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 JUNE 30, 2010








[   ] 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.  Yesx           No ̈





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 June 30, 2010, the issuer had 30,856,884 shares of its common stock issued and outstanding.













Page - 1











POWER SAVE ENERGY COMPANY


FORM 10-QSB


QUARTER ENDED JUNE 30, 2010





TABLE OF CONTENTS





Part I - Financial Information





Item 1- Financial Statements


Balance Sheet at June 30, 2010


Statement of Operations for the three and six months ended June 30, 2010 and 2009


Statement of Cash Flows for the six months ended June 30, 2010 and 2009


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





Item 4(T)- Controls and Procedures (Evaluation of and Report on Control over Financial Reporting





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


Unaudited





June 30, 2010

December 31, 2010ASSETSCurrent AssetsCash and Cash Equivalents

$391,044

$321,637Accounts receivable, net of allowance

306,906

321,128Inventory

270,296

433,783Prepaid expenses

1,044

7,744Federal income taxes recoverable

289,370

233,615Deferred tax asset

0

50,128Other current assets

9,597

9,597Total current assets

1,268,257

1,377,632Equipment, net of accumulated depreciation

51,585

52,853Intangible assets, net of accumulated amortization

9,035

9,452Direct response advertising-net

124,716

135,220Other assets

28,705

28,705Total assets

$1,482,298

$1,603,862LIABILITIES AND STOCKHOLDERS' EQUITYLiabilitiesCurrent liabilitiesAccounts payable

$94,287

$93,549Total current liabilities

94,287

93,549Stockholders' equityPreferred stock, $.001 par value, 10,000,000 sharesAuthorized, none issued and outstandingCommon stock, $.001 par value, 100,000,000 sharesAuthorized, 30,856,884 and 28,956,884 issued and outstanding

30,857

28,957Additional paid-in-capital

1,481,014

1,292,914Retained earnings (deficit)

(123,860)

188,442Total stockholders' equity

1,388,011

1,510,313Total liabilities and stockholders' equity

$1,482,298

$1,603,862





The accompanying notes are an integral part of these financial statements





Page - 3





POWER-SAVE ENERGY COMPANY


STATEMENT OF OPERATIONS


FOR THE THREE AND SIX MONTHS ENDED June 30, 2010 and 2009


Unaudited





Six Months

Three months2010

2009

2010

2009Revenue, net

$1,125,502

$2,896,807

$551,683

$1,552,746Cost of salesMerchandise

362,139

1,194,434

208,986

483,546Other costs

58,165

115,858

30,543

54,332Total cost of sales

420,304

1,310,292

230,529

537,878Gross margin

705,198

1,586,515

321,154

1,014,868Operating expensesAdvertising and promotion

202,822

255,482

112,432

118,675Sales commissions

371,281

807,676

183,404

450,103General and administrative

448,990

521,962

208,558

307,170Total operating costs and expenses

1,023,093

1,585,120

504,394

875,948Net income (loss) before provision for income taxes

(317,895)

1,395

(183,240)

138,920Provision for (recovery of) income taxes

(5,593)

(5,775)

180

34,737.Net income (loss)

($312,302)

$7,170

($183,420)

$104,183Earnings per common share:

($0.01)

$0.00

($0.01)

$0.00Shares used in computing earnings per share

30,645,773

28,956,884

30,856,884

28,956,884
















The accompanying notes are an integral part of these financial statements










Page - 4








POWER SAVE ENERGY COMPANY.


STATEMENTS OF CASH FLOWS


FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009 (UNAUDITED)





2010

2009Cash flows from operating activitiesNet income (loss)
($312,302)

$7,170Adjustments to reconcile net income (loss) to net cashProvided by operating activities:Depreciation and amortization
1,684

4,634Changes in operating assets and liabilities( Increase) decrease in accounts receivable
14,222

267,071( Increase) decrease in inventory
163,487

426,990( Increase)  decrease in prepaid expenses
17,205

(170,194)(Increase ) in other assets


(9,597)(Increase) in income taxes recoverable
(55,755)Decrease in deferred tax credits
50,128Increase in accounts payable and other liabilities
1,538

124,180Increase (decrease) in taxes payable
(800)

(216,177)Net cash provided (used) by operating activities
(120,593)

185,717Cash flows from investing activitiesIncrease in equipment


(11,029)Investments


(60,000)Net cash provided (used) by investing activities


(71,029)Cash flows from financing activitiesProceeds from sale of common stock
190,000Net cash provided (used) by financing activities
190,000Net increase (decrease) in cash and cash equivalents
69,407

114,688Cash and cash equivalents at beginning of period
321,637

513,249Cash and cash equivalents at end of period
$391,044

$627,937Supplemental disclosure of cash flow information:Income taxes paid
$34

$220,000








The accompanying notes are an integral part of these financial statements







Page - 5








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 10K containing the Company's audited financial statements as of and for the year ended December 31, 2009 filed with the Securities and Exchange Commission. The results of operations for the six months ended June 30, 2010 are not necessarily indicative of results to be expected for the entire fiscal year ending December 31, 2010.





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 June 30, 2010 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.











Page - 6














POWER SAVE ENERGY COMPANY.


NOTES TO FINANCIAL STATEMENTS





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 June 30, 2010.





Income Taxes





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





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.





Page - 7





POWER SAVE ENERGY COMPANY.


NOTES TO FINANCIAL STATEMENTS





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





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.





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.




Page - 8


POWER SAVE ENERGY COMPANY.


NOTES TO FINANCIAL STATEMENTS





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.





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.








Page - 9





POWER SAVE ENERGY COMPANY.


NOTES TO FINANCIAL STATEMENTS





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.





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 Ending December 31, 20102010

$
23,2402011


47,8772012


49,3132013


25,021Total minimum future rental payments

$
145,451





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 June 30, 2009. The current balance due on the line of credit is $-0-.








Note 5 - Income Taxes


The provision for income taxes consists of the following:2010


2009Federal income (recovery) tax

$
(55,755
)

$
(7,275
)State income tax


34



1,500Deferred tax credit


50,128Total

$
(5,593
)

$
(5,775
)Income taxes based on statutory tax rates are as followsFederal income taxes


(106,800
)


475State income tax


(27,456
)


115Other






(6,365
)Valuation allowance


128,663Total

$
(5,593
)

$
(5,775
)





Page - 10





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 June 30, 2010 is as follows:





Intangible assets, at cost

$
12,510Less - amortization allowed


3,475$
9,035





Note 7- Private Placement





On January 29, 2010, the Company issued 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.





Note 8- Other Developments





February 9, 2010, Power-Save Energy Company announced a contract from California Power-Save to supply a complete photovoltaic solar system for installation on a lighted Billboard in Sonoma County California. On the back of the Sonoma County Energy Independence Program, Power-Save Energy Co. and CA Power-Save will be installing 1.225k grid-tie solar systems complete with new retrofit high efficiency lighting on a Billboard owned by Veale Investment Properties. The first installation for Veale Investment Properties will be on a high profile Billboard along the U.S. Route 101 Freeway in Santa Rosa, CA.





March 1, 2010, Solar Acquisition Corp. (OTCBB: SLRX) announced an agreement to form a joint venture with Power-Save Energy (OTCBB: PWSV) to offer solar products and services to the retail market. Under the proposed joint venture, SA and Power Save will offer products and services to individual users in the U.S. market. Power-Save currently markets its solar panels directly to the end user through a national network. Solar Acquisition expects to develop additional opportunities as a result of its anticipated activities in the commercial and municipal markets. Power Save's expertise in the retail sector will allow SA to monetize these opportunities faster and more efficiently.





On March 30, 2010, Power-Save announced the Patent Pending Status number 61/318,445 for Green Billboard Design. The Power-Save provisional patent application titled, "Solar Powered Illumination Apparatus" was filed with the USPTO on March 29, 2010 and now entitles Power-Save to market the Green Billboard package as Patent Pending.




contract from California Power-Save to supply a complete photovoltaic solar system for installation on an Agriculture Water Pump System in Shasta County California. Power-Save Energy Co. will supply all the solar equipment and CA Power-Save will be installing this 32.725 kW solar array. This specific contract is worth $194,423.00. This project is significant to Power-Save Energy Co. in that it furthers the company's pursuit of larger commercial projects. This agriculture installation has been funded through an agricultural grant of $48,500.00, a Pacific Gas and Electric rebate of $26,000.00, and a Federal Tax Grant of $55,000.00. The customer will save approximately $10,000.00 per year in electrical costs to pump water and have a ROI of approximately 7 years.








Page - 11













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


We currently manufacture and sell three products. The PS1200 is our initial product which is designed for residential use. Our PS3200 and PS3400 products are designed for light commercial and light industrial use.





All of our products are designed to reduce our customer's electricity consumption and reduce their electric utility bill. Our products reduce the amount of power drawn from the utility by storing (in their capacitors) otherwise lost electricity (watts) derived from the inductive motors in your home or business. Inductive motors are found in such devices as air conditioning units, refrigerators, freezers, washers, dryers, dishwashers, pool pumps, vacuum cleaners, furnace blower motors, and fans. The technology applied by our products collects that otherwise lost electricity and stores it. When your inductive motors are initiated, electricity is drawn from that stored electricity back to your inductive loads, thus reducing your demand for electricity.





The PS1200 is a single phase 200 amp power factor correction device. It is commonly installed on single family residence. The unit weighs approximately 7 lbs, measures 6" x 6" x 4", and installs using a 20 amp double pull breaker into the electrical panel of any home. The Power-Save 1200 is typically installed by a licensed electrician.





The PS3200 is a three phase 200 amp power factor correction device. The PS3400 is a three phase 400 amp power factor correction device. They have been designed for installation in light commercial applications. Target customers for these products are gasoline service stations, corner grocery stores, fast food restaurants, car wash facilities, Laundromats, and similar businesses. The units weigh 11 lbs, measure 10"x 10" x 6", and install using a 30 amp triple pull breaker into the electrical panel of any commercial establishment. The units are typically installed by a licensed electrician.





Power-Save purchases wholesale and resells at retail our Solar and Wind Turbine products.  Power-Save does not own or manufacture these products independently; instead we are just a reseller of these products direct to the public.  We purchase and sell standard photovoltaic systems consisting of Solar Panels, Roof Racking and Inverters.  We purchase and sell standard wind turbine technologies consisting of Mounting Structure, Poles, a Wind Turbine, and an Inverter.





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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.





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.





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





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.





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.





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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.





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.








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(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.





Three Months Ended June 30, 2010 compared to 2009





Revenue for the three months ended June 30, 2010 was $551,683 compared to $1,552,746 for the three months ended June 30, 2009. This was a decrease of $1,001,063 or 64%. Sale of solar and solar related products for the quarter ended June 30, 2010, were negligent. During the three months ended June 30, 2009 sales from solar and related products were approximately $250,000. The decrease was due to lack of new construction and home improvements as a result of the recession, particularly in California. Sales to electricians and wholesale clients were also weak. In prior quarters, they would purchase multiple units, but during the current period they reduced their inventories and purchased products only when needed for installation. Retail sales of the Company’s power savings devices have also decreased.





Gross profit for the three months ended June 30, 2010 was $321,154 compared to $1,014,868 for the three months ended June 30, 2009. This was a decrease of $783,714 or 77 %. The gross profit margin for the three months ended June 30, 2010 was 58% compared to 65% for the three months ended June 30, 2009. There are several factors that have caused the overall gross profit and gross profit margin to decrease. Solar products are sold in a competitive market and are a material cost when renovating residences and commercial buildings. Solar products typically have a lower gross profit margin than the retail and wholesale gross profit on power savings devices. There has also more competition in the wholesale market reducing the gross profit on power savings devices. The cost of sales includes the cost of the power savings products manufactured for the Company and solar products purchased from outside vendors. Other costs included in costs of goods sold are warehouse costs and shipping expenses. The product mix during the three months ended June 30, 2010 was primarily retail and wholesale sales of the Power Save 1200, 3200 and 3400





Advertising and marketing expense for the three months ended June 30, 2010 was $112,432 compared to $118,675 for the three months ended March 31, 2009. This is a decrease of $6,243. The Company revived its television advertising during the three months ended June 30, 2010.





Sales commissions for the three months ended June 30, 2010 were $183,404 compared to $450,103 for the three months ended June 30, 2009. This was a decrease of $266,699 (59%). Commissions are based primarily on retail rates and wholesale rates without discounts. During the period ended June 30, 2010, the decrease in retail sales was approximately 60% from the prior year.





General and administrative expenses for the three months ended June 30, 2010 were $208,558 compared to $305,170 for the three months ended June 30, 2009. This is a decrease of $98,612 (32%). The major decreases in general and administrative expenses included officer’s compensation of $60,000; and travel of approximately $36,000.





Due to the losses during the period the Company has recorded a recovery of Federal income taxes in the amount of $5,600 which was reduced by a reduction in deferred tax credits. The Company will carry back any net operating loss to recover taxes paid in prior periods.








Revenue for the six months ended June 30, 2010 was $1,125,502 compared to $2,896,807 for the six months ended June 30, 2009. This was a decrease of $1,001,063 or 64% Sale of solar and solar related products for the quarter ended June 30, 2010, were negligent. During the six months ended June 30, 2009 sales from solar and related products were approximately $550,000. The decrease was due to lack of new construction and home improvements as a result of the recession, particularly in California. Sales to electricians and wholesale clients were also weak. In prior quarters, they would purchase multiple units, but during the current period they reduced their inventories and purchased products only when needed for installation. Retail sales of the Company’s power savings devices have also decreased.





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Gross profit for the six months ended June 30, 2010 was $705,198 compared to $1,586,515 for the six months ended June 30, 2009. This was a decrease of $881,317 or 55 %. The gross profit margin for the six months ended June 30, 2010 was 62% compared to 55% for the six months ended June 30, 2009. There are several factors that have caused the overall gross profit and gross profit margin to increase. Solar products are sold in a competitive market and are a material cost when renovating residences and commercial buildings. Solar products typically have a lower gross profit margin than the retail and wholesale gross profit on power savings devices. There has also more competition in the wholesale market reducing the gross profit on power savings devices. The cost of sales includes the cost of the power savings products manufactured for the Company and solar products purchased from outside vendors. Other costs included in costs of goods sold are warehouse costs and shipping expenses. The product mix during the six months ended June 30, 2010 was primarily retail and wholesale sales of the Power Save 1200, 3200 and 3400





Advertising and marketing expense for the six months ended June 30, 2010 was $202,822 compared to $255,482 for the six months ended June 30, 2009. This is a decrease of $52,660. The Company revived its television advertising during the three months ended June 30, 2010. During the six months ended June 30, 2009, the Company completed the installation of a demonstration model of a solar paneled roof, incorporating the solar panels as a component of the roof tile as an alternative to using a rack system and solar panels. Power-Save incorporated Open Energy solar tiles in the demonstration model. The cost of the model was $41,000.








Sales commissions for the six months ended June 30, 2010 were $371,281 compared to $807,676 for the six months ended June 30, 2009. This was a decrease of $436,395 (54%). Commissions are based primarily on retail rates and wholesale rates without discounts. During the period ended June 30, 2010, the decrease in retail sales was approximately 52% from the prior year.





General and administrative expenses for the six months ended June 30, 2010 were $448,990 compared to $521,962 for the three months ended June 30, 2009. This is a decrease of $72,972 (14%). The major decreases in general and administrative expenses included officer’s compensation of $65,000; and travel of approximately $37,000.Professional fees increased by approximately $43,000, including $10,000 for legal and $33,000 in outside consulting





Due to the losses during the period the Company has recorded a recovery of Federal income taxes in the amount of $5,600 which was reduced by a reduction in deferred tax credits. The Company will carry back any net operating loss to recover taxes paid in prior periods.








Liquidity and Capital Resources.


As of June 30, 2010 the current assets exceeded the current liabilities by $1,173,970.  This is a decrease of approximately $110,000 from December 31, 2009.The Company loss of $312,000 was partially offset by the $190,000 raised in a private placement in January 2010. Cash for the period ended June 30, 2010 increased by $69,407, which included $190,000 from the proceeds of the private placement. The Company expects to receive approximately $290,000 back from the IRS for net operating losses carried back to 2007 and 2008. 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.





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 which the Company currently considers to be 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.





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 limits 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.





Page - 16


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





The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean the company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow  timely decisions regarding disclosure.





As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified.  Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.








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:





−
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.





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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, 2010. 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, 2010, 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.








Page - 18










PART II - OTHER INFORMATION





ITEM 1 Legal Proceeding.


On October 27, 2009, the Company filed a lawsuit against Ray Baxter, Daniel Acosta, Scott Francis and Arizona Power-Save L.C. for breach of contract.  The Company alleges the Defendants owe the Company $296,750.00 from renewable energy products sold to Defendants.





ITEM 1A. Risk Factors.


None.





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


None.





ITEM 3 Defaults upon Senior Securities.


None.





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


None.





ITEM 5 Other Information.


None.





ITEM 6 Exhibits.


Exhibit No.
Description
Location31.1
Certification of Chief Executive Officer pursuantto Section 302 of the Sarbanes-Oxley Act of2002
Filed herewith31.2
Certification of Chief Financial Officer pursuantto Section 302 of the Sarbanes-Oxley Act of2002
Filed herewith32.1
Certification of Chief Executive Officer pursuantto Section 906 of the Sarbanes-Oxley Act of2002
Filed herewith32.2
Certification of Chief Financial Officer pursuantto Section 906 of the Sarbanes-Oxley Act of2002
Filed herewith













Page - 19








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: August 12, 2010
By /s/ Michael ForsterMichael ForsterChief Executive Officer














Date: August 12, 2010
By/s/ Louis FoxLouis FoxChief Financial Officer










Page - 20














EXHIBIT 31.1





POWER-SAVE ENERGY


CERTIFICATIONS PURSUANT TO


SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002





CERTIFICATION





I, Michael Forster, certify that:





1. I have reviewed this quarterly report on Form 10-Q for the quarter ending June 30, 2010 of Power-Save Energy Company;





2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;





3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;





4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:





(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;





(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;





(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and





(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and





5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):





(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and





(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.





Dated: August 12, 2010
By:/s/ Michael ForsterMichael ForsterChief Executive Officer







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EXHIBIT 31.2





POWER-SAVE ENERGY


CERTIFICATIONS PURSUANT TO


SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002





CERTIFICATION





I, Louis Fox, certify that:








1. I have reviewed this quarterly report on Form 10-Q for the quarter ending June 30, 2010 of Power-Save Energy Company;





2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;





3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;





4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:





(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;





(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;





(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and





(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and





5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):





(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and





(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.








Dated: August 12, 2010
By:/s/ Louis FoxLouis FoxChief Financial Officer











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EXHIBIT 32.1


CERTIFICATION PURSUANT TO


18 U.S.C. SECTION 1350,


AS ADOPTED PURSUANT TO


SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002








In connection with the Quarterly Report of Power-Save Energy Company, (the “Company”) on Form 10-Q for the period ending June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Forster, President, Chief Executive Officer of the Company and a member of the Board of Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:





(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and





(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





Dated: August 12, 2010
By:/s/ Michael ForsterMichael ForsterChief Executive Officer










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EXHIBIT 32.2





CERTIFICATION PURSUANT TO


18 U.S.C. SECTION 1350,


AS ADOPTED PURSUANT TO


SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002








In connection with the Quarterly Report of Power-Save Energy Company, (the “Company”) on Form 10-Q for the period ending June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Louis Fox, Chief Financial Officer of the Company and a member of the Board of Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:





(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and





(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





Dated: August 12, 2010
By:/s/ Louis FoxLouis FoxChief Financial Officer













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