UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q






(Mark
One






[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934




FOR THE
QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008








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








FOR THE
TRANSITION PERIOD FROM ___________ TO __________






COMMISSION FILE NUMBER:000–30215









(Exact
name of small business issuer as specified in its charter)




Utah
            87-9369569(State
      or other jurisdiction of incorporation or
            (IRS
      Employer Identification No.)organization)3940-7 Broad Street, #200, San
      Luis Obispo, CA 93401(address
      of principal executive offices)866-297-7192(Registrant's
      telephone number)N/A(Former
      name, former address and former fiscal year, if changed since last
      report)






Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
 YesxNo ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.




Large
      accelerated filer          
            Accelerated
      filer           
                Non-accelerated
      filer            
            Smaller
      reporting company
   X








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







State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:  As of September 30, 2008, the issuer
had 28,956,884 shares of its common stock issued and outstanding.










Page
- 1





POWER
SAVE ENERGY COMPANY


FORM
10-QSB


QUARTER
ENDED SEPTEMBER 30, 2008





TABLE OF
CONTENTS





Part I - Financial
Information





Item 1-
Financial Statements





Balance Sheet at September 30, 2008





Statement of Operations for the three and nine months ended
September 30, 2008 and 2007





Statement of Cash Flows for the nine months ended September 30,
2008 and 2007





Notes to Financial Statements





Item 2 -
Management's Discussion and Analysis or Plan of Operations





Item 3
Quantitative and Qualitative Disclosures  about Market
Risk





Item 4-
Controls and Procedures





Part II - Other Information





Item 1 -
Legal Proceedings


Item
1A- Risk Factors





Item 2 -
Changes in Securities and Use of Proceeds





Item 3 -
Default upon Senior Securities





Item 4 -
Submission of Matters to a Vote of Security Holders





Item 5 -
Other Information





Item 6 -
Exhibits and Reports on Form 8-K





Signatures











Page
- 2










PART
1 - FINANCIAL INFORMATION








POWER SAVE ENERGY COMPANY


BALANCE SHEET


AS
OF  SEPTEMBER 30, 2008


Unaudited





ASSETS


Current
      AssetsCash
      and Cash Equivalents
            
            $
            436,565Accounts
      receivable
            
            
            1,086,565Inventory
            
            
            1,068,962Prepaid
      expenses
            
            
            119,445Total
      current assets
            
            
            2,711,537Equipment,
      net of accumulated depreciation
            
            
            17,008Intangible
      assets, net of accumulated amortization
            
            
            10,494Other
      assets
            
            
            28,705Total
      assets$
            2,767,744LIABILITIES
      AND STOCKHOLDERS' EQUITYLiabilitiesCurrent
      liabilitiesAccounts
      payable
            
            $
            63,961Income
      taxes payable
            
            
            317,000Total
      current liabilities
            
            
            380,961Stockholders'
      equityPreferred
      stock, $.001 par value, 10,000,000 sharesAuthorized,
      none issued and outstandingCommon
      stock, $.001 par value, 100,000,000 shares
            
            
            28,957Authorized, 28,956,884 issued and outstandingAdditional
      paid-in-capital
            
            
            1,427,514Retained
      earnings
            
            
            930,312Total
      stockholders' equity
            
            
            2,386,783Total liabilities and
      stockholders' equity
            
            $
            2,767,744





The
accompanying notes are an integral part of these financial
statements








F
- 1







POWER-SAVE
ENERGY COMPANY


STATEMENT OF OPERATIONS


FOR
THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 and 2007


Unaudited








NINE
      MONTH
            
            
            THREE
      MONTHS2008
            
            
            2007
            
            
            2008
            
            
            2007Revenue,
      net
            
            $
            4,628,772
            
            
            $
            1,760,908
            
            
            $
            2,513,496
            
            
            $
            703,502Cost
      of salesMerchandise
            
            
            1,468,936
            
            
            
            299,279
            
            
            
            1,074,159
            
            
            
            148,200Other
      costs
            
            
            184,974
            
            
            
            50,254
            
            
            
            94,058
            
            
            
            10,831Total
      cost of sales
            
            
            1,653,910
            
            
            
            349,533
            
            
            
            1,168,217
            
            
            
            159,031Gross
      margin
            
            
            2,974,862
            
            
            
            1,411,375
            
            
            
            1,345,279
            
            
            
            544,471Operating
      expensesAdvertising
      and promotion
            
            
            361,496
            
            
            
            316,052
            
            
            
            231,816
            
            
            
            120,322Sales
      commissions
            
            
            883,888
            
            
            
            456,773
            
            
            
            337,724
            
            
            
            208,442General
      and administrative
            
            
            612,374
            
            
            
            295,623
            
            
            
            299,587
            
            
            
            149,946Total
      operating costs and expenses
            
            
            1,857,758
            
            
            
            1,068,448
            
            
            
            869,127
            
            
            
            478,710Net
      income (loss) before provision for income taxes
            
            
            1,117,104
            
            
            
            342,927
            
            
            
            476,152
            
            
            
            65,761Provision
      for income taxes
            
            
            359,689
            
            
            
            91,100
            
            
            
            165,700
            
            
            
            10,279Net
      income (loss)
            
            $
            757,415
            
            
            $
            251,827
            
            
            $
            310,452
            
            
            $
            55,482Earnings
      per common share:Basic
            
            $
            0.027
            
            
            $
            0.009
            
            
            $
            0.011
            
            
            $
            0.002Diluted
            
            $
            0.027
            
            
            
            N/A
            
            
            $
            0.011
            
            
            
            N/AShares
      used in computing earnings per shareBasic
            
            
            28,207,994
            
            
            
            27,031,168
            
            
            
            28,956,884
            
            
            
            27,031,168Diluted
            
            
            28,381,245
            
            
            
            N/A
            
            
            
            29,303,386
            
            
            
            N/A








The
accompanying notes are an integral part of these financial
statements





F
- 2


POWER
SAVE ENERGY COMPANY.


STATEMENTS OF CASH FLOWS


FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007 (UNAUDITED)





2008
            
            
            2007Cash
      flows from operating activitiesNet
      income (loss)
            
            $
            757,415
            
            
            $
            251,827Adjustments
      to reconcile net income (loss) to net cashProvided
      by operating activities:Depreciation
      and amortization
            
            
            2,582
            
            
            
            1,280Stock
      based compensation expense
            
            
            134,600Changes
      in operating assets and liabilitiesIncrease
      in accounts receivable
            
            
            (1,040,142
            )
            
            
            (19,304
            )Increase
      in inventory
            
            
            (958,094
            )
            
            
            (29,090
            )Increase
      in prepaid expenses
            
            
            (109,444
            )Increase
      in accounts payable and other liabilities
            
            
            16,928
            
            
            
            25,921Increase
      in taxes payable
            
            
            198,842
            
            
            
            91,100Net
      cash provided (used) by operating activities
            
            
            (997,313
            )
            
            
            321,734Cash
      flows from investing activitiesIncrease
      in equipment
            
            
            (13,276
            )
            
            
            (4,468
            )Increase
      in security deposit
            
            
            (28,705
            )Net
      cash provided (used) by investing activities
            
            
            (41,981
            )
            
            
            (4,468
            )Cash
      flows from financing activitiesIssuance
      of common stock
            
            
            1,033,871Proceeds
      from line of credit, net
            
            
            
            
            
            
            (13,137
            )Net
      cash provided (used) by financing activities
            
            
            1,033,871
            
            
            
            (13137
            )Net
      increase (decrease) in cash and cash equivalents
            
            
            (5,423
            )
            
            
            304,129Cash
      and cash equivalents at beginning of period
            
            
            441,989
            
            
            
            89,910Cash
      and cash equivalents at end of period
            
            $
            436,566
            
            
            $
            394,039Supplemental
      disclosure of cash flow information:Income
      taxes paid
            
            $
            160,747

















The
accompanying notes are an integral part of these financial
statements










F
- 3








POWER
SAVE ENERGY COMPANY.


NOTES TO FINANCIAL STATEMENTS





The
following financial information is submitted in response to the requirements of
Form 10-Q and does not purport to be financial statements prepared in accordance
with generally accepted accounting principles. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted,
although Power Save Energy Company (the "Company") believes the disclosures that
are made are adequate to make the information presented not misleading. Further,
in the opinion of the management, the interim financial statements reflect
fairly the financial position and results of operations for the periods
indicated.





It is
suggested that these interim financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's Form 10KSB
containing the Company's audited financial statements as of and for the year
ended December 31, 2007 filed with the Securities and Exchange Commission. The
results of operations for the nine months ended September 30, 2008 are not
necessarily indicative of results to be expected for the entire fiscal year
ending December 31, 2008.





Note
1 - Organization and Principal Activities





Organization
and Description of Business





Power-Save
Energy Company ("the Company") is the successor corporation of Mag Enterprises,
Inc., a Utah corporation incorporated on July 30, 1980. On September 10, 1993,
an Amendment to the Articles of Incorporation was filed to change its name from
Mag Enterprises, Inc. to Safari Associates, Inc. On September 12, 2006, an
amendment to the articles of incorporation was filed to change its name from
Safari Associates, Inc. to Power-Save Energy Company.





The
Company manufactures, markets, and sells renewable energy and energy savings
products





Note
2 - Summary of Significant Accounting Policies





Basis
of Presentation





The
financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of the
financial statements requires management to make estimates and assumptions that
affect the reported amounts in the financial statements, including the estimated
useful lives of tangible and intangible assets. Management believes the
estimates used in preparing the financial statements are reasonable and prudent.
Actual results could differ from these estimates.





Financial
Instruments





The
Company's financial instruments include cash and cash equivalents, accounts
receivable and accounts payable. At September 30, 2008 the carrying cost of
these instruments approximate their fair value.





Cash
Equivalents





Cash
equivalents include highly liquid investments with maturities of three months or
less.





Accounts
Receivable





Accounts
receivable are trade receivables which are reviewed by management on a quarterly
basis. The Company records a provision for uncollectible accounts when
collectibility is in doubt.





Inventory





Inventory
is stated at the lower of cost or market, with cost determined on a FIFO basis.
Inventory includes electric savings devices and renewable energy solar
systems.





Intangible
Assets





In
accordance with SFAS No. 142, "Goodwill and Other Intangible Assets," the
Company evaluates intangible assets and other long-lived assets for impairment,
at least on an annual basis and whenever events or changes in circumstances
indicate that the carrying value may not be recoverable from its estimated
future cash flows. Recoverability of intangible assets and other long-lived
assets is measured by comparing their net book value to the related projected
undiscounted cash flows from these assets, considering a number of factors
including past operating results, budgets, economic projections, market trends
and product development cycles. If the net book value of the asset exceeds the
related undiscounted cash flows, the asset is considered impaired, and a second
test is performed to measure the amount of impairment loss.




F
- 4








POWER
SAVE ENERGY COMPANY.


NOTES
TO FINANCIAL STATEMENTS


Revenue
Recognition





Revenue
is recognized in accordance with SEC Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements". The Company recognizes revenue when the
significant risks and rewards of ownership have been transferred to the customer
pursuant to applicable laws and regulations, including factors such as when
there has been evidence of a sales arrangement, delivery has occurred, or
service have been rendered, the price to the buyer is fixed or determinable, and
collection is reasonably assured. The Company is responsible for warehousing and
shipping the merchandise.





Stock - Based
Compensation





The
Company may periodically issue shares of common stock for services rendered or
for other costs and expenses. Such shares will be valued based on the market
price of the shares on the transaction date.





The
Company may periodically issue stock options to employees and stock options or
warrants to non-employees in non-capital raising transactions for services and
for financing costs.





The
Company has adopted Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS No. 123"), which establishes a
fair value method of accounting for stock-based compensation plans.





The
provisions of SFAS No. 123 allow companies to either record an expense in the
financial statements to reflect the estimated fair value of stock options to
employees, or to continue to follow the intrinsic value method set forth in
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees", but to disclose on an annual basis the pro-forma effect on net
income (loss) and net income (loss) per share had the fair value of the stock
options been recorded in the financial statements. SFAS No. 123 was amended by
SFAS No., 148, which now requires companies to disclose in interim financial
statements the pro-forma effect on net income (loss) and net income (loss) per
common share of the estimated fair value of stock options issued to
employees.





In
accordance with SFAS No. 123, the cost of stock options and warrants issued to
non-employees is measured at the grant date based on the fair value of the
award. The fair value of the stock-based award is determined using the
Black-Scholes option-pricing model. The resulting amount is charged to expenses
on the straight-line basis over the period in which the Company expects to
receive benefit, which is generally the vesting period.





Pro Forma
Financial Disclosure - In accordance with SFAS No. 123, the Company will provide
footnote disclosure with respect to stock-based employee compensation. The value
of a stock-based award will be determined using the Black-Scholes option-pricing
model, whereby compensation cost is the fair value of the award as determined by
the pricing model at the grant date or other measurement date. The resulting
amount will be charged to expense on the straight-line basis over the period in
which the Company expects to receive benefit, which is generally the vesting
period.





Income
Taxes





Income
taxes are accounted for in accordance with SFAS 109, Accounting for Income
Taxes, using the asset and liability method. Deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and tax credit carry forwards.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.





Earnings
Per Common Share





Statement
of Financial Accounting Standards No. 128, "Earnings Per Share", requires
presentation of basic earnings per share ("Basic EPS") and diluted earnings per
share ("Diluted EPS"). Basic earnings (loss) per share is computed by dividing
earnings (loss) available to common stockholders by the weighted average number
of common shares outstanding (including shares reserved for issuance) during the
period. Diluted earnings per share gives effect to all potential dilutive common
shares outstanding during the period.





Advertising





Advertising,
promotion and marketing programs are charged to operations in the period
incurred.





Segmented
Information





Management
has determined that the Company operates in one dominant industry segment.
Additional segment disclosure requirements will be evaluated as it expands its
operations.




F
- 5





POWER
SAVE ENERGY COMPANY.


NOTES
TO FINANCIAL STATEMENTS





Concentration
of Credit Risk





Financial
instruments, which potentially subject the Company to concentrations of credit
risk, consist of cash and cash equivalents and accounts receivables. The Company
places its cash with high quality financial institutions and at times may exceed
the FDIC $100,000 insurance limit. The Company extends credit based on an
evaluation of the customer's financial condition, generally without collateral.
Exposure to losses on receivables is principally dependent on each customer's
financial condition. The Company monitors its exposure for credit losses and
maintains allowances for anticipated losses, as required. Accounts are
"written-off" when deemed uncollectible.





Special
- purpose entities





The
Company does not have any off-balance sheet financing activities.





Use
of estimates





The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles (GAAP) requires management to make estimates and
assumptions that affect the amounts reported in the financial statements. The
Company bases its estimates on historical experience, management expectations
for future performance, and other assumptions as appropriate. Key areas affected
by estimates include the assessment of the recoverability of long-lived assets,
which is based on such factors as estimated future cash flows. The Company
re-evaluates its estimates on an ongoing basis. Actual results may vary from
those estimates.





Website
Development Costs





The
Company accounts for website development costs in accordance with Emerging
Issues Task Force (EITF) No. 00-2. Accordingly, all costs incurred in the
planning stage are expensed as incurred, costs incurred in the website
application and infrastructure development stage are accounted for in accordance
with Statement of Position (SOP) 98-1 which requires the capitalization of
certain costs that meet specific criteria, and costs incurred in the day to day
operation of the website are expensed as incurred.





Note
3 - Recently issued accounting pronouncements





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities“. This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. The Company is currently assessing the impact
of SFAS No. 159 on its financial position and results of
operations.




In June
2007, the FASB issued FASB Staff Position No. EITF 07-3, “Accounting for
Nonrefundable Advance Payments for Goods or Services Received for use in Future
Research and Development Activities” (“FSP EITF 07-3”), which addresses whether
nonrefundable advance payments for goods or services that used or rendered for
research and development activities should be expensed when the advance payment
is made or when the research and development activity has been performed.
Management is currently evaluating the effect of this pronouncement on financial
statements.




In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business
Combinations.” SFAS No. 141 (Revised 2007) changes how a reporting enterprise
accounts for the acquisition of a business. SFAS No. 141 (Revised 2007) requires
an acquiring entity to recognize all the assets acquired and liabilities assumed
in a transaction at the acquisition-date fair value, with limited exceptions,
and applies to a wider range of transactions or events. SFAS No. 141 (Revised
2007) is effective for fiscal years beginning on or after December 15, 2008 and
early adoption and retrospective application is prohibited.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements”, which is an amendment of Accounting Research
Bulletin (“ARB”) No. 51. This statement clarifies that a noncontrolling interest
in a subsidiary is an ownership interest in the consolidated entity that should
be reported as equity in the consolidated financial statements. This statement
changes the way the consolidated income statement is presented, thus requiring
consolidated net income to be reported at amounts that include the amounts
attributable to both parent and the noncontrolling interest. This statement is
effective for the fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Based on current conditions, the
Company does not expect the adoption of SFAS 160 to have a significant impact on
its results of operations or financial position.





In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities an amendment of FASB Statement No.  133.” This
Statement changes the disclosure requirements for derivative instruments and
hedging activities. Entities are required to provide enhanced disclosures about
(a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity’s financial position, financial performance, and
cash flows. Based on current conditions, the Company does not expect the
adoption of SFAS 161 to have a significant impact on its results of operations
or financial position.








F
- 6











POWER
SAVE ENERGY COMPANY.


NOTES
TO FINANCIAL STATEMENTS








In April
2008, the FASB issued 142-3 “Determination of the useful life of Intangible
Assets”, which amends the factors a company should consider when developing
renewal assumptions used to determine the useful life of an intangible asset
under SFAS142. This Issue is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within those
fiscal years. SFAS 142 requires companies to consider whether renewal can be
completed without substantial cost or material modification of the existing
terms and conditions associated with the asset. FSP 142-3 replaces the previous
useful life criteria with a new requirement—that an entity consider its own
historical experience in renewing similar arrangements. If historical experience
does not exist then the Company would consider market participant assumptions
regarding renewal including 1) highest and best use of the asset by a market
participant, and 2) adjustments for other entity-specific factors included in
SFAS 142. The Company is currently evaluating the impact that adopting SFAS
No.142-3 will have on its financial statements.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” This Statement identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). This Statement will not have an impact
on the Company’s financial statements.





In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts, an interpretation of FASB Statement No. 60.” The scope of
this Statement is limited to financial guarantee insurance (and reinsurance)
contracts, as described in this Statement, issued by enterprises included within
the scope of Statement 60. Accordingly, this Statement does not apply to
financial guarantee contracts issued by enterprises excluded from the scope of
Statement 60 or to some insurance contracts that seem similar to financial
guarantee insurance contracts issued by insurance enterprises (such as mortgage
guaranty insurance or credit insurance on trade receivables). This Statement
also does not apply to financial guarantee insurance contracts that are
derivative instruments included within the scope of FASB Statement No. 133,
“Accounting for Derivative Instruments and Hedging Activities.” This Statement
will not have an impact on the Company’s financial statements.




Note 4 - Commitments and
Contingencies


The
Company has entered into a lease for showroom and warehouse space beginning on
June 15, 2008 for a period of five years expiring on June 14, 2013.





The
following is a schedule of minimum future rental payments:


Year
      EndingDecember
      31,2008
            
            
            
            $11,2502009
            
            
            
            45,3982010
            
            
            
            46,4822011
            
            
            
            47,8772012
            
            
            
            49,3132013
            
            
            
            25,021Total
      minimum future rental payments
            
            $225,341





The
Company has negotiated a line of credit with a bank in the amount of $71,000.
The line of credit bears interest at 12.00% as of September 30, 2008. The
balance due on the line of credit is $-0-.





Note
5 - Income Taxes








The
      provision for income taxes consists of the following:2008
            
            
            2007Federal
      income tax
            
            $
            261,710
            
            
            $
            70,500State
      income tax
            
            
            97,979
            
            
            
            20,600Total
            
            $
            359,689
            
            
            $
            91,100Income
      taxes based on statutory tax rates are as followsFederal
      income taxes
            
            $
            379,800
            
            
            $
            116,595State
      income tax
            
            
            94000
            
            
            
            30,188Other
            
            
            (114,111
            )
            
            
            (55,673
            )Total
            
            $
            359,689
            
            
            $
            91,108







F
- 7






POWER
SAVE ENERGY COMPANY.
 NOTES
TO FINANCIAL STATEMENTS


Note 6 - Intangible
Assets





Intangible
assets consist of those acquired in the asset purchase agreement with Advanced
Builder Energy Technologies LLC (ABET), and U.S. Energy Conservation Corp. which
includes ,logos, rights, licenses, designs and approvals, the customer lists. A
summary of intangible assets as of September 30, 2008 is as
follows:





Intangible
      assets, at cost
            
            $
            12,510Less
      - amortization allowed
            
            
            2,016$
            10,494





Note
7 - Common Stock





Private
Placement


During
the period ended June, 2008, the Company issued a total of 1,925,716 shares of
restricted common stock in a private placement with net proceeds of $1,033,871
received by the Company. The company issued a warrant to the underwriter to
purchase 75,078 share of restricted common stock at $.58 per
share.  The Company intends to account for the fair value of the
warrant as an expense of the private offering resulting in a charge directly to
stockholders’ equity.  The Company estimates that the fair value of
this warrant is approximately


$109,853
($ 1.46 Per Unit) using a Black-Scholes option pricing model.  The
fair value of the warrant granted to the underwriter is estimated as of the date
of grant using the following assumptions:  (I) expected volatility of
40 %, (2) risk free interest rate of 2.75 % and (3) expected life of 2
years.





Options


On May
16, 2008, the Company issued 1,450,000 stock options to several service
providers and consultants to purchase shares of common stock at $2.01 per share.
These options expires on May 16, 2008and are subject to certain vesting
requirements.  The options were valued at $712,587 using the
Black-Scholes formula for valuing options.  The variables used in the
calculation were a risk-free interest rate of 2.75%, expected volatility of 40%
and a two year maturity. The following is a Table of the outstanding Options
issued.





Louis
      Fox
            LOUIS
      B. FOX, CPA, PC
            Contract
      Accounting
            100,000Jason
      Wiseman
            Independent
      Sales
            Internet
      Product Sales
            150,000Adam
      Elmquest
            Independent
      Sales
            Inside
      Product Sales
            50,000David
      Forster
            Independent
      Sales
            BOD,
      Inside Product Sales
            500,000Gary
      Stanwyck
            
            BOD
            350,000Robert
      Kleebauer
            Independent
      Sales
            Outside
      Product Sales
            150,000William
      Wells
            Independent
      Sales
            Tech
      Support, Product Sales
            150,0001,450,000








Preferred
Stock


On May 5,
2008, the Company amended its Articles of Incorporation to include authorization
to issue up to 10,000,000 preferred shares at $.001 par value.  The
Preferred Stock will be designated as “Series a Preferred Stock” which will
carry 100 to 1 conversion and voting rights and entitles the holder thereof to
100 common votes for each one Preferred Share.  There are no preferred
shares issued.





Note
8 -Acquisition





Acquisition


On April
15, 2008, the Company entered into a Acquisition Agreement with U.S. Energy
Conservation Corporation (hereinafter "U.S. Energy"), a California corporation
pursuant to which the Company agreed to acquire substantially all of U.S. Energy
in exchange for cash and common shares of the Company.





As of
September 30, 2008, both parties agreed to rescind the transaction and U.S.
Energy agreed to return the $25,000.00 deposit to Power-Save Energy
Company.




F
- 8






POWER
SAVE ENERGY COMPANY.
 NOTES
TO FINANCIAL STATEMENTS


Note 9 -
Litigation





On or
about September 2007, the Company was served with lawsuit from a former
director/officer in the United States District Court, Southern District of New
York (Case No. 07CIV4770 (SCR)), for breach of contract, quantum meruit, and
unjust enrichment. Between November 2000 and April 2006, the former director /
officer claim the company owes $113,400.00 from loans the defendant made and
approximately $500,000.00 in compensation. The Company was unaware of the
allegations prior to the commencement of the lawsuit. The company's former Chief
Executive Officer, on behalf of the Company, has hired counsel to defend the
lawsuit which is still in the stages of discovery.




F
- 9





Item
2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS




FORWARD-LOOKING
STATEMENTS





This
quarterly report contains forward-looking statements as that term is defined in
Section 27A of the United States Securities Act of 1933 and section 21E of the
United States Securities Exchange Act of 1934.  These statements relate to
future events or our future financial performance.  In some cases, you can
identify forward-looking statements by terminology such as “may”, “should”,
“expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”,
“potential” or “continue” or the negative of these terms or other comparable
terminology.  These statements are only predictions and involve known and
unknown risks, uncertainties and other factors, including the risks in the
section entitled “Risk Factors” that may cause our or our industry’s actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking
statements.




Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements.  Except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.




Our
financial statements are stated in United States dollars and are prepared in
conformity with generally accepted accounting principles in the United States of
America for interim financial statements.  The following discussion should
be read in conjunction with our financial statements and the related notes that
appear elsewhere in this quarterly report.




The
following discussion should be read in conjunction with the Company’s interim
consolidated financial statements and the notes related thereto included in item
1 above which have been prepared in accordance with the accounting principles
generally accepted in the United States of America. The discussion of results,
causes and trends should not be construed to imply any conclusion that such
results, causes or trend will necessarily continue in the future.







(a)
Plan of Operation


Power-Save
Energy Co. manufactures, markets, and sells electricity saving devices for
homeowners, Power-Save 1200, 3200, and 3400.Power-Save also markets and sells
renewable energy devices, photovoltaic electric electricity systems, Power-Save
Solar and Power-Save Wind Turbine that produce electricity generated from wind
energy. The product lines are intended to reduce the homeowner's electricity
consumption, generate renewable energy and overall reduce the consumer's
electric utility bill. Power-Save Energy Company intends to market quality,
tested products and continue to seek out and offer innovative new energy savings
products to the consumer.





Power-Save
will continue to utilize the power of television and purchase national cable
commercial time to run its 60 second and 120 second DRTV spot. Power-Save will
continue to sell its residential unit directly to the public and continue to add
value to its brand through aggressive advertisement.





On April
15, 2008, we entered into a Acquisition Agreement with U.S. Energy Conservation
Corporation (hereinafter "U.S. Energy"), a California corporation pursuant to
which the Company agreed to acquire substantially all of U.S. Energy in exchange
for cash and common shares of the Company. The Company paid Twenty Five Thousand
Dollars ($25,000.00) in cash for the assets upon closing with additional future
payments.





As of
September 30, 2008, both parties agreed to rescind the transaction and U.S.
Energy agreed to return the $25,000.00 deposit to Power-Save Energy
Company.


Cash Requirements and of Need for
additional funds: twelve months. We continue to face certain minimal cash
requirements for corporate maintenance, legal and professional and auditing
expenses. Our cash requirements for these purposes are not in
issue.





Cautionary Statement: There
can be no assurance that we will be successful in raising capital through
private placements or otherwise. Even if we are successful in raising capital
through the sources specified, there can be no assurances that any such
financing would be available in a timely manner or on terms acceptable to us and
our current shareholders. Additional equity financing could be dilutive to our
then existing shareholders, and any debt financing could involve restrictive
covenants with respect to future capital raising activities and other financial
and operational matters.




Page
- 12







Critical Accounting Policies
and Recent Accounting Pronouncements






Management
believes the estimates, assumptions and judgments involved in the accounting
policies described below have the greatest potential impact on the Company’s
financial statements. Because of the uncertainty inherent in these matters,
actual results could differ from the estimates used in applying the critical
accounting policies. Within the context of these critical accounting policies,
management is not currently aware of any reasonably likely event that would
result in materially different amounts being reported.






Recent
accounting pronouncements




In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities“. This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. The Company is currently assessing the impact
of SFAS No. 159 on its financial position and results of
operations.


In June
2007, the FASB issued FASB Staff Position No. EITF 07-3, “Accounting for
Nonrefundable Advance Payments for Goods or Services Received for use in Future
Research and Development Activities” (“FSP EITF 07-3”), which addresses whether
nonrefundable advance payments for goods or services that used or rendered for
research and development activities should be expensed when the advance payment
is made or when the research and development activity has been performed.
Management is currently evaluating the effect of this pronouncement on financial
statements.





In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business
Combinations.” SFAS No. 141 (Revised 2007) changes how a reporting enterprise
accounts for the acquisition of a business. SFAS No. 141 (Revised 2007) requires
an acquiring entity to recognize all the assets acquired and liabilities assumed
in a transaction at the acquisition-date fair value, with limited exceptions,
and applies to a wider range of transactions or events. SFAS No. 141 (Revised
2007) is effective for fiscal years beginning on or after December 15, 2008 and
early adoption and retrospective application is prohibited.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements”, which is an amendment of Accounting Research
Bulletin (“ARB”) No. 51. This statement clarifies that a noncontrolling interest
in a subsidiary is an ownership interest in the consolidated entity that should
be reported as equity in the consolidated financial statements. This statement
changes the way the consolidated income statement is presented, thus requiring
consolidated net income to be reported at amounts that include the amounts
attributable to both parent and the noncontrolling interest. This statement is
effective for the fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Based on current conditions, the
Company does not expect the adoption of SFAS 160 to have a significant impact on
its results of operations or financial position.





In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities an amendment of FASB Statement No.  133.” This
Statement changes the disclosure requirements for derivative instruments and
hedging activities. Entities are required to provide enhanced disclosures about
(a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity’s financial position, financial performance, and
cash flows. Based on current conditions, the Company does not expect the
adoption of SFAS 161 to have a significant impact on its results of operations
or financial position.





In April
2008, the FASB issued 142-3 “Determination of the useful life of Intangible
Assets”, which amends the factors a company should consider when developing
renewal assumptions used to determine the useful life of an intangible asset
under SFAS142. This Issue is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within those
fiscal years. SFAS 142 requires companies to consider whether renewal can be
completed without substantial cost or material modification of the existing
terms and conditions associated with the asset. FSP 142-3 replaces the previous
useful life criteria with a new requirement—that an entity consider its own
historical experience in renewing similar arrangements. If historical experience
does not exist then the Company would consider market participant assumptions
regarding renewal including 1) highest and best use of the asset by a market
participant, and 2) adjustments for other entity-specific factors included in
SFAS 142. The Company is currently evaluating the impact that adopting SFAS
No.142-3 will have on its financial statements.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” This Statement identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). This Statement will not have an impact
on the Company’s financial statements.





In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts, an interpretation of FASB Statement No. 60.” The scope of
this Statement is limited to financial guarantee insurance (and reinsurance)
contracts, as described in this Statement, issued by enterprises included within
the scope of Statement 60. Accordingly, this Statement does not apply to
financial guarantee contracts issued by enterprises excluded from the scope of
Statement 60 or to some insurance contracts that seem similar to financial
guarantee insurance contracts issued by insurance enterprises (such as mortgage
guaranty insurance or credit insurance on trade receivables). This Statement
also does not apply to financial guarantee insurance contracts that are
derivative instruments included within the scope of FASB Statement No. 133,
“Accounting for Derivative Instruments and Hedging Activities.” This Statement
will not have an impact on the Company’s financial statements.




Page
- 13





(b) Management's Discussion and
Analysis of Financial Condition and Results of Operations. This
discussion and analysis of our financial condition and results of operations
includes "forward-looking" statements that reflect our current views with
respect to future events and financial performance. We use words such as
"expect," "anticipate," "believe," and "intend" and similar expressions to
identify forward-looking statements. You should be aware that actual results may
differ materially from our expressed expectations because of risks and
uncertainties inherent in future events and you should not rely unduly on these
forward looking statements. We will not necessarily update the information in
this discussion if any forward-looking statement later turns out to be
inaccurate. Reference in the following discussion to "our", "us" and "we" refer
to our operations and the operations of our subsidiaries, except where the
context otherwise indicates or requires.




This
discussion and analysis of financial condition and results of operations should
be read in conjunction with our audited Financial Statements included in this
filing. Our consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States, and reflect
our historical financial position, results of operations, and cash flows. The
financial information included in this filing, is not necessarily indicative of
our future performance.








Nine Months Ended September
30, 2008 VS September 30, 2007


Revenue
for the nine month period ended September 30, 2008 was $4,628,772 compared to
$1,760,908 for the nine months ended September 30 ,2007. This was an increase of
$2,867,864 (163%). Sales of electricity savings devices for homeowners and small
businesses increased by approximately $1,900,000, an increase of about 108% over
the nine months ended September 30, 2007. Sales of solar products accounted for
approximately $1,000,000 of the increase in revenue. Gross profit for the nine
months ended September 30, 2008 was $2,974,862compared to $1,411,375 the nine
months ended September 30, 2007. This was an increase of $1,456,489 or
103%.  The gross profit margin for the nine months ended September 30,
2008 was 65% compared to 80% for the nine months ended September 30, 2007. The
decrease in gross profit was due to two factors: the increase in commercial
sales and sales through resellers and sales of the new line of solar renewable
energy products.





Advertising
and marketing expenses for the nine months ended September 30, 2008 were
$316,496 compared to $316,052 for the nine months ended September 30, 2007, an
increase of $45,444 (14%) . The Company produced a new television commercial
promoting its solar energy products, which started airing in June of 2008.
..Sales commissions for the nine months ended September 30, 2008 were$883,888
compared to $456,773 for the nine months ended September 30, 2007, an increase
of $427,115 (94%). Sales commissions increased at a slower rate than the
increase in overall sales due to the growth in the number of resellers of the
Company’s products.





General
and administrative expenses for the nine months ended September 30, 2008 were
$612,374, compared to $295,623 for the nine months ended September 30, 2007, an
increase of $316,751 or 107%. The major increases during the nine months ended
September 30, 2008 are as follows: Stock option expense during the period was
$134,600. There was no comparable cost in 2007 and this expense accounted for
42% of the increase from 2007. Travel and entertainment expense for the period
increased by $107,242 (an increase of approximately 1200% over 2007). The travel
was directly related to the search of new products related to energy savings
devices and renewable energy sources. Fees for credit cards and internet payment
services increased by $42,331 or approximately 180%. Rent expense for the period
was $25,065. There was no corresponding expense in 2007. Increases and decreases
in other general and administrative expenses were not material.





The
Company recorded a provision of approximately $359,689 for federal and state
income taxes for the nine months ended June 30, 2008.The effective tax rate was
32.2.





Three Months Ended September
30, 2008 VS Three Months ended Sptember 30, 2007


Revenue
for the three months ended September 30, 2008 were $2,513,496 compared to
$703,502 for the three months ended September 30, 2007, an increase of
$1,809,994 or approximately 257%. Gross profit for the three months ended
September 30, 2008 was $1,345,279 compared to $544,471, for the three months
ended September 30,2007, an increase of $800,808 or 147%. The gross profit
margin for the three months ended September 30, 2008 was 54% compared to 77% for
the three months ended September 30, 2007 due to the sales of solar
products.





Operating
expenses for the three months ended September 30, 2008 were $869,127 compared to
$478,710 for the three months ended September 30, 2007, an increase of
$290,417or 61%, which was a much smaller increase than that of revenue growth.
Stock option expense accounted for $91,053 or 31% of the increase.





Liquidity and Capital
Resources.


As of
September 30, 2008 the current assets exceeded the current liabilities by
$2,330,576. During the period ended September 30, 2008, the Company issued a
total of 1,925,716 restricted shares of common stock with the Company receiving
net proceed of approximately $1,033,081.The proceeds were used to purchase for
inventory Solar and Wind products, fund the acquisition of "US Energy" and
prepay for television commercials for the two new products. The Company is
profitable and has been able to generate sufficient funds from its current
operations to fund its current level of activity.





ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK





Investors
should consider each of the following risk factors and the other information in
this Quarterly Report, including Power-Save’s financial statements and the
related notes, in evaluating the Company’s business and prospects. The risks and
uncertainties described below are not the only ones that impact on Power-Save’s
business. Additional risks and uncertainties not presently known to the Company
or the Company currently considers immaterial may also impair its business
operations. If any of the following risks actually occur, the Company’s business
and financial results could be harmed. In that case, the trading price of
Power-Save’s Common Stock could decline.





1.
Power-Save’s stock price is volatile with wide fluctuations in the past that are
likely to continue in the future. The Company’s common stock trades domestically
on the OTC-BB, a relatively illiquid and extremely volatile market. In order to
maintain its listing status on the OTC-BB, the Company must file periodic
reports with the SEC in a timely manner. If the Company does not maintain its
reporting status it may have its securities delisted from the
OTC-BB.




Page
- 14





2. A
small number of Power-Save’s stockholders own a substantial amount of the
Company's Common Stock, and if such stockholders were to sell those shares in
the public market within a short period of time, the price of Power-Save’s
Common Stock could drop significantly.





3.
Power-Save may not be able to attract and retain qualified personnel necessary
for the implementation of its business strategy. If the Company is not able to
attract or retain qualified personnel, it is likely that the Company would be
unable to remain competitive in its business resulting in a material adverse
effect on Power-Save’s operations.





4.
Power-Save does not expect to pay dividends in the foreseeable future. Because
the Company does not intend to pay dividends in the foreseeable future, the
potential return on an investor’s investment in the Company’s common stock
cannot include any dividend income.





5. “Penny
Stock” rules may make buying or selling Power-Save’s Common Stock difficult, and
severely limit market liquidity. The Company’s common stock is defined as a
“penny stock” under applicable federal securities laws. As such, the Company’s
shares are more difficult to purchase and sell than other securities not subject
to the “penny stock” rules.





6. Future
Equity Financings May Dilute Your Ownership Interests. The Company relies upon
the availability of equity capital to fund its growth, which financing may or
may not be available on favorable terms or at all. We cannot guarantee that
additional financing, refinancing or other capital will be available in the
amounts we desire or on favorable terms.





7. As of
the date of this Report, we have raised equity capital through the issuance of
shares of our restricted common stock and will continue to do so for the
foreseeable future. Subject to the implementation of our ongoing plan of
operations and any revenues generated in relation thereto, we anticipate
continuing to rely on equity sales of our common stock in order to fund our
business operations. Issuances of additional shares will result in dilution to
our existing stockholders. There is no assurance that we will achieve any
additional sales of our equity securities or arrange for debt or other financing
to fund our planned business activities.





8. The
Company does not carry Officer and Director Liability Insurance coverage which
would reduce the ability of investors to recover damages in the case of a claim
against the Company and or its officers and directors for breach of duties or
other liability claims.





ITEM
4. CONTROLS AND PROCEDURES





Evaluation of Disclosure
Controls and Procedures


We
maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) that are designed to be effective in providing reasonable assurance that
information required to be disclosed in our reports under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission (the “SEC”),
and that such information is accumulated and communicated to our management to
allow timely decisions regarding required disclosure.





In
designing and evaluating disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable, not absolute assurance of achieving the
desired objectives. Also, the design of a control system must reflect the fact
that there are resource constraints and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty and that breakdowns can occur because of simple error or mistake. The
design of any system of controls is based, in part, upon certain assumptions
about the likelihood of future events and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions.





As of the
end of the period covered by this report, we carried out an evaluation, under
the supervision and with the participation of management, including our chief
executive officer and principal financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based upon that
evaluation, management concluded that our disclosure controls and procedures are
effective as of June 30, 2008 to cause the information required to be disclosed
by us in reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods prescribed by SEC,
and that such information is accumulated and communicated to management,
including our chief executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required
disclosure.





Item
4(T). CONTROLS AND PROCEDURES





Evaluation of and Report on
Internal Control over Financial Reporting


The
management of Power-Save Energy Company is responsible for establishing and
maintaining adequate internal control over financial reporting. Internal control
over financial reporting is defined in Rule 13a-15(f) or 15d-15(f)
promulgated under the Securities Exchange Act of 1934 as a process designed by,
or under the supervision of, the company’s principal executive and principal
financial officers and effected by the company’s board of directors, management
and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures that:







Page
- 15


−
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      company;−
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with accounting
      principles generally accepted in the United States of America and that
      receipts and expenditures of the company are being made only in accordance
      with authorizations of management and directors of the
      company; and−
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the company’s assets that
      could have a material effect on the financial
  statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Because of the inherent
limitations of internal control, there is a risk that material misstatements may
not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.





Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of June 30, 2008. In making this assessment, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control-Integrated Framework.





Based on
its assessment, management concluded that, as of June 30, 2008, the Company’s
internal control over financial reporting is effective based on those
criteria.





Changes
in Internal Control over Financial Reporting





There was no change in our internal
controls over financial reporting identified in connection with the requisite
evaluation that occurred during our last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.





PART II - OTHER INFORMATION





ITEM
1 Legal Proceeding .





On or
about September 6, 2007, the Power-Save Energy Company was served with a lawsuit
from a former officer of the Predecessor Company, Safari Associates, Inc. The
former officer, Stephen Steeneck, alleges breach of contract, quantum meruit,
unjust enrichment and other state causes of actions for failure to remit payment
on loans Mr. Steeneck alleges he made to Safari Associates, Inc. and for failure
to pay deferred compensation in the amount of $500,000.00. Power-Save Energy
Company is in discovery stage of this lawsuit.





ITEM
1A. Risk Factors.


Not
applicable.





ITEM 2 Unregistered Sales of Equity
Securities and Use of Proceeds .





During
the period ended June, 2008, the Company issued a total of 1,925,716 shares of
restricted common stock in a private placement with net proceeds of $1,033,871
received by the Company. The company issued a warrant to the underwriter to
purchase 75,078 share of restricted common stock at $.58 per
share.  The Company intends to account for the fair value of the
warrant as an expense of the private offering resulting in a charge directly to
stockholders’ equity.  The Company estimates that the fair value of
this warrant is approximately


$109,853
($ 1.46 Per Unit) using a Black-Scholes option pricing model.  The
fair value of the warrant granted to the underwriter is estimated as of the date
of grant using the following assumptions:  (I) expected volatility of
40 %, (2) risk free interest rate of 2.75 % and (3) expected life of 2
years.





Options


On May
16, 2008, the Company issued 1,450,000 stock options to several service
providers and consultants to purchase shares of common stock at $2.01 per share.
These options expires on May 16, 2008and are subject to certain vesting
requirements.  The options were valued at $43,547 using the
Black-Scholes formula for valuing options.  The variables used in the
calculation were a risk-free interest rate of 2.75%, expected volatility of 40%
and a two year maturity.








ITEM
3 Defaults upon Senior Securities.


None.





ITEM
4 Submissions of Matters to a Vote of Security Holders.


None.




Page
- 16





ITEM
5 Other Information.


None.





ITEM
6 Exhibits.


Exhibit
      No.
            Description
            Location31.1
            Certification of Chief Executive Officer pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002
            Filed
      herewith31.2
            Certification of Chief Financial Officer pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002
            Filed
      herewith32.1
            Certification of Chief Executive Officer pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002
            Filed
      herewith32.2
            Certification of Chief Financial Officer pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002
            Filed
      herewith











SIGNATURES





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





POWER
      SAVE ENERGY COMPANY





Date:
      November 12, 2008
            By
      /s/
      Michael
      ForsterMichael
      ForsterChief
      Executive Officer











Page
- 17