UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q







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


For the quarterly period ended March 31, 2011





o 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





POWER-SAVE ENERGY COMPANY


(Exact name of registrant as specified in its charter)





Utah
87-9369569(state or other jurisdiction of incorporation or organization)
(I.R.S. Employer I.D. No.)








3940-7 Broad Street, #200,

San Luis Obispo, CA 93401(Address of principal executive offices)





(866) 297-7192


(Issuer's telephone number)





with a copy to:


Carrillo, Huettel & Zouvas, LLP


3033 Fifth Ave. Suite 400


San Diego, CA 92103


Telephone (619) 546-6100


Facsimile: (619) 546-6060





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.


Yesx      Noo





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 that the registrant was required to submit and post such files).  Yeso    No (Not required)o





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





Large Accelerated Filer     o                                                                                 Accelerated Filer    o





Non-Accelerated Filer    o                                                                      Smaller Reporting Companyx











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


Yes o  No x





As of May 11, 2011, there were ­­­­­­­­68,328,188shares of the registrant’s $0.001 par value common stock issued and outstanding.




Page - 1


POWER-SAVE ENERGY COMPANY*





TABLE OF CONTENTS





PAGEPART I
FINANCIAL INFORMATIONITEM 1.
FINANCIAL STATEMENTS

3ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

13ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

15ITEM 4.
CONTROLS AND PROCEDURES

15PART II
OTHER INFORMATIONITEM 1.



ITEM 1A.
LEGAL PROCEEDINGS



RISK FACTORS

16



16ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

16ITEM 3.
DEFAULTS UPON SENIOR SECURITIES

16ITEM 4.
[REMOVED AND RESERVED]

16ITEM 5.
OTHER INFORMATION

16ITEM 6.
EXHIBITS

16





Special Note Regarding Forward-Looking Statements





Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Power-Save Energy Company (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.





*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "PWSV" refers to Power-Save Energy Company.







Page - 2




PART I - FINANCIALINFORMATION





ITEM 1.                      FINANCIAL STATEMENTS











IndexUnaudited Consolidated Balance Sheets
F-1Unaudited Consolidated Statements of Operations
F-2Unaudited Consolidated Statements of Cash Flows
F-3Notes to the Consolidated Financial Statements
F-4















Page - 3





POWER-SAVE ENERGY COMPANY


BALANCE SHEET AT MARCH 31, 2011


(Unaudited)





March 31, 2011


December 31, 2010ASSETSCurrent AssetsCash and Cash Equivalents

$
23,486


$
33,528Accounts receivable, net of allowance


1,524,568



1,509,690Inventory


72,079



91,066Federal income taxes recoverable


56,582



77,402Other current assets


14,485



0Total current assets


1,691,200



1,711,686Equipment, net of accumulated depreciation


42,277



53,067Intangible assets, net of accumulated amortization


8,410



8,618Direct response advertising-net


45,708



63,710Other assets


1,400



1,400Total assets

$
1,788,995


$
1,838,481LIABILITIES AND STOCKHOLDERS' EQUITYLiabilitiesCurrent liabilitiesAccounts payable

$
589,706


$
579,561Line of credit


68,724



70,484Other current liabilities


264,512



166,212Income taxes payable


829



818Total current liabilities


923,771



817,075Stockholders' equityPreferred stock, $.001 par value, 10,000,000 sharesAuthorized, none issued and outstandingCommon stock, $.001 par value, 100,000,000 sharesAuthorized, 33,306,988 and 31,306,988 issued and outstanding


33,307



31,307Additional paid-in-capital


1,576,064



1,539,564Retained earnings (accumulated deficit)


(744,147
)


(549,475
)Total stockholders' equity


865,224



1,021,396Total liabilities and stockholders' equity

$
1,788,995


$
1,838,471











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





F - 1





POWER-SAVE ENERGY COMPANY


STATEMENT OF OPERATIONS


FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010


(Unaudited)





2011


2010Revenue, net
$
332,336


$
573,819Cost of salesMerchandise

176,609



153,153Other costs

13,985



27,622Total cost of sales

190,594



180,775Gross margin

141,742



393,044Operating expensesAdvertising and promotion

71,852



90,390Sales commissions

58,142



187,877General and administrative

206,420



240,432Total operating costs and expenses

336,414



518,699Net income (loss) before provision for income taxes

(194,672
)


(125,655
)Provision for (recovery of) income taxes

0



(5,773
)Net income (loss)
$
(194,672
)

$
(119,882
)Earnings per common share:
$
(0.01
)

$
(0.00
)Shares used in computing earnings per share

32,862,543



30,443,662











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






F - 2




POWER SAVE ENERGY COMPANY.


STATEMENTS OF CASH FLOWS


FOR THE THREE MONTHS ENDED MARCH 30, 2011 AND 2010


(Unaudited)





2011


2010Cash flows from operating activitiesNet income (loss)

$
(194,672
)

$
(119,882
)Adjustments to reconcile net income (loss) to net cashProvided by operating activities:Depreciation and amortization


10,999



842Changes in operating assets and liabilities(Increase) decrease in accounts receivable


(14,879
)


(9,955
)(Increase) decrease in inventory


18,987



68,344(Increase)  decrease in prepaid expenses


18,002



21,101(Increase) in other assets


(14,485
)(Increase) in income taxes recoverable


20,820



(45,385
)Decrease in deferred tax credits


0



39,578Increase in accounts payable and other liabilities


146,946



39,536Increase (decrease) in taxes payable






(800
)Net cash provided (used) by operating activities


(8,282
)


(6,621
)Cash flows from investing activitiesIncrease in equipmentInvestmentsNet cash provided (used) by investing activitiesCash flows from financing activitiesRepayment of line of credit


(1,760
)Proceeds from sale of common stock






190,000Net cash provided (used) by financing activities


(1,760
)


190,000Net increase (decrease) in cash and cash equivalents


(10,042
)


183,379Cash and cash equivalents at beginning of period


33,528



321,637Cash and cash equivalents at end of period


23,486



505,016Supplemental disclosure of cash flow information:Other non-cash financing sourcesCommon stock issued to settle Accounts Payable

$
38,500


$
0














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 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 10-K containing the Company's audited financial statements as of and for the year ended December 31, 2010 filed with the Securities and Exchange Commission. The results of operations for the three months ended March 31, 2011 are not necessarily indicative of results to be expected for the entire fiscal year ending December 31, 2011.





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 March 31, 2011 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 recorded at the invoiced amount and are not interest bearing. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables. The Company reviews its accounts receivable by aging category to identify significant customers or invoices with known disputes or collectability issues. For those invoices not specifically reviewed, the Company provides reserves based on the age of the receivable. In determining the amount of the reserve, we make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. The Company also considers historical levels of credit losses and current economic trends that might impact the level of future credit losses. When the Company determines that amounts are uncollectible they are written off against the allowance.





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.





Property and Equipment


Property and equipment are carried at cost. Depreciation of property and equipment is provided using the straight-line method for financial reporting purposes at rates based on the following estimated useful lives:


YearsMachinery and equipment
5-7











For federal income tax purposes, depreciation is computed using the accelerated cost recovery system and the modified accelerated cost recovery system. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.





F - 4





POWER-SAVE ENERGY COMPANY


NOTES TO FINANCIAL STATEMENTS








Equipment and leasehold improvements consists of the following at March31, 2011:


Description

2011


2010Furniture and equipment

$
70,585


$
70,585Less accumulated depreciation


28,308



17,518TOTAL

$
42,277


$
53,067





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.





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 accounts for its stock-based compensation in accordance with ASC Topic 740, "Share-Based Payment, and an Amendment of FASB Statement No. 123." The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. There were no stock options granted during the period ended December 31, 2010.





Income Taxes


Income taxes are accounted for in accordance with ASC Topic 740, 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


ASC Topic 260, “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.











F - 5











POWER-SAVE ENERGY COMPANY.


NOTES TO FINANCIAL STATEMENTS





Direct Response Advertising


Direct response advertising and associated costs capitalized and amortized to selling, general and administrative expenses on a straight line basis after production. Costs are amortized on a straight line basis over 3 years. Management assesses the realizability of the amounts of direct-response advertising costs reported as assets at each balance sheet date by comparing the carrying amounts of direct-response advertising costs reported as assets at each balance sheet date by comparing the carrying amounts of such assets to the probably remaining future net cash flows expected to result directly from such advertising. Advertising that does not meet the capitalization requirements is expensed in the current period.





Net realizable value is determined by comparing the carrying amounts of direct-response advertising costs capitalized as assets at each balance sheet date to the probably remaining future net cash flows expected to result directly from such assets, and impairment loss is recognized in an amount equal to that excess.





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.





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


The adoption of these accounting standards had the following impact on the Company’s statements of income and financial condition:





FASB ASC Topic 855, “Subsequent events”. In May 2009, the FASB issued FASB ASC Topic 855, which establish general standards of accounting and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued. In particular, this Statement sets forth: (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, (iii) the disclosure that an entity should make about events or transactions that occurred after the balance sheet date. The FASB ASC Topic should be applied to the accounting and disclosure of subsequent events. The FASB ASC Topic does not apply to subsequent events or transactions that are within the scope of other applicable accounting standards that provide different guidance on the accounting treatment for subsequent events or transactions. This FASB ASC Topic was effective for interim and annual periods ending after June 15, 2009, which was June 30, 2009 for the Corporation. The adoption of this Topic did not have a material impact on the Company’s financial statements and disclosures.











F - 6

















POWER-SAVE ENERGY COMPANY


NOTES TO FINANCIAL STATEMENTS





FASB ASC Topic 105, “The FASB Accounting Standard Codification and the Hierarchy of Generally Accepted Accounting Principles”. In June 2009, the FASB issued FASB ASC Topic 105, which became the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also source of authoritative GAAP for SEC registrants. On the effective date of this FASB ASC Topic, the Codification will supersede all then-existing non SEC accounting and reporting standards. All other non-SEC accounting literature not included in the Codification will become non-authoritative. This FASB ASC Topic identify the source of accounting principles and the framework for selecting the principles used in preparing the financial statements of nongovernmental entities that are presented in conformity with GAAP. Also, arranged these sources of GAAP in a hierarchy for users to apply accordingly. In other words, the GAAP hierarchy will be modified to include only two levels of GAAP: authoritative and non-authoritative. This FASB ASC Topic was effective for interim and annual periods ending after September 15, 2009.  The adoption of this Topic did not have a material impact on the Company’s financial statements and disclosures.





FASB ASC Topic 320, “Recognition and presentation of Other-Than Temporary Impairment”. In April 2009, the FASB issued FASB ASC Topic 320 amends the other-than –temporary impairment guidance in GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. The FASB ASC Topic does not amend existing recognition and measurement guidance related to other-than temporary impairment of equity securities. The FASB ASC Topic shall be effective for interim and annual reporting periods after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. Earlier adoption for periods ending before March 15, 2009 is not permitted. This FASB ASC Topic does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In the periods after initial adoption, this FASB ASC Topic requires comparative disclosure only for periods ending after initial adoption. The adoption of this Topic did not have a material impact on the Company’s financial statements and disclosures.





FASB ASC Topic 860, “Accounting for Transfer of Financial Assets”. In June, 2009 the FASB issued additional guidance under FASB ASC Topic 860, Accounting for Transfer and Servicing of Financial Assets and Extinguishment of Liabilities”, which improves the relevance , representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effect of a transfer on its financial position , financial performance, and cash flows; and a transferor’s continuing involvement, if  any, in transferred financial assets. The Board undertook this project to address (i) practices that have developed since the issuance of FASB ASC Topic 860, that are not consistent with the original intent and requirements of that statement and (ii) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors. This additional guidance requires that a transferor recognize and initially measure at fair value all assets obtained (including a transferor’s beneficial interest) and liabilities incurred as a result of a transfer of financial assets accounted for as a sale. Enhanced disclosures are required to provide financial statement users with greater transparency about transfers of financial assets and a transferor’s continuing involvement with transferred assets. This additional guidance must be applied ads of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within the first annual reporting period and for the interim and annual reporting periods thereafter. Earlier application is prohibited. This additional guidance must be applied to transfers occurring on or after the effective date.





FASB ASC Topic 810, “Variables Interest Entities”. In June 2009, the FASB issued FASB ASC Topic 810 which requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has both of the following characteristics: (i) The power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (ii) The obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could be potentially significant to the variable interest entity. Additionally, an enterprise is required to assess whether it has an implicit financial responsibility to ensure that a variable interest entity operates as designed when determining whether it has the power to direct the activities of the variable interest entity that most significantly impact the entity’s economic performance. This FASB Topic requires ongoing reassessment of whether an enterprise is the primary beneficiary of a variable interest entity and eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity, which was based on determining which enterprise absorbs the majority of the entity’s expected losses, receives a majority of the entity’s residual returns, or both. This FASB ASC Topic shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for the interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited.














F - 7








POWER-SAVE ENERGY COMPANY


NOTES TO FINANCIAL STATEMENTS





FASB ASC Topic 820, “Fair Value measurement and Disclosures”, an Accounting Standard Update. In September 2009, the FASB issued this Update to amend Subtopic 82010,”Fair Value Measurements and Disclosures”. Overall, for the fair value measurement of investments in certain entities that calculates net asset value per share (or its equivalent). The amendments in this Update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the amendments in this Update on the basis of the net asset value per share of the investment( or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date, including measurement of all or substantially all of the underlying  investments of the investee in accordance with Topic 820. This amendments in this Update also require disclosures by major category of investment about the attributes of investments with the scope of the amendments in this Update, such as the nature of any restrictions on the investor’s ability to redeem its investment at the measurement date, any unfunded commitments( for example, a contractual commitment by the investor to invest in a specific amount of additional capital at a future date to fund investments that will be made by the investee),and the investment strategies of the investee. The major category of investment is required to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security types in GAAP on investments in debt and equity securities in paragraph 321-10-50-1B. The disclosures are required for all investments within the scope of the amendments in this Update regardless of whether the fair value of the investment is measured using the practical expedient. The amendments in this Update apply to all reporting entities that hold an investment that is required or permitted to be measured or disclosed at fair value on a recurring or non recurring basis and, as of the reporting entity’s measurement date, if the investment meets certain criteria. The amendments in this Update are effective for the interim and annual periods ending after December 15, 2009. Earlier application is permitted in financial statements for earlier interim and annual periods that have not been issued.





FASB ASC Topic 740, “Income Taxes”, an Accounting Standard Update. In September 2009, the FASB issued this Update to address the need for additional implementation guidance on accounting for uncertainty in income taxes. The guidance answers the following questions: (i) Is the income tax paid by the entity attributable to the entity or its owners? (ii)What constitutes a tax position for a pass-through entity or a tax-exempt not-for-profit entity? (iii) How should accounting for uncertainty in income taxes be applied when a group of related entities comprise both taxable and nontaxable entities? In addition t, this Update decided to eliminate the disclosure required by paragraph 740-10-50-15(a) through (b) for nonpublic entities. The implementation guidance will apply to financial statements of nongovernmental entities that are presented in conformity with GAAP. The disclosure amendments will apply only to nonpublic entities as defined in Section 740-10-20. For entities that are currently applying the standards for accounting for uncertainty in income taxes, the guidance and disclosure amendments are effective for financial statements issued for interim and annual periods ending after September 15, 2009.





In December 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Issued Update (“ASU”) No. 2010-28—Intangibles—Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts. The amendments in this Update modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with the existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Early adoption is not permitted. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.





In January 2011, the FASB issued ASU No. No. 2011-01,Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20 . This ASU temporarily delays the effective date of the disclosures about troubled debt restructurings in Update 2010-20 for public entities. The delay is intended to allow the Board time to complete its deliberations on what constitutes a troubled debt restructuring. The effective date of the new disclosures about troubled debt restructurings for public entities and the guidance for determining what constitutes a troubled debt restructuring will then be coordinated. Currently, that guidance is anticipated to be effective for interim and annual periods ending after June 15, 2011. Accordingly, the Company has not included the disclosures deferred by this ASU.





Note 4 - Commitments and Contingencies


The Company 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 Company moved out of the location in 2010 and entered into a settlement agreement with the landlord for a total of $30,000 to release it from further obligations under the lease. On March 18, 2011, 142 Cross Street, LLC filed a Complaint against the Company in San Luis Obispo Superior Court, seeking damages for breach of contract.  The suit arises from a dispute surrounding a commercial real estate lease. The current corporate office of the Company is located at 3450 Sacramento San Luis Obispo, CA 93401. The Company is currently leasing a 1400 sq/ft warehouse space on a month-to-month basis for $1,500 per month. There is no material agreement between the Company and the landlord.





F - 8





POWER-SAVE ENERGY COMPANY


NOTES TO FINANCIAL STATEMENTS





The Company has negotiated a line of credit with a bank in the amount of $71,000. The current interest rate on the line of credit is 8.75%. The current balance due on the line of credit as of March 31, 2011, is $68,724.





Note 5 - Income Taxes


The provision for income taxes consists of the following:2011


2010Federal income (recovery) tax

$
0


$
(3,055
)State income tax


0



800Total

$
0


$
(2,255
)





Note 6 - Intangible Assets


Intangible assets consist of those acquired in the asset purchase agreement in 2006 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 March 31, 2011 is as follows:





Intangible assets, at cost

$
12,510Less - amortization allowed


4,100$
8,410





Note 7 - Stockholders Equity


On January 29, 2010, the Company issued a total of 1,900,000 shares of restricted common stock in a private placement. The Company received net proceeds from the offering of $190,000.  The Company issued 250,104 shares of common stock for consulting services associated with this private placement valued at market value of $25,000.





On May 18, 2010, an additional 200,000 shares of restricted common stock was issued in connection with the January 29, 2010 Private Placement.  These shares were valued at market value of $34,000.





On January 21, 2011, the Company registered two million (2,000,000) shares of the Company’s Common Stock on Form S-8, to be issued pursuant to the 2011 Equity Incentive Plan (the “Plan”), to advance the interests of the Company by providing directors, selected employees and consultants of the Company with the opportunity to acquire shares of the Company’s Common Stock.  The Company issued the 2,000,000 shares as of March 31, 2011.





Note 8 - Going Concern
 The Company has not attained profitable operations and is dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.
 
 Note 9 - Subsequent Events
 On April 21, 2011, the Company issued 16,521,200 shares of its common stock to Michael Forster for services rendered to the Company from January 1, 2009 through December 31, 2010.
 
 On April 21, 2011, the Company issued 1,500,000 shares of its common stock to WorldBridge Partners, Inc., in exchange for $15,000, pursuant to a Subscription Agreement dated January 20, 2011.
 
 On April 21, 2011, the Company issued 2,100,000 shares of its common stock to J&C Resource LLC, in exchange for $21,000, pursuant to a Subscription Agreement dated March 28, 2011.
 
 On April 21, 2011, the Company issued 1,000,000 shares of its common stock to David Megan, in exchange for $10,000, pursuant to a Subscription Agreement dated March 30, 2011.
 
 On April 21, 2011, the Company issued 2,000,000 shares of its common stock to the Robert E. Dickey Childrens Irrevocable Trust, in exchange for $20,000, pursuant to a Subscription Agreement dated March 30, 2011.
 
 On April 21, 2011, the Company issued 3,000,000 shares of its common stock to John DeLorme, in exchange for $30,000, pursuant to a Subscription Agreement dated March 30, 2011.
  On April 21, 2011, the Company issued 1,000,000 shares of its common stock to Structured Management Inc., in exchange for $10,000, pursuant to a Subscription Agreement dated March 30, 2011.
  On April 21, 2011, the Company issued 2,400,000 shares of its common stock to WorldBridge Partners, Inc., in exchange for $24,000, pursuant to a Subscription Agreement dated March 30, 2011.
  On April 21, 2011, the Company issued 1,500,000 shares of its common stock to WorldBridge Partners, Inc., in exchange for $15,000, pursuant to a Subscription Agreement dated March 30, 2011.


F - 9








ITEM 2.                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS





FORWARD-LOOKING STATEMENTS





This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our 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 those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.





RESULTS OF OPERATIONS





Three Months Ended March 31, 2011 compared to March 31, 2010





Revenue for the three months ended March 31, 2011 was $332,336 compared to $573,819 for the three months ended March 31, 2010. This was a decrease of $241,483 or 42%. Sale of solar and solar related products for the quarter ended March 31, 2011, were negligent. Sales of all other products continue to be weak as the Company has reduced advertising and promotion.





Gross profit for the three months ended March 31, 2011 was $141,742 compared to $393,044 for the three months ended March 31, 2010. This was a decrease of $251,302 or 64 %. The gross profit margin for the three months ended March 31, 2011 was 43% compared to 68% for the three months ended March 31, 2010. The Company incurred additional costs related to a major solar project completed in 2010.





Advertising and marketing expense for the three months ended March 31, 2011 was $71,852 compared to $90,390 for the three months ended March 31, 2010. This is a decrease of $18,538. The Company eliminated its television advertising during the three months ended March 31, 2011.





Sales commissions for the three months ended March 31, 2011 were $58,142 compared to $187,877 for the three months ended March 31, 2010. This was a decrease of $148,273 (78%). Commissions are based primarily on retail rates and wholesale rates without discounts.





General and administrative expenses for the three months ended March 31, 2011 were $206,420 compared to $240,432 for the three months ended March 31, 2010. This is a decrease of $32,892 (14%). The major increases in general and administrative expenses during the three months ended March 31, 2011 was legal fees by $23,000. Credit and collection costs decreased by approximately $11,000, rent decreased by $13,000, consulting decreased by $16,000 and travel decreased by $19,000





The Company incurred an operating loss during the three months ended March 31, 2011, therefore no provision was made for federal or state income taxes.The Company has a net operating loss carry-forward of approximately $600,000.




Liquidity and Capital Resources





As of March 31, 2011 the current assets exceed the current liabilities by $767,429. The Company has made adjustments to its cost structure that should provide a positive cash flow. The Company does not have any current commitments for capital expenditures or any other commitments that would result in a change in cash flow or cash requirements.





Cash Requirements





Our cash on hand as of March 31, 2011 is $23,486. We do not have sufficient cash on hand to pay the costs of our operations as projected to twelve (12) months or less or to fund our operations for that same period of time. We will require additional financing in order to proceed with some or all of our goals as projected over the next twelve (12) months. We presently do not have any arrangements for additional financing, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with any of our goals projected over the next twelve (12) months and beyond.





Any additional growth of the Company will require additional cash infusions. We may face expenses or other circumstances such that we will have additional financing requirements. In such event, the amount of additional capital we may need to raise will depend on a number of factors. These factors primarily include the extent to which we can achieve revenue growth, the profitability of such revenues, operating expenses, research and development expenses, and capital expenditures. Given the number of programs that we have ongoing and not complete, it is not possible to predict the extent or cost of these additional financing requirements.





Page - 13





Notwithstanding the numerous factors that our cash requirements depend on, and the uncertainties associated with each of the major revenue opportunities that we have, we believe that our plan of operation can build long-term value if we are able to demonstrate clear progress toward our objectives.





Progress in the development of our business plan will likely lend credibility to our plan to achieve profitability.  The failure to secure any necessary outside funding could have an adverse affect on our development and results there from and a corresponding negative impact on shareholder liquidity.





Going Concern





We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.





Off-Balance Sheet Arrangements




We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.





Future Financings





We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.





Critical Accounting Policies





Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.





We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.





Recently Issued Accounting Pronouncements





In March 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-11 (“ASU No. 2010-11”), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company’s adoption of provisions of ASU No. 2010-11 did not have a material effect on the financial position, results of operations or cash flows of the Company.





In February 2010, the FASB issued ASU 2010-10 (“ASU No. 2010-10”), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU No. 2010-10 did not have a material effect on the financial position, results of operations or cash flows of the Company.





In February 2010, the FASB issued ASU 2010-09 (“ASU No. 2010-09”), “Subsequent Events (ASC Topic 855): Amendments to Certain Recognition and Disclosure Requirements.”  ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The Company’s adoption of provisions of ASU No. 2010-09 did not have a material effect on the financial position, results of operations or cash flows of the Company.





Page - 14





In January 2010, the FASB issued ASU 2010-06 (“ASU No. 2010-06”), “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The Company’s adoption of provisions of ASU No. 2010-06 did not have a material effect on the financial position, results of operations or cash flows of the Company.





In January 2010, the FASB issued an amendment to ASC Topic 505, “Equity”, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The Company’s adoption of the amendment to ASC Topic 505 did not have a material effect on the financial position, results of operations or cash flows of the Company.





In January 2010, the FASB issued an amendment to ASC Topic 820, “Fair Value Measurements and Disclosure”, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The Company’s adoption of the amendment to ASC Topic 820 did not have a material effect on the financial position, results of operations or cash flows of the Company.





The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.





ITEM 3.                      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.





ITEM 4.                       CONTROLS AND PROCEDURES





Disclosure Controls and Procedures





Evaluation of Disclosure Controls and Procedures
 
 Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").
 
 Based on this evaluation, our principal executive and principal financial and accounting officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of March 31, 2011.


Page - 15
 
 
 
 Changes in Internal Control over Financial Reporting


There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.









PART II - OTHER INFORMATION







ITEM 1.                       LEGAL PROCEEDINGS





On March 18, 2011, 142 Cross Street, LLC filed a Complaint against the Company in San Luis Obispo Superior Court, seeking damages for breach of contract.  The suit arises from a dispute surrounding a commercial real estate lease.





Other than the foregoing, we know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.





ITEM 1A.                                RISK FACTORS





We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.





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





1.            Quarterly Issuances:









During the quarter, we did not issue any unregistered securities other than as previously disclosed.







2.          Subsequent Issuances:









On April 21, 2011, the Company issued 16,521,200 shares of its common stock to Michael Forster for services rendered to the Company from January 1, 2009 through December 31, 2010.





On April 21, 2011, the Company issued 1,500,000 shares of its common stock to WorldBridge Partners, Inc., in exchange for $15,000, pursuant to a Subscription Agreement dated January 20, 2011.





On April 21, 2011, the Company issued 2,100,000 shares of its common stock to J&C Resource LLC, in exchange for $21,000, pursuant to a Subscription Agreement dated March 28, 2011.





On April 21, 2011, the Company issued 1,000,000 shares of its common stock to David Megan, in exchange for $10,000, pursuant to a Subscription Agreement dated March 30, 2011.





On April 21, 2011, the Company issued 2,000,000 shares of its common stock to the Robert E. Dickey Childrens Irrevocable Trust, in exchange for $20,000, pursuant to a Subscription Agreement dated March 30, 2011.





On April 21, 2011, the Company issued 3,000,000 shares of its common stock to John DeLorme, in exchange for $30,000, pursuant to a Subscription Agreement dated March 30, 2011.







Page - 16





On April 21, 2011, the Company issued 1,000,000 shares of its common stock to Structured Management Inc., in exchange for $10,000, pursuant to a Subscription Agreement dated March 30, 2011.







On April 21, 2011, the Company issued 2,400,000 shares of its common stock to WorldBridge Partners, Inc., in exchange for $24,000, pursuant to a Subscription Agreement dated March 30, 2011.







On April 21, 2011, the Company issued 1,500,000 shares of its common stock to WorldBridge Partners, Inc., in exchange for $15,000, pursuant to a Subscription Agreement dated March 30, 2011.





ITEM 3.                      DEFAULTS UPON SENIOR SECURITIES





None.





ITEM 4.                      [REMOVED AND RESERVED]





ITEM 5.                      OTHER INFORMATION





None.





ITEM 6.                      EXHIBITS





Exhibit

Number

Description of Exhibit
Filing3.01(a)

Certificate of Incorporation
Filed with the SEC on April 4, 2000 as part of our Registration Statement on Form 10-SB.3.01(b)

Certificate of Amendment to Articles of Incorporation
Filed with the SEC on April 4, 2000 as part of our Registration Statement on Form 10-SB.3.01(c)

Certificate of Amendment to Articles of Incorporation
Filed with the SEC on April 4, 2000 as part of our Registration Statement on Form 10-SB.3.01(d)

Articles of Amendment to Articles of Incorporation
Filed with the SEC on November 14, 2002 as part of our Quarterly Report on Form 10-QSB.3.01(e)

Articles of Amendment to Articles of Incorporation
Filed with the SEC on November 14, 2002 as part of our Quarterly Report on Form 10-QSB.3.01(f)

Articles of Amendment to Articles of Incorporation
Filed with the SEC on April 9, 2003 as part of our Current Report on Form 8-K.3.01(g)

Articles of Amendment to Articles of Incorporation
Filed with the SEC on May 22, 2007 as part of our Registration Statement on Form SB-2.3.02

By-Laws
Filed with the SEC on April 4, 2000 as part of our Registration Statement on Form 10-SB.4.01

2011 Equity Incentive Plan
Filed with the SEC on April 20, 2011 as part of our Registration Statement on Form S-8.4.02

Sample Stock Option Agreement
Filed with the SEC on April 20, 2011 as part of our Registration Statement on Form S-8.4.03

Sample Stock Award Agreement for Stock Units
Filed with the SEC on April 20, 2011 as part of our Registration Statement on Form S-8.4.04

Sample Stock Award Agreement for Restricted Stock
Filed with the SEC on April 20, 2011 as part of our Registration Statement on Form S-8.14.01

Code of Ethics
Filed with the SEC on January 3, 2005 as part of our Annual Report on Form 10-KSB.31.01

Certification of Principal Executive Officer Pursuant to Rule 13a-14
Filed herewith.31.02

Certification of Principal Financial Officer Pursuant to Rule 13a-14
Filed herewith.32.01

CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
Filed herewith.32.02

CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
Filed herewith.








Page - 17





SIGNATURES





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





POWER-SAVE ENERGY COMPANY





Dated:  May 13, 2011
/s/ Michael ForsterBy:  Michael Forster

Its:  Chief Executive OfficerDated:  May 13, 2011
/s/ Louis FoxBy:  Louis Fox

Its:  Chief Financial Officer





In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.





Dated:  May 13, 2011
/s/ David ForsterBy:  David Forster

Its:  DirectorDated:  May 13, 2011
/s/ Gary D. StanwyckBy:  Gary D. Stanwyck

Its:  Director








Page - 18