------------------------------------------- |  | ------------------------------------- | ------ | - | ------------------------------------- | -
|                                                                                                      |  | 2012                                  |        |   | 2011                                  |  
|                                                                                                      |  | (in thousands, except per share data) |        |   | (in thousands, except per share data) |  
|Net loss                                                                                              |  | $                                     | (5,315 | ) |                                       | $
|Less: Deemed dividend related to beneficial conversionfeature on Series C Convertible Preferred Stock |  |                                       | -      |   |                                       |  
|Net loss available to common shareholders                                                             |  | $                                     | (5,315 | ) |                                       | $
|                                                                                                      |  |                                       |        |   |                                       |  
|                                                                                                      |  |                                       |        |   |                                       |  
|Loss Per Share:                                                                                       |  |                                       |        |   |                                       |  
|Basic                                                                                                 |  | $                                     | (0.18  | ) |                                       | $
|Diluted                                                                                               |  | $                                     | (0.18  | ) |                                       | $
|                                                                                                      |  |                                       |        |   |                                       |  
|Weighted Average Shares Outstanding:                                                                  |  |                                       |        |   |                                       |  
|Basic                                                                                                 |  |                                       | 29,365 |   |                                       |  
|Diluted                                                                                               |  |                                       | 29,365 |   |                                       |  



For the three and six months ended June 30, 2012 and 2011, there
were issued and outstanding stock options exercisable for an aggregate 1,510,729 and 2,298,729 shares of common stock, respectively,
that were anti-dilutive as their weighted average exercise price exceeded the average market price of the Company’s common
stock.  For the three and six months ended June 30, 2012, there were an additional 10,553,000 and 9,008,000 shares of common
stock, respectively, that were anti-dilutive due to the Company’s reported net loss. For the three and six months ended June
30, 2011, there were an additional 8,650,000 and 6,300,000 shares of preferred stock, respectively, that were anti-dilutive due
to the Company’s reported net loss. The Company has determined its Series C Preferred Stock, which was issued in the third
quarter of 2011, constitute a participating security under ASC 260. However, as the Series C Preferred Stock shareholder has no
obligation to share in the Company’s losses, the Company has determined that the use of the two class method for the three
and six month periods ended June 30, 2012 is not appropriate.



4.            
ACCRUED LIABILITIES



Accrued liabilities consisted of the following:



|                              |  | June 30,       |       |  | December 31, |  
|----------------------------- |  | -------------- | ----- |  | ------------ | -
|                              |  | 2012           |       |  | 2011         |  
|                              |  | (in thousands) |      
|Payroll                       |  | $              | 577   |  |              | $
|Warranty reserve              |  |                | 618   |  |              |  
|Sales and local taxes         |  |                | 635   |  |              |  
|Accrued subcontractor's costs |  |                | 1,772 |  |              |  
|Other operational accruals    |  |                | 399   |  |              |  
|                              |  | $              | 4,001 |  |              | $



5.            
COMMITMENTS AND CONTINGENCIES



Premier Power Spain is party to a month to month lease with
thirty days’ notice for operating facilities in Pamplona, Spain.  Premier Power Italy is party to a non-cancelable
renewable lease for operating facilities in Campobasso, Italy, which expires in 2016. These leases provide for annual rent increases
tied to the Consumer Price Index or equivalent indices in Spain and Italy. During 2011, we exited our lease for offices in
Anaheim, California and no loss on termination occurred. The leases require the following future payments as of June 30, 2012,
subject to annual adjustment, if any (in thousands):



F-11







PREMIER POWER RENEWABLE ENERGY, INC.



Notes to Consolidated Financial Statements

(unaudited)



|Through June 30, |  |   | Amount | 
|---------------- |  | - | ------ | 
|2013             |  | $ | 52     | 
|2014             |  |   | 33     | 
|2015             |  |   | 26     | 
|2016             |  |   | 2      | 
|                 |  | $ | 113    | 



At times we may enter into take or pay agreements with our suppliers.
This provides pricing advantages to the Company in return for supply certainty. As of June 30, 2012 and 2011, there were no take
or pay commitments outstanding and no losses have been incurred as a result of these agreements.



In September 2011, a solar panel manufacturer that the Company
utilized for certain of the Company's solar facility installation projects declared bankruptcy. On certain of these projects, the
Company’s customers were not satisfied with the performance of the solar panels and did not pay the Company for all amounts
due. Prior to September 2011, the Company and this manufacturer had entered into an arrangement under which unpaid amounts due
the Company from such customers would be paid by the manufacturer or netted against amounts due by the Company. At September 30,
2011, the Company was due $0.6 million related to such projects and owed $1.4 million for solar panels provided to it. As a result
of the bankruptcy filing by the manufacturer, the Company has recorded such amounts as long term assets and liabilities. The Company
believes that its agreement will be honored by the bankruptcy trustee of the solar panel manufacturer. However, such an agreement
may be challenged by the bankruptcy trustee or others and such challenges could result in the loss of all or a portion of the payments
due the Company, while the Company could be obligated to pay amounts due in full. Based on its assessment of the performance of
the panels, and its agreement with the manufacturer, the Company ultimately believes that it will not suffer a loss upon the resolution
of the bankruptcy. At June 30, 2012 and December 31, 2011, the Company has not recorded an allowance for any of the amounts due
it from this manufacturer and upon the expiration of the statute of limitations may recognize a net gain of $0.8 million.



Legal Matters



On November 3, 2011, the Company received two letters from RF
Douglas County Development Corp. (“RF”), purporting to be a notice of default and an assessment of liquidated damages
of $704,000 against the Company under the terms of an August 18, 2010 Engineering, Procurement, and Construction Contract (“EPC
Contract”) relating to a solar photovoltaic system in Douglas County, Colorado (“Project”).   RF claimed
that the Company had failed to pay its subcontractor, Power Partners MasTec (“Power Partners”), amounts due under its
subcontract (“Subcontract”) which caused Power Partners to file mechanics’ liens against the various sites of
the Project.  On November 9, 2011, we rejected RF’s demands, claiming that the notices were ineffective and that RF
had waived any liquidated damages.  The Company further claimed that RF had defaulted on its own payment obligations under
the EPC Contract, which caused Power Partners to file its mechanics’ liens.  On December 19, 2011, Power Partners filed
a demand for arbitration against the Company for approximately $2 million (which includes $0.4 million of change orders disputed
by the Company) for amounts due under the Subcontract.  On December 20, 2011, Power Partners filed a complaint for foreclosure
of mechanics’ liens and other relief against the Company, RF, and others in Colorado state court, which it simultaneously
moved to stay pending the outcome of the arbitration.  On January 5, 2012, the Company filed a demand for arbitration against
RF requesting an award for unpaid amounts for work performed under the EPC Contract totaling $1.6 million plus interest, costs,
and attorneys’ fees.  The arbitration proceedings are scheduled for the fourth quarter of 2012 and we intend to aggressively
defend our rights related to the Project. Under the terms of the contract, if we are unsuccessful in the arbitration proceedings,
we believe we can withhold payment to Power Partners under similar liquidated damages provisions. As of June 30, 2012, accounts
receivable includes $1.6 million due from RF, and accounts payable includes $1.6 million due to Power Partners in accordance with
the terms of the contracts.



F-12







PREMIER POWER RENEWABLE ENERGY, INC.



Notes to Consolidated Financial Statements

(unaudited)



On March 15, 2012, we received a demand for arbitration from
Power Partners relating to a solar photovoltaic system in the City of Willows, California (“Project”). Power Partners
claimed that the Company failed to pay it, as subcontractor, the amount of $0.9 million due under a subcontract for labor, material
and services provided. The arbitration proceedings are scheduled for the third quarter of 2012 and we intend to aggressively defend
our rights related to the Project. As of June 30, 2012, accounts payable includes $0.8 million due to Power Partners in accordance
with the terms of the contract.



We are also involved in other litigation from time to time in
the ordinary course of business. In the opinion of management, the outcome of such proceedings will not materially affect our financial
position, results of operations or cash flows. We are also not aware of any material legal proceedings involving any of our directors,
officers, or affiliates or any owner of record or beneficially of more than 5% of any class of our voting securities.



6.          SHARE-BASED
COMPENSATION AND VALUATION OF STOCK OPTIONS AND RESTRICTED STOCK-BASED AWARDS



The Company’s 2008 Equity Incentive Plan (the “Incentive
Plan”) provides for the issuance of incentive stock options and non-statutory stock options. The 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 Incentive
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, certain consultants, and certain advisors. Options under the Incentive Plan
vest as determined by the Board.  The term of the options granted under the Incentive Plan may not exceed 10 years, and
the maximum number of shares of common stock that may be issued pursuant to stock options and stock awards granted under the
Incentive Plan is 4,951,875 shares in the aggregate. Options convertible in to an aggregate 1,510,729 and 2,298,729 shares
of common stock were outstanding under the Incentive Plan as of June 30, 2012 and 2011, respectively.



The following table sets forth a summary stock option activity
for the six months ended June 30, 2012:



|                               |  |           |           |   | Weighted-    |   |      | Weighted-      | 
|------------------------------ |  | --------- | --------- | - | ------------ | - | ---- | -------------- | 
|                               |  | Number of |           |   | Average Fair |   |      | Average Fair   | 
|                               |  | Shares    |           |   | Value        |   |      | Exercise Price | 
|Outstanding at January 1, 2012 |  |           | 1,871,937 |   |              | $ | 2.04 |                | 
|Granted                        |  |           | 80,000    |   |              | $ | 0.12 |                | 
|Forfeited/cancelled            |  |           | (441,208  | ) |              | $ | 1.43 |                | 
|Outstanding at June 30, 2012   |  |           | 1,510,729 |   |              | $ | 1.17 |                | 



Share-based compensation expense relating to these shares is
being recognized over a weighted-average period of 4.1 years.



At June 30, 2012, there was $1.3 million of total unrecognized
share-based compensation cost related to non-vested stock options.



The
following tables summarize the total share-based compensation expense the Company recordedfor the six and three
months ended June 30, 2012 and 2011:



F-13







PREMIER POWER RENEWABLE ENERGY, INC.



Notes to Consolidated Financial Statements

(unaudited)



|                                                |  | For the Six Months Ended June 30, |    
|----------------------------------------------- |  | --------------------------------- | ---
|                                                |  | 2012                              |    
|                                                |  | (in thousands)                    |    
|Cost of revenue                                 |  | $                                 | 32 
|Selling and marketing                           |  |                                   | 77 
|General and administrative                      |  |                                   | 148
|Total share-based compensation expense          |  | $                                 | 257
|                                                |  |                                   |    
|Stock options awards to employees               |  | $                                 | 176
|Restricted and unrestricted common stock grants |  |                                   | 81 
|Total share-based compensation expense          |  | $                                 | 257



|                                                |  | For the Three Months Ended June 30, |    
|----------------------------------------------- |  | ----------------------------------- | ---
|                                                |  | 2012                                |    
|                                                |  | (in thousands)                      |    
|Cost of revenue                                 |  | $                                   | 29 
|Selling and marketing                           |  |                                     | 49 
|General and administrative                      |  |                                     | 87 
|Total share-based compensation expense          |  | $                                   | 165
|                                                |  |                                     |    
|Stock options awards to employees               |  | $                                   | 124
|Restricted and unrestricted common stock grants |  |                                     | 41 
|Total share-based compensation expense          |  | $                                   | 165



|                         |  |           |         |  |                |   |      | Average         |  |  |                 | 
|------------------------ |  | --------- | ------- |  | -------------- | - | ---- | --------------- |  |  | --------------- | 
|                         |  |           |         |  | Weighted       |   |      | Remaining       |  |  |                 | 
|                         |  | Number of |         |  | Average        |   |      | Contractual     |  |  | Aggregate       | 
|                         |  | Options   |         |  | Exercise Price |   |      | Term (in years) |  |  | Intrinsic Value | 
|Options expected to vest |  |           | 409,906 |  |                | $ | 0.71 |                 |  |  | 7.65            | 



Restricted Stock Awards



The Company issues restricted stock awards to certain directors,
officers, and employees under the Incentive Plan.  Compensation expense for such awards, based on the fair market value
of the awards on the grant date, is recorded during the vesting period.



A summary of restricted stock awards activity is as follows:



F-14







PREMIER POWER RENEWABLE ENERGY, INC.



Notes to Consolidated Financial Statements

(unaudited)



|                               |  |                  |           |   | Weighted Average |  
|------------------------------ |  | ---------------- | --------- | - | ---------------- | -
|                               |  | Number of Shares |           |   | Fair Price       |  
|                               |  |                  |           |   |                  |  
|Outstanding at January 1, 2012 |  |                  | 347,500   |   |                  | $
|Granted                        |  |                  | 1,300,000 |   |                  | $
|Vested and issued              |  |                  | (106,500  | ) |                  | $
|Forfeited                      |  |                  | -         |   |                  | $
|Outstanding at June 30, 2012   |  |                  | 1,541,000 |   |                  | $



In the six months ended June 30, 2012 and 2011, the Company
issued 106,500 and 62,000 shares of its common stock, respectively, in connection with vested restricted stock awards.  In
the six months ended June 30, 2012 and 2011, the Company issued 30,000 and 217,000 shares, respectively, of its common stock as
share based compensation or payment for services with immediate vesting.



7.           SEGMENT
INFORMATION



The Company has adopted Segment Reporting (ASC 280) requiring
segmentation based on the Company’s internal organization, reporting of revenue and other performance measures. Operating
segments are defined as components of an enterprise about which discrete financial information is available that is evaluated regularly
by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance.
The Company’s chief operating decision maker is the Chief Executive Officer. The Company’s segments are designed to
allocate resources internally and provide a framework to determine management responsibility. There are three operating segments,
as summarized below:



| | · | North America – consists of (i) commercial ground mount or rooftop
solar energy projects generally ranging from 100kWh to 20MW provided to corporate, municipal, agricultural, and utility customers
in the United States and Canada and (ii) residential that consists mainly of rooftop solar installations generally ranging from
5kWh to 40KWh provided to residential customers primarily in California. In 2011, the Company determined that it would reduce its
residential activities in this segment. The Company does not distinguish the cash flows and operating results of its residential
activities from the North America segment as a whole and the North America segment is managed as a single operating unit.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Italy – consists of distribution, ground mount, roof mount,
and solar power plant installations, ranging from 10 kWh to 2 mWh.
| | - | ------------------------------------------------------------------------------------------------------------------------------



| | · | Other European – consists of rooftop and groundmount solar installations
generally ranging 5 kWh to 16 MW provided primarily to businesses and equity funds that own commercial buildings, warehouses or
greenfields. The segment primarily serves countries in Europe other than Italy. In addition, our Other European segment consists
of large scale international distribution and business development as well as EPC. The service we provide to our customers consists
of large scale procurement, EPC, and consulting. Through our relationship with several key manufacturers we can provide pricing
and availability advantages over the competition.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Currently, the Company does not separately allocate operating
expenses to these segments, nor does it allocate specific assets to these segments. Therefore, segment information reported includes
only revenues, cost of revenues, and gross margin. The following tables present the operations by each operating segment:



F-15







PREMIER POWER RENEWABLE ENERGY, INC.



Notes to Consolidated Financial Statements

(unaudited)



|                         |  | For the Six Months Ended June 30, 2012 |       
|------------------------ |  | -------------------------------------- | ------
|                         |  | North America                          |       
|                         |  | (in thousands)                         |       
|Revenues                 |  | $                                      | 4,989 
|Cost of revenues         |  |                                        | (4,642
|Gross margin             |  | $                                      | 347   
|Total operating expenses |  |                                        |       
|Operating loss           |  |                                        |       





|                         |  | For the Six Months Ended June 30, 2011 |        
|------------------------ |  | -------------------------------------- | -------
|                         |  | North America                          |        
|                         |  | (in thousands)                         |        
|Revenues                 |  | $                                      | 17,273 
|Cost of revenues         |  |                                        | (18,035
|Gross (loss) margin      |  | $                                      | (762   
|Total operating expenses |  |                                        |        
|Operating loss           |  |                                        |        



|                         |  | For the Three Months Ended June 30, 2012 |       
|------------------------ |  | ---------------------------------------- | ------
|                         |  | North America                            |       
|                         |  | (in thousands)                           |       
|Revenues                 |  | $                                        | 3,868 
|Cost of revenues         |  |                                          | (3,499
|Gross margin             |  | $                                        | 369   
|Total operating expenses |  |                                          |       
|Operating loss           |  |                                          |       



|                         |  | For the Three Months Ended June 30, 2011 |        
|------------------------ |  | ---------------------------------------- | -------
|                         |  | North America                            |        
|                         |  | (in thousands)                           |        
|Revenues                 |  | $                                        | 9,898  
|Cost of revenues         |  |                                          | (10,195
|Gross (loss) margin      |  | $                                        | (297   
|Total operating expenses |  |                                          |        
|Operating loss           |  |                                          |        



At June 30, 2012 and December 31, 2011, property and equipment
located in North America, net of accumulated depreciation and amortization was approximately $0.1 million.  Property
and equipment located in foreign countries, net of accumulated depreciation and amortization was approximately $0.2 million at
June 30, 2012 and December 31, 2011.



8.           SUBSEQUENT
EVENT



On July 11, 2012, a change in control of the Company occurred.
In a private sale transaction, GASCOM RENEW SPA, an Italian energy company (“GASCOM”), purchased an aggregate 16,458,853
shares of the Company’s common stock from two shareholders, representing a total 55.9% of the Company’s voting stock.
GASCOM purchased 10,746,215 of the shares from Dean Marks for cash consideration of $973,800 and 5,712,638 of the shares from Miguel
de Anquin for cash consideration of $826,200. Dean Marks is also the Company’s Chief Executive Officer and Chairman of the
Board of Directors and Miguel de Anquin is the Company’s President and a member of the Board of Directors.



On July 1, 2012, certain redemption rights in the event
of a change in control of the Company in which the Company is not liquidate held by our Series C Convertible Preferred
Stock (Series C Stock) holders expired and the Company will be reporting the Series C Stock as a component of equity in
future periods. As the change in control event, discussed above, occurred after the expiration of the redemption rights, the
Company did not accrete the Series C Stock to its full redemption amount. Additionally, beginning in December 2012, the
Series C Stock holders are due a monthly dividend of $0.01667 per share ($0.20 per year) since a defined change in control of
the Company did not occur prior to June 2012.



F-16







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



Forward-Looking Statements



The following discussion and analysis
of the results of operations and financial condition of Premier Power Renewable Energy, Inc.  for the quarter ended June 30,
2012 should be read in conjunction with our financial statements and the notes to those financial statements that are included
elsewhere in this report.  Our discussion includes forward-looking statements based upon current expectations that involve
risks and uncertainties, such as our plans, objectives, expectations, and intentions.  Actual results and the timing of events
could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including
those set forth under the Risk Factors, Cautionary Statement Regarding Forward-Looking Information, and Business sections in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Commission (“2011 Form 10-K). 
We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,”
“ongoing,” “expect,” “believe,” “intend,” “may,” “will,”
“should,” “could,” and similar expressions to identify forward-looking statements.



Overview



We are a developer, designer, and integrator
of solar energy solutions. We develop, market, sell, and maintain solar energy systems for residential, agricultural, commercial,
and industrial customers primarily in North America, Europe and Asia. In addition, we distribute solar modules and invertors to
smaller solar developers and integrators.



Our business is conducted by our wholly
owned subsidiary, Premier Power Renewable Energy, Inc., a California corporation (“Premier Power California”), through
its wholly owned subsidiaries, Bright Future Technologies, LLC, a Nevada limited liability company (“Bright Future”),
and Premier Power Sociedad Limitada, a limited liability company formed in Spain (“Premier Power Spain”). Our business
is also conducted by Rupinvest SARL, a corporation duly organized and existing under the law of Luxembourg (“Rupinvest”),
through its wholly owned subsidiaries Premier Power Italy S.p.A. (“Premier Power Italy”) and Premier Power Development
Srl (“Premier Power Development”), each of which are a private limited company duly organized and existing under the
laws of Italy.



We procure solar components from the solar
industry’s leading suppliers and manufacturers. We procure solar components that best fit the respective project and do not
have any exclusive supplier relationships.



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 revenues 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.



Goodwill



The Company tests goodwill for impairment
annually on September 30, and whenever events occur or circumstances change that would more likely than not reduce the fair value
of the goodwill below its carrying amount. The Company performed its annual impairment analysis as of September 30, 2011 and no
impairment charge was recorded as a result of either of these tests.



We believe the transaction disclosed in Note 8 which indicated
a significant decline in the market value of the Company represented a triggering event that required testing of goodwill for impairment.
Accordingly, we tested goodwill for impairment at June 30, 2012. Certain assumptions used to determine the fair value of our Italian
reporting unit for the purposes of the goodwill impairment test were revised, as of June 30, 2012 to reflect (1) reductions in
the Italian feed-in-tariff that may affect future operating results; (2) the delay in our Italian reporting unit to expand its
operations outside of the Italian market place; and (3) the decline in the overall market cap of the Company over the previous
twelve months.  The Company has not completed step two of the two-step goodwill impairment test as it is in preparation of
its annual impairment analysis as of September 30, 2012.  However, the Company has concluded that a goodwill impairment loss
is probable and can be reasonably estimated.  As a result, the Company has recorded an estimated impairment loss of goodwill
related to the Italian reporting unit of $5.0 million as of June 30, 2012.  The Company may incur an additional impairment
charge as it completes its annual impairment analysis as of September 30, 2012.



3







Our significant accounting policies are
more fully described in our consolidated financial statements and included in our 2011 Form 10-K.



Recently Issued Accounting Pronouncements



In May 2011, the Financial Accounting Standards
Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-04, Amendments to Achieve Common Fair
Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS("ASU 2011-04"). This ASU represents the converged
guidance of the FASB and the International Accounting Standards Board on fair value measurement. ASU 2011-04 sets forth common
requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning
of the term "fair value." The adoption of ASU 2011-04 became effective for the Company's interim and annual periods beginning
January 1, 2012 and did not have a material impact on the Company's consolidated financial statements as the changes relate only
to additional disclosures.



In June 2011, the FASB issued ASU No 2011-05,
Presentation of Comprehensive Income ("ASU 2011-05"), which revises the manner in which companies present comprehensive
income in their financial statements. The new guidance removes the current option to report other comprehensive income and its
components in the statement of changes in equity and instead requires presenting in one continuous statement of comprehensive income
or two separate but consecutive statements. The adoption of ASU 2011-05 became effective for the Company's interim and annual periods
beginning January 1, 2012. The Company applied the two-statement approach, presenting components of net income in the statement
of income and the components and total of other comprehensive income along with a total for comprehensive income in the statement
of comprehensive income.



In September 2011, the FASB issued ASU 2011-08,
Testing Goodwill for Impairment, ("ASU 2011-08"), which amends the guidance in Accounting Standard Codification
("ASC') 350-20, "Intangibles - Goodwill and Other." Under ASU 2011-08, entities have the option, under certain circumstances,
of performing a qualitative assessment before calculating the fair value of the reporting unit when testing goodwill for impairment.
If the fair value of the reporting unit is determined, based on qualitative factors, to be more likely than not less than the carrying
amount of the reporting unit, then entities are required to perform the two-step goodwill impairment test. The adoption of ASU
2011-08 became effective for the Company's interim and annual periods beginning January 1, 2012. There was no impact to the Company's
consolidated financial statements.



In November 2011, the FASB issued ASU No.
2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities, ("ASU 2011-11"). This
ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements
to understand the effect of those arrangements on its financial position. The adoption of ASU 2011-11 becomes effective for the
Company's interim and annual periods beginning on or after January 1, 2013. The Company does not believe the adoption of this guidance
will have a material impact on its consolidated financial statements.



Results of Operations



Comparison of Three Months Ended June 30, 2012 and June
30, 2011



Our revenues for the three months ended
June 30, 2012 were $21.3 million and $26.6 million for the three months ended June 30, 2011.  North American revenues
were $3.9 million for the 2012 period and $9.9 million for the 2011 period. Our Italian operations provided $9.4 million of revenues
for the 2012 period and $8.3 million of revenues for the 2011 period.  Other European revenues were $8.1 million for
the 2012 period and $8.4 million for the 2011 period.



4







We had a net loss for the three months ended
June 30, 2012 of $5.2 million, or $(0.18) per share, compared to a net loss for the three months ended June 30, 2011 of $2.0 million,
or $(0.07) per share.  Our profitability is primarily dependent upon revenue from sales to commercial, governmental,
residential, and equity fund customers.  Profitability is also affected by the costs and expenses associated with installation
of systems.  Cost of revenues decreased by $5.7 million, or 22%, in the three months ended June 30, 2012, compared to the
prior same period.  Overall margin percentages increased from 3.6% in the prior period to 6.9% in the current period. Operating
expenses increased by $3.8 million, or 131%, for the three months ended June 30, 2012 as compared to the three months ended June
30, 2011, primarily due to an impairment charge of $5.0 million to our Italian segment’s goodwill.



Revenues



|                       |  | For the Three Months Ended June 30, |       
|---------------------- |  | ----------------------------------- | ------
|(Dollars in thousands) |  | 2012                                |       
|Revenues               |  |                                     |       
|North America          |  | $                                   | 3,868 
|Italy                  |  |                                     | 9,358 
|Other European         |  |                                     | 8,108 
|Total revenues         |  | $                                   | 21,334



Our revenues include revenue recognized
under installation contracts using the percentage of completion method of accounting.  Additionally, we derive revenues from
distribution sales to customers in Europe.  The decrease in North America was largely the result of the delay in the start
of several projects that are currently in our backlog. We have continued to build a strong project pipeline and backlog in North
America, and we have partnered with several power purchase agreement providers and have signed projects from these efforts. 
Italian revenue increased as a result of the finalization of the revised Italian feed in tariffs which provided clarity to the
market through September 30, 2012. The Other European revenues remained consistent compared to the same period prior year as a
result of the revenue recognized from a large Bulgarian project.



Cost of Revenues



|                                        |  | For the Three Months Ended June 30, |       
|--------------------------------------- |  | ----------------------------------- | ------
|(Dollars in thousands)                  |  | 2012                                |       
|Cost of Revenues                        |  |                                     |       
|North America                           |  | $                                   | 3,499 
|Italy                                   |  |                                     | 8,730 
|Other European                          |  |                                     | 7,635 
|Total cost of revenues                  |  | $                                   | 19,864
|                                        |  |                                     |       
|Share-based compensation included above |  | $                                   | 29    
|                                        |  |                                     |       
|Gross Margin (Loss) Percentage          |  |                                     |       
|North America                           |  |                                     | 9.5   
|Italy                                   |  |                                     | 6.7   
|Other European                          |  |                                     | 5.8   
|Total                                   |  |                                     | 6.9   



Cost of revenues include all direct material
and labor costs attributable to a project as well as certain indirect costs related to contract performance, such as indirect labor,
supplies, tools, repairs, and depreciation costs.  The 22% decrease in cost of revenues was primarily the result of increased
gross margins from our projects, most significantly in North America and by decreased revenues.  Cost of revenues for North
America decreased $6.7 million, or 66%, for the three months ended June 30, 2012 compared to the three months ended June 30, 2011. 
North America gross margin increased to 9.5% as a result of increased gross margins on our North American commercial projects as
result of better purchasing and a reduction in our staffing levels and other costs in late 2011. The increase in Italian cost of
revenues of $1.3 million, or 17%, correlates to the 13% increase in Italian revenues. The gross margin for our Italian operations
was 6.7%, down 33% from the prior year as a result of in the prior year we recognized margin from a large solar project and did
not have a similar project in this quarter.  Cost of revenues for our Other European operations decreased $0.3 million from
the prior year, which correlates to the decrease in revenues from the Other European segment.  The gross margin for our Other
European operations was 5.8%, up 14% from the prior year.



5







Operating Expenses



|                                        |  | For the Three Months Ended June 30, |      
|--------------------------------------- |  | ----------------------------------- | -----
|(Dollars in thousands)                  |  | 2012                                |      
|Selling and marketing expenses          |  | $                                   | 450  
|General and administrative expenses     |  | $                                   | 1,232
|Loss on impairment of goodwill          |  | $                                   | 5,000
|                                        |  |                                     |      
|As a percent of revenue                 |  |                                     |      
|Selling and marketing expenses          |  |                                     | 2.1  
|General and administrative expenses     |  |                                     | 5.8  
|Loss on impairment of goodwill          |  |                                     | 23.4 
|                                        |  |                                     |      
|Share-based compensation included above |  |                                     |      
|Selling and marketing expenses          |  | $                                   | 49   
|General and administrative expenses     |  | $                                   | 87   



Sales and Marketing Expense



Selling and marketing expenses consist primarily
of personnel costs and costs related to our sales force and marketing staff.  They also include expenses relating to advertising,
brand building, marketing promotions and trade show events, lead generation, and travel.  Selling and marketing expenses decreased
$0.8 million, or 63%, largely as a result of reductions in our North America residential sales and marketing efforts as we reduced
our efforts in the residential market and reductions in sales personnel headcount. In addition, we had a decrease of approximately
$0.2 million in recognized share-based compensation.



General and Administrative Expenses



General and administrative expenses consist
of personnel and related costs for accounting, legal, information systems, human resources, and other administrative functions. 
They also include professional service fees, bad debt expense, other corporate expenses and related overhead.  General and
administrative expenses decreased by $0.5 million, or 27%, for the three months ended June 30, 2012 compared to the three months
ended June 30, 2011. This decrease was largely driven by a reduction in our general and administrative head count and the consolidation
of various offices. In addition, a decrease of approximately $0.1 million in recognized share-based compensation contributed to
the decrease.



Impairment Charge



During the second quarter of 2012, we recorded
an estimated impairment charge of $5.0 million to reduce the carrying amount of goodwill of our Italian reporting segment. See
Note 2  and above for a discussion of the impairment charge for goodwill related to our Italian reporting segment.



Other Income and Expenses



Other income and expense consists of
change in fair value of contingent consideration liability, loss on extinguishment of contingent consideration liability,
interest expense, transactional foreign currency gains (losses), and other income (expense).  Other income, net of
expense, was $0.0 million and $0.1 million for the three months ended June 30, 2012 and 2011, respectively.



6







Income Tax Benefit



The effective tax rates in the three months
ended June 30, 2012 and 2011 were (2.6)% and 0.0%, respectively.  The effective tax rates differed from the federal statutory
rate of 34% primarily due to a 100% valuation allowance against net operating loss benefits generated in the U.S. due to uncertainty
as to their future utilization.



Comparison of Six Months Ended June 30, 2012 and June
30, 2011



Our revenues for the six months ended June
30, 2012 were $34.4 million and $39.4 million for the six months ended June 30, 2011.  North American revenues were $5.0
million for the 2012 period and $17.3 million for the 2011 period. Our Italian operations provided $10.9 million of revenues for
the 2012 period and $13.3 million of revenues for the 2011 period.  Other European revenues were $18.5 million for the
2012 period and $8.7 million for the 2011 period.



We had a net loss for the six months ended
June 30, 2012 of $6.5 million, or $(0.22) per share, compared to a net loss for the six months ended June 30, 2011 of $5.7 million,
or $(0.20) per share.  Net loss in the six months ended June 30, 2012 included an impairment charge of $5.0 million associated
with the reduction of the carrying amount of goodwill of our Italian reporting segment. Net loss in the six months ended June 30,
2011 included losses of $1.1 million associated with changes in fair value and ultimate extinguishment of a contingent consideration
liability.  Our profitability is primarily dependent upon revenue from sales to commercial, governmental, and equity fund
customers.  Profitability is also affected by the costs and expenses associated with installation of systems.  Cost of
revenues decreased by $5.9 million, or 15%, in the six months ended June 30, 2012, compared to the prior same period.  Overall
margin percentages increased from 2.5% in the prior period to 5.7% in the current period. Operating expenses increased by $2.7
million, or 46%, for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011, largely due to the charge
for goodwill impairment.



Revenues



|                       |  | For the Six Months Ended June 30, |       
|---------------------- |  | --------------------------------- | ------
|(Dollars in thousands) |  | 2012                              |       
|Revenues               |  |                                   |       
|North America          |  | $                                 | 4,989 
|Italy                  |  |                                   | 10,906
|Other European         |  |                                   | 18,533
|Total revenues         |  | $                                 | 34,428





Our revenues include revenue recognized
under installation contracts using the percentage of completion method of accounting.  Additionally, we derive revenues from
distribution sales to customers in Europe.  The decrease in North America was largely the result of the delay in the start
of several projects that are currently in our backlog. We have continued to build a strong project pipeline and backlog in North
America, and we have partnered with several power purchase agreement providers and have signed projects from these efforts. 
Italian revenue was impacted by delays in the finalization of the revised Italian feed in tariffs caused delays in projects. Subsequent
to March 31, 2012, the Italian Feed-in-Tariff was finalized and we expect certainty in the market through September 30, 2012. The
increase in Other European revenues is largely the result of the revenue recognized from the Bulgarian project.



7







Cost of Revenues



|                                        |  | For the Six Months Ended June 30, |       
|--------------------------------------- |  | --------------------------------- | ------
|(Dollars in thousands)                  |  | 2012                              |       
|Cost of Revenues                        |  |                                   |       
|North America                           |  | $                                 | 4,642 
|Italy                                   |  |                                   | 10,120
|Other European                          |  |                                   | 17,710
|Total cost of revenues                  |  | $                                 | 32,472
|                                        |  |                                   |       
|Share-based compensation included above |  | $                                 | 32    
|                                        |  |                                   |       
|Gross Margin (Loss) Percentage          |  |                                   |       
|North America                           |  |                                   | 7.0   
|Italy                                   |  |                                   | 7.2   
|Other European                          |  |                                   | 4.4   
|Total                                   |  |                                   | 5.7   



Cost of revenues include all direct material
and labor costs attributable to a project as well as certain indirect costs related to contract performance, such as indirect labor,
supplies, tools, repairs, and depreciation costs.  The 15% decrease in cost of revenues was primarily the result of increased
gross margins from our projects, most significantly in North America and a corresponding decrease in revenue.  Cost of revenues
for North America decreased $13.4 million, or 74%, for the six months ended June 30, 2012 compared to the six months ended June
30, 2011.  North America gross margin increased to 7.0% as a result of increased gross margins on our North American commercial
projects as result of better purchasing and a reduction in our staffing levels and other costs in late 2011. The decrease in Italian
cost of revenues of $2.0 million, or 16%, correlates to the 18% decrease in Italian revenues. The gross margin for our Italian
operations was 7.2%, down 25% from the prior year.  Cost of revenues for our Other European operations increased $9.4 million
from the prior year, which correlates to the increase in revenues from the Other European segment.  The gross margin for our
Other European operations was 4.4%, down 15% from the prior year.  The decrease is from margin compression as the result of
the increase in our distribution business, which typically carries lower margins than our traditional EPC revenue.



Operating Expenses



|                                        |  | For the Six Months Ended June 30, |      
|--------------------------------------- |  | --------------------------------- | -----
|(Dollars in thousands)                  |  | 2012                              |      
|Selling and marketing expenses          |  | $                                 | 877  
|General and administrative expenses     |  | $                                 | 2,505
|Loss on impairment of goodwill          |  | $                                 | 5,000
|                                        |  |                                   |      
|As a percent of revenue                 |  |                                   |      
|Selling and marketing expenses          |  |                                   | 2.5  
|General and administrative expenses     |  |                                   | 7.3  
|Loss on impairment of goodwill          |  |                                   | 14.5 
|                                        |  |                                   |      
|Share-based compensation included above |  |                                   |      
|Selling and marketing expenses          |  | $                                 | 77   
|General and administrative expenses     |  | $                                 | 148  



8







Selling and Marketing Expense



Selling and marketing expenses consist primarily
of personnel costs and costs related to our sales force and marketing staff.  They also include expenses relating to advertising,
brand building, marketing promotions and trade show events, lead generation, and travel.  Selling and marketing expenses decreased
$1.4 million, or 61%, largely as a result of reductions in our North America residential sales and marketing efforts as we reduced
our efforts in the residential market and reductions in sales personnel headcount. In addition, we had a decrease of approximately
$0.4 million in recognized share-based compensation.



General and Administrative Expenses



General and administrative expenses consist
of personnel and related costs for accounting, legal, information systems, human resources, and other administrative functions. 
They also include professional service fees, bad debt expense, other corporate expenses and related overhead.  General and
administrative expenses decreased by $1.0 million, or 28.9%, for the six months ended June 30, 2012 compared to the six months
ended June 30, 2011. This decrease was largely driven by a reduction in our general and administrative head count and the consolidation
of various offices. In addition, a decrease of approximately $0.3 million in recognized share-based compensation contributed to
the decrease.



Impairment Charge



During the second quarter of 2012, we recorded
an estimated impairment charge of $5.0 million to reduce the carrying amount of goodwill of our Italian reporting segment. See
Note 2 and above for a discussion of the impairment charge for goodwill related to our Italian reporting segment.



Other Income and Expenses



Other income and expense consists of change
in fair value of contingent consideration liability, loss on extinguishment of contingent consideration liability, interest expense,
transactional foreign currency gains (losses), and other income (expense).  Other expense, net of income, was $0.0 million
for the six months ended June 30, 2012 and decreased by $1.0 million, or 99%, from other expense, net, of $1.0 million for the
six months ended June 30, 2011. During 2011, we recognized a loss on the change in fair value of the contingent consideration liability
of $0.1 million and a loss on extinguishment of the contingent consideration liability of $1.0 million.



Income Tax Benefit



The effective tax rates in the six months
ended June 30, 2012 and 2011 were (0.6)% and 3.0%, respectively.  The effective tax rates differed from the federal statutory
rate of 34% primarily due to a 100% valuation allowance against net operating loss benefits generated in the U.S. due to uncertainty
as to their future utilization.



LIQUIDITY



Cash Flows



|                                                    |  | For the Six Months Ended June 30, |     
|--------------------------------------------------- |  | --------------------------------- | ----
|                                                    |  | 2012                              |     
|                                                    |  | (in thousands)                    |     
|Net cash used in operating activities               |  | $                                 | (648
|Net cash used in investing activities               |  | $                                 | (1  
|Net cash (used in) provided by financing activities |  | $                                 | (8  
|(Decrease) increase in cash and cash equivalents    |  | $                                 | (816



9







We generate cash from operations primarily
from cash collections related to installation and distribution revenues.  Net cash flow used in operating activities was approximately
$0.6 million for the six months ended June 30, 2012, compared with net cash used in operating activities of $1.8 million for the
six months ended June 30, 2011, an improvement of $1.2 million. Net loss for the six months ended June 30, 2012 was $6.5 million
compared to $5.6 million for the comparable period in the prior year, however each year includes significant noncash expenses:
the $5.0 million goodwill impairment charge during 2012 and $1.0 million related to the revaluation and ultimate loss on extinguishment
of a contingent consideration liability during 2011. After adding back these significant noncash charges, the adjusted losses were
$1.5 million and $4.6 million for the six months ended June 30, 2012 and 2011, respectively, an improvement of $3.1 million on
cash flows from operations. This was offset by the net of cash effects from an increase of $11.7 million in accounts receivable,
an increase of $12.9 million in accounts payable, an increase of $3.0 million in costs and estimated earnings in excess of billings
and an increase in billings in excess of costs and estimated earnings on uncompleted contracts of $1.2 million. The increase
in accounts receivable and cost in excess is primarily due to the timing of when projects were billed. The increase in accounts
payable and billings in excess of costs and estimated earnings on uncompleted contracts primarily relate to the timing of product
purchases and deliveries of solar panels for a distribution contract in our Other European segment.



Net cash flow used in investing activities
was $1,000 and $36,000 for the six months ended June 30, 2012 and 2011, respectively.  Both of these amounts were related
to capital expenditures, net of any proceeds from the sale of property and equipment.



Net cash flow used in financing activities
was approximately $8,000 for the six months ended June 30, 2012, compared to cash flow provided by financing activities of $2.6
million for the six months ended June 30, 2011.  The cash flows from financing activities for the six months ended June 30,
2012 relate to $0.3 million in incremental borrowing under credit facilities in Spain, offset by $0.3 million of payments toward
outstanding borrowings in Spain and the United States. The cash provided by financing activities for the six months ended June
30, 2011 was primarily related to the proceeds from the issuance of Series C convertible preferred stock and warrant and borrowing
under line of credit facilities.



Material Impact of Known Events on Liquidity



Our expanding large-scale solar power project
development business in North America and Europe combined with tighter credit terms are driving increased liquidity requirements. 
Solar power project development cycles can take several months to develop.  In certain of our markets, primarily Europe, it
is not uncommon to receive payment at the end of a project.  This may require us to make an advancement of costs prior to
cash receipts.  To date, we have financed these up-front construction costs using working capital and cash on hand. 
In addition, the solar module market has been in tight supply and has required us at times to pay for modules in advance of receipt
or customer payment to ensure delivery timelines for our projects. In some instances our customers have structured accelerated
payment terms to avoid this situation.



Additionally, a majority of our cash is
held offshore, and while we do not currently believe there are any material limitations or restrictions on our ability to
repatriate profits there may be tax consequences or changes in statutory rules which would affect our ability to do so.



On July 11, 2012, a change in control of
the Company occurred. In a private sale transaction, GASCOM RENEW SPA, an Italian energy company (“GASCOM”), purchased
an aggregate 16,458,853 shares of the Company’s common stock from two shareholders, representing a total 55.9% of the Company’s
voting stock. GASCOM purchased 10,746,215 of the shares from Dean Marks for cash consideration of $973,800 and 5,712,638 of the
shares from Miguel de Anquin for cash consideration of $826,200. Dean Marks is also the Company’s Chief Executive Officer
and Chairman of the Board of Directors and Miguel de Anquin is the Company’s President and a member of the Board of Directors.
The Company was not a party to this transaction.



On July 1, 2012, certain
redemption rights in the event of a change in control of the Company in which the Company is not liquidate held by our Series
C Convertible Preferred Stock (Series C Stock) holders expired and the Company will be reporting the Series C Stock as
a component of equity in future periods. As the change in control event, discussed above, occurred after the expiration of
the redemption rights, the Company did not accrete the Series C Stock to its full redemption amount. Additionally, beginning
in December 2012, the Series C Stock holders are due a monthly dividend of $0.01667 per share ($0.20 per year)  since a
defined change in control of the Company did not occur prior to June 2012. The Company has the option to pay the
dividend in shares of the Company.



The disruption in the credit markets has
had a significant adverse impact on a number of financial institutions.  As of June 30, 2012, however, our liquidity and capital
investments have not been materially adversely impacted, and we believe that they will not be materially adversely impacted in
the near future.  We will continue to closely monitor our liquidity and the credit markets.  Nonetheless, we cannot predict
with any certainty the impact to us of any further disruption in the credit environment, as we currently have limited financing
options.



10







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



Capital Resources



As of June 30, 2012, we had $0.4 million
of cash and cash equivalents.  At times we have extended payment terms on certain of our accounts payable from large solar
projects that we believe will provide additional working capital.  We have financed our operations primarily through operating
activities and equity financings.  In 2011, we received two loans from a founder in the total amount of $0.1 million.  These
loans bear interest at 6% per annum and are payable on demand by the founder. Premier Power Spain has three unsecured loans totaling
€0.5 million (€0.25 million, €0.2 million and €0.05 Million) and two short term line of credits for another
€0.3 million (€0.2 Million and €0.1 Million)  which maximum borrowing allowed are €0.4 million as of June
30, 2012. Payments on the three loans began in March 2011, April 2012 and October 2012, respectively. The €0.25 million loan
requires monthly principal payments of €5.5 thousand to the maturity date of February 2016. The €0.2 million loan requires
monthly principal payments of €5.5 thousand to the maturity date of May 2015 and €0.05 million loan requires one payment
of €0.05 million by October 2012. The annual interest rates on these notes range from 6.035% to 7.315%. At June 30, 2012,
the outstanding balance on the Premier Power Spain borrowings was $0.8 million. The short term lines bears interest at 4.03% and
4.15% at June 30, 2012.



In November 2010, we entered into
a factoring agreement with Prestige Capital Corporation (“Prestige”).  The initial period of the agreement was
through November 2011, with certain automatic extension provisions in the absence of written notice of cancellation by either party. 
Under the agreement, we agreed to sell from time-to-time certain trade receivables to Prestige.  At the time of each transfer,
Prestige assumes collections efforts and will earn increasing discounts on the sales price on the following scale: 2.25% if collected
within 30 days, 3.25% if collected within 45 days, 4.25% if collected within 60 days, 5.25% if collected within 60 days, with an
incremental 2% for each 15 day period thereafter until collected.  Prestige maintains recourse to the Company for any accounts
that are ultimately uncollectible for any reason other than customer insolvency.  We will receive 75% of the sales price of
approved receivables in advance, with the remaining 25% remitted to the Company at the time the receivables are collected by Prestige,
net of any discounts and other amounts owed by the Company to Prestige.  Under the terms of the agreement, net amounts due
to Prestige cannot exceed $2 million at any time and are secured by certain assets of the Company.  At June 30, 2012, there
were no advances due to Prestige.  We believe that this arrangement helps to reduce the amount of capital tied up in uncollected
receivables and allows these funds to be utilized for other operating purposes.



We have $48.1 million of contracted backlog consisting of non-cancellable
signed contracts for projects that the Company expects to complete within the next 12 months. The contracted backlog includes approximately
$25.9 million in North America, approximately $20.6 million in Other European and $1.6 million in Italy as of June 30, 2012. 
In addition to our cash and cash equivalents and accounts receivable, we expect to invoice approximately $0.1 million against our
costs and estimated earnings in excess of billings on uncompleted contracts in the next 90 days.  Thus, we believe that our
current cash and cash equivalents, cash flow from operations,  our factoring
arrangement, and our line of credit in Spain are sufficient to continue operations for at least the next 12 months. However, we
anticipate that we will need to obtain additional debt and/or equity financing in order to achieve our growth objectives and revenue
targets for 2012.



We are currently in the process of closing
a $2.0 million term loan with a module manufacturer whereby the loan repayment of principle and interest will be funded by the
sale of the module manufacturer’s solar modules or through our operating activities in the event of the lack of solar module
sales. Our expectation is that this loan will be executed in the third or fourth quarter of 2012.



We may seek to raise such proceeds 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.  We cannot provide any assurances that we will be able to secure the additional
cash or working capital we will require to achieve our growth objectives and revenue targets.



11







CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS



Lines of Credit



Premier Power Spain has two short term line
of credits for €0.3 million (€0.2 Million and €0.1 Million), which allow for a maximum borrowing of €0.4
million as of June 30, 2012. The short term lines bear interest at 4.03% and 4.15% at June 30, 2012.



At June 30, 2012, the Company had a factoring
agreement with Prestige for up to $2.0 million of advances against eligible receivables.  There were no advances due to Prestige
at June 30, 2012.



Additionally, we received two loans from
a founder in the total amount of $0.1 million in 2011.  These loans bear interest at 6% per annum and are payable on
demand by the founder. The balance at June 30, 2012 was $0.2 million.



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, 2012, and the effect these obligations are expected to have on our liquidity and cash flows in future
periods.



|                                      |  | Payments Due by Period |      
|------------------------------------- |  | ---------------------- | -----
|                                      |  | Total                  |      
|                                      |  | (in thousands)         |      
|Contractual Obligations:              |  |                        |      
|Bank Indebtedness, including interest |  | $                      | 1,315
|Operating Leases                      |  |                        | 113  
|                                      |  | $                      | 1,428



At times we enter into take or pay agreements
with our suppliers.  This provides pricing advantages to the Company in return for supply certainty.  We currently have
no take or pay commitments outstanding and have incurred no losses as a result of these agreements.



Off-Balance Sheet Arrangements



We have not entered into any 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.  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 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 (principal executive Officer) and Chief Financial Officer (principal financial and accounting 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.



12







Changes in Internal Control over Financial Reporting



There was no change in our internal control
over financial reporting during our most recent second quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.



PART II - OTHER INFORMATION



Item 6.  Exhibits.



|Exh. No.  |  | Description                                                                                
|--------- |  | -------------------------------------------------------------------------------------------
|3.1       |  | Certificate of Incorporation, as amended (1)                                               
|3.2       |  | Bylaws, as amended (1)                                                                     
|31.1      |  | Section 302 Certification by the Corporation’s Principal Executive Officer *               
|31.2      |  | Section 302 Certification by the Corporation’s Principal Financial and Accounting Officer *
|          |  |                                                                                            
|32.1      |  | Section 906 Certification by the Corporation’s Principal Executive Officer *               
|32.2      |  | Section 906 Certification by the Corporation’s Principal Financial and Accounting Officer *
|101.INS** |  | XBRL Instance Document                                                                     
|101.SCH** |  | XBRL Taxonomy Extension Schema                                                             
|101.CAL** |  | XBRL Taxonomy Extension Calculation Linkbase                                               
|          |  |                                                                                            
|101.DEF** |  | XBRL Taxonomy Extension Definition Linkbase                                                
|101.LAB** |  | XBRL Taxonomy Extension Label Linkbase                                                     
|101.PRE** |  | XBRL Taxonomy Extension Presentation Linkbase                                              










|*   | Filed herewith.                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|**  | In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.
|    |                                                                                                                                                                 
|(1) | Filed on August 15, 2011 as an exhibit to our Quarterly Report on Form 10-Q, and incorporated herein by reference.                                              
|    |                                                                                                                                                                 





13







SIGNATURES



Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                      | PREMIER POWER RENEWABLE ENERGY, INC.
|--------------------- | ------------------------------------
|                      | (Registrant)                        
|                      |                                     
|Date: August 14, 2012 | By:                                 
|                      |                                     
|                      |                                     
|                      |                                     
|                      |                                     
|                      |                                     
|Date: August 14, 2012 | By:                                 
|                      |                                     
|                      |                                     
|                      |                                     



14