-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qa+kM/gtTs2BYweFu9keduT62ODFyB2Trc3uqMSKaqzvOiVyxMnrfbwSJiTQ6RjU tnOKr9Vas/ZR3AvCLlM+Ww== 0001116502-05-002501.txt : 20051114 0001116502-05-002501.hdr.sgml : 20051111 20051114153027 ACCESSION NUMBER: 0001116502-05-002501 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050331 FILED AS OF DATE: 20051114 DATE AS OF CHANGE: 20051114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POWER SAVE INTERNATIONAL INC CENTRAL INDEX KEY: 0001110480 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 880227424 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-33890 FILM NUMBER: 051200973 BUSINESS ADDRESS: STREET 1: 5800 NW 64 AVENUE STREET 2: BUILDING 26 #109 CITY: TAMARAC STATE: FL ZIP: 33319 BUSINESS PHONE: 9547221615 MAIL ADDRESS: STREET 1: 5800 NW 64 AVENUE STREET 2: BUILDING 26 #109 CITY: TAMARAC STATE: FL ZIP: 33319 10QSB 1 powersave-10qsb.txt QUARTERLY REPORT DATED MARCH 31, 2005 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended MARCH 31, 2005 [ ] Transition report under Section 13 or 15(d) of the Exchange Act For the transition period from _________ to Commission File No. 333-33890 POWER SAVE INTERNATIONAL, INC. ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) NEVADA 88-0227424 - ------------------------------ ------------------------------------ (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 4333 ADMIRALTY WAY, SUITE 100P, MARINA DEL REY, CA 90292 -------------------------------------------------------- (Address of Principal Executive Offices) (310) 821-2244 ------------------------------------------------ (Issuers Telephone Number, Including Area Code) N/A -------------------------------------------------------------------------- (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the last practicable date. Common Stock, $.001 par value per share, 9,676,311 shares were issued and outstanding at November 7, 2005 Transitional Small Business Disclosure Format (check one) Yes [ ] No [X] Item 1: Financial Statements POWER SAVE INTERNATIONAL, INC. TABLE OF CONTENTS PAGE(S) 3 ITEM 1. FINANACIAL STATEMENTS PAGE(S) 4 CONDENSED BALANCE SHEET AS OF MARCH 31, 2005 (UNAUDITED) PAGE(S) 5 CONDENSED STATEMENTS OF OPERATION'S FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004 (UNAUDITED) PAGE(S) 6-7 CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004 (UNAUDITED) PAGE(S) 8-11 CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004 AND FROM THE PERIOD OF INCEPTION MAY 8, 1987 THROUGH MARCH 31, 2005 (UNAUDITED) PAGE(S) 12 NOTES TO CONDENSED FINANCIAL STATEMENTS AS OF MARCH 31, 2005 (UNAUDITED) PAGE(S) 13-14 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION PAGE(S) 14-15 ITEM 3. CONTROLS AND PROCEDURES PAGE(S) 15 PART II- OTHER INFORMATION PAGE(S) 15 ITEM 1. LEGAL PROCEEDINGS PAGE(S) 15 ITEM 2. CHANGES IN SECURITIES PAGE(S) 15 ITEM 3. DEFAULTS UPON SENIOR SECURITIES PAGE(S) 15 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS PAGE(S) 15 ITEM 5. OTHER INFORMATION PAGE(S) 15 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits PAGE(S) 17-18 CERTIFICATION 2 Item 1. Financial Statements As used herein, the term "Company" refers to Power Save International, Inc., a Nevada corporation, and predecessors unless otherwise indicated. Unaudited, condensed interim financial statements including a balance sheet for the Company as of the quarter ended March 31, 2005 and statements of operations, and statements of cash flows for the interim period up to the date of such balance sheet and the comparable period of the preceding year are attached hereto and are incorporated herein by this reference. BASIS OF PRESENTATION The accompanying unaudited financial statements are presented in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions for Form 10-QSB and Item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The accompanying statements should be read in conjunction with the audited financial statements for the year ended December 31, 2004. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading have been included. Operating results for the quarter ended March 31, 2005 are not necessarily indicative of results that may be expected for the year ended December 31, 2005. The financial statements are presented on the accrual basis. 3 POWER SAVE INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED BALANCE SHEET MARCH 31, 2005 (UNAUDITED) ASSETS Cash $ 1,766 Note receivable 5,000 Available for sale securities 271,120 ------------- CURRENT ASSETS $ 277,886 Inventory 4,000,000 Investment 500,000 Intellectual property 400,000 ------------- TOTAL ASSETS $ 5,177,886 ============= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 220,455 Wages payable 75,000 Loans payable - related party 1,805 Current loan payable 289,000 ------------- Total Current Liabilities 586,260 ------------- STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock; 50,000,000 shares authorized; $.001 Par Value; 296,300 shares issued and outstanding at March 31, 2005 296 Capital stock, $.001 Par Value; 50,000,000 shares authorized; 9,676,311 shares issued and outstanding at March 31, 2005 9,676 Additional paid-in capital 6,949,941 Deficit accumulated during the development stage (2,351,342) Accumulated other comprehensive loss (16,945) ------------- Total Stockholders' Equity 4,591,626 ------------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 5,177,886 =============
See accompanying notes to the unaudited condensed financial statements. 4 POWER SAVE INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
For the For the Three Three Months Inception Months Ended Through Ended March March 31, March 31, 31, 2005 2004 2005 ----------- ------------ ------------- NET SALES $ - $ - $ 5 91,656 COST OF SALES - - 352,207 ----------- ---------------------------- GROSS MARGIN - - 239,449 ----------- ---------------------------- EXPENSES Research and Development - - 119,554 Reserve Against Product Rights - - 244,000 Impairment of Intellectual Property - - 100,000 Depreciation and Amortization - - 550,510 General and Administrative Expenses 59,658 14,208 1,331,609 ----------- ---------------------------- TOTAL OPERATING EXPENSES 59,658 14,208 2,345,673 ----------- ---------------------------- NET LOSS FROM OPERATIONS (59,658) (14,208) (2,106,224) ----------- ---------------------------- OTHER INCOME (EXPENSE) Gain(loss) on Sale of Marketable Securities 5,090 - 172,296 Write Down of Marketable Securities - - (364,326) Nonrefundable Option Income - - 23,000 Interest Expense (746) - (115,880) Dividend and Interest Income 1 - 13,005 Other Income - - 1,684 Forgiveness of Debt - - 25,103 ----------- ---------------------------- TOTAL OTHER INCOME (LOSS) 4,345 - (245,118) ----------- ---------------------------- NET LOSS BEFORE INCOME TAXES (55,313) - (2,351,342) PROVISION FOR INCOME TAXES - - - ----------- ---------------------------- NET LOSS $ (55,313) $ (14,208) $ (2,351,342) =========== ============================ BASIC AND DILUTED LOSS PER SHARE $ (0.01) $ (0.00) $ (0.23) =========== ============================ WEIGHTED AVERAGE SHARES OUTSTANDING 9,676,311 6,414,149 9,676,311 =========== ============================
See accompanying notes to condensed financial statements. 5 POWER SAVE INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the For the Three Three Months Months Inception Ended Ended Through March 31, March 31, March 2005 2004 31, 2005 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (55,313) $ (14,208) (2,351,342) Adjustments to reconcile net loss from net cash used in operating activities: Depreciation and amortization - - 550,510 Common Stock Issued for Lease - - 225,000 Common Stock Issued for Services - - 4,700 Impairment of Intellectual Property - - 100,000 (Gain) on Sale of Securities (5,090) - (172,296) Write down of Marketable Securities - - 364,326 Contributed Interest - - 70,018 Contributed Rent and Officer Compensation - - 110,000 Reserve against Assets and Liabilities - - 244,000 Changes in Assets and Liabilities: (Increase) in Other Assets - - - Increase in Accounts and Loans Payable 23,289 14,208 108,662 Increase in Accrued Interest - - 32,382 Increase in Wages Payable 37,500 - 75,000 (Decrease) in Advances from Shareholder - - 93,863 ------------ ------------ ------------ Net Cash Used By Operating Activities 386 - (545,177) ------------ ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Product Rights, Development Costs and Intangibles - - (244,000) Purchase of Fixed Assets - - (15,478) Note Receivable (5,000) - (5,000) Increase in Organization Costs - - (36,408) Purchase of Marketable Securities (289,000) - (309,056) Proceeds from Sale of Marketable Securities 6,025 - 410,291 ------------ ------------ ------------ Net Cash Provided (Used) By Investing Activities (287,975) - (199,651) ------------ ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from Issuance of Common Stock, net - 369,212 Proceeds from Debt 289,000 - 289,000 Contributed Capital - 88,382 ------------ ------------ ------------ Net Cash Provided By Financing Activities 289,000 - 746,594 ------------ ------------ ------------ NET INCREASE (DECREASE) IN CASH 1,411 - 1,766 CASH - BEGINNING OF PERIOD 355 - - ------------ ------------ ------------ CASH - END OF PERIOD $ 1,766 $ - $ 1,766 ============ ============ ============
See accompanying notes to condensed financial statements. 6 POWER SAVE INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the For the Three Three Months Months Inception Ended Ended Through March 31, March 31, March 2005 2004 31, 2005 ------------ ------------ ------------ SUPPLEMENTAL CASH FLOW INFORMATION: Stock Issued In Exchange for Goods and Services and Marketable Securities and Debt $ - $ - $ 6,185,900 ============ ============ ============ Stock Issued In Exchange for License Fee $ - $ - $ 500,000 ============ ============ ============ Cash Paid for Interest $ - $ - $ 1,302 ============ ============ ============ Cash Paid for Income Taxes $ - $ - $ - ============ ============ ============
See accompanying notes to condensed financial statements. 7 POWER SAVE INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE PERIODS ENDED MARCH 31, 2004 AND 2005 AND FOR THE PERIOD FROM DATE OF INCEPTION MAY 8, 1987 THROUGH MARCH 31, 2005 (UNAUDITED)
Deficit Accumulated Accumulated Compre- Additional During the Other Total hensive Preferred Stock Capital Stock Paid-in Development Comprehensive Stockholders' Income Shares Amount Shares Amount Capital Stage Income (Loss) Equity (Loss) --------- -------- --------- ------- ---------- ----------- ------------- ------------- -------- Issuance of shares for cash May 1987 - $ - 100,000 $ 100 $ 2,900 - - $ 3,000 Issuance of shares for cash August 1987 - - 63,433 63 279,877 - - 279,940 Issuance of shares for product rights and other intangible assets - - 33 - - - - - Sale of shares to the public for $.30 per share-restated - - 74,334 74 22,226 - - 22,300 Deferred offering costs - - - - (7,892) - - (7,892) Exchange of shares regarding pooling of interest of subsidiaries: Cancellation - - (63,467) (63) 63 - - - Re-issuance - - 396,767 397 (397) - - - Issuance of shares for services - - 30,500 31 884 - - 915 Cancellation of shares-former officer - - (30,000) (30) (9,970) - - (10,000) Issuance of shares to A.P.S.I. merger - - 5,144,000 5,144 39,856 - - 45,000 Issuance of shares for prepaid lease and working capital - - 449,000 449 249,551 - - 250,000 Issuance of shares for services - - 95,000 95 2,755 - - 2,850 Conversion of debt to preferred stock 50,000 50 - - 499,950 - - 500,000 Exchange of preferred shares for oil and gas properties 2,000,000 2,000 - - 9,998,000 - - 10,000,000 Issuance of shares for services - - 154,549 154 4,483 - - 4,637 Additional contributed capital - - - - 70,318 - - 70,318 Net Loss from inception through December 31, 1996 - - - - - (979,024) - (979,024) (979,024) --------- -------- --------- ------- ---------- ----------- ------------- ------------- -------- Balance-December 31, 1996 2,050,000 2,050 6,414,149 6,414 11,152,604 (979,024) - 10,182,044 Net Loss for the year ended December 31, 1997 (53,554) - (53,554) (53,554) --------- -------- --------- ------- ---------- ----------- ------------- ------------- -------- Balance -December 31, 1997 2,050,000 2,050 6,414,149 6,414 11,152,604 (1,032,578) - 10,128,490
See accompanying notes to condensed financial statements. 8 POWER SAVE INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE PERIODS ENDED MARCH 31, 2004 AND 2005 AND FOR THE PERIOD FROM DATE OF INCEPTION MAY 8, 1987 THROUGH MARCH 31, 2005 (UNAUDITED)
Deficit Accumulated Accumulated Compre- Additional During the Other Total hensive Preferred Stock Capital Stock Paid-in Development Comprehensive Stockholders' Income Shares Amount Shares Amount Capital Stage Income (Loss) Equity (Loss) ---------- -------- --------- ------- ---------- ----------- ------------- ------------- -------- Additional contributed capital - - - - 24,000 - - 24,000 Cancellation of preferred shares for oil and gas properties and other outstanding preferred shares (2,050,000) (2,050) - - (9,997,950) - - (10,000,000) Net loss for the year ended December 31, 1998 - - - - - (315,441) - (315,441) (315,441) ---------- -------- --------- ------- ---------- ----------- ------------- ------------- -------- Balance- December 31, 1998 - - 6,414,149 6,414 1,178,654 (1,348,019) - (162,951) Additional contributed capital - - - - 35,545 - - 35,545 Issuance of preferred shares for marketable securities 296,300 296 - - 592,304 - - 592,600 Comprehensive income: Net loss for the year ended December 31, 1999 - - - - - (98,337) - (98,337) (98,337) Other comprehensive income (loss) Unrealized gain on securities - - - - - - 339,060 339,060 339,060 -------- Comprehensive income - - - - - - - - 240,723 ---------- -------- --------- ------- ---------- ----------- ------------- ------------- -------- Balance-December 31, 1999 296,300 296 6,414,149 6,414 1,806,503 (1,446,356) 339,060 705,917 Additional contributed capital - - - - 14,000 - - 14,000 Comprehensive income: Net loss for the year ended December 31, 2000 - - - - - (288,381) - (288,381) (288,381) Other comprehensive income (loss) Unrealized loss on securities - - - - - - (339,060) (339,060) (339,060) -------- Comprehensive income (loss) - - - - - - - - (627,441) ---------- -------- --------- ------- ---------- ----------- ------------- ------------- -------- Balance-December 31, 2000 296,300 296 6,414,149 6,414 1,820,503 (1,734,737) - 92,476 Additional contributed capital - - - - 24,000 - - 24,000 Comprehensive income: Net loss for the year ended December 31, 2001 - - - - - (67,250) - (67,250) (67,250)
See accompanying notes to condensed financial statements. 9 POWER SAVE INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE PERIODS ENDED MARCH 31, 2004 AND 2005 AND FOR THE PERIOD FROM DATE OF INCEPTION MAY 8, 1987 THROUGH MARCH 31, 2005 (UNAUDITED)
Deficit Accumulated Accumulated Compre- Additional During the Other Total hensive Preferred Stock Capital Stock Paid-in Development Comprehensive Stockholders' Income Shares Amount Shares Amount Capital Stage Income (Loss) Equity (Loss) ---------- -------- --------- ------- ---------- ----------- ------------- ------------- -------- Other comprehensive income (loss) Unrealized loss on securities - - - - - - (2,992) (2,992) (2,992) -------- Comprehensive income (loss) - - - - - - - - (70,242) ---------- -------- --------- ------- ---------- ----------- ------------- ------------- -------- Balance-December 31, 2001 296,300 296 6,414,149 6,414 1,844,503 (1,801,987) (2,992) 46,234 Additional contributed capital - - - - 24,000 - - 24,000 Comprehensive income: Net loss for the year ended December 31, 2002 - - - - - (58,689) - (58,689) (58,689) Other comprehensive income (loss) Unrealized loss on securities - - - - - - (6,840) (6,840) (6,840) -------- Comprehensive income (loss) - - - - - - - - (65,529) ---------- -------- --------- ------- ---------- ----------- ------------- ------------- -------- Balance-December 31, 2002 296,300 296 6,414,149 6,414 1,868,503 (1,860,676) (9,832) 4,705 Other comprehensive income (loss) Realized loss on securities - - - - - - 9,832 9,832 9,832 Net loss for the year ended December 31, 2003 - - - - - (68,152) - (68,152) (68,152) -------- Comprehensive income (loss) - - - - - - - - (58,320) ---------- -------- --------- ------- ---------- ----------- ------------- ------------- -------- Balance - December 31, 2003 296,300 $ 296 6,414,149 6,414 1,868,503 (1,928,828) - (53,615) Stock issued for Related party debt - - 2,162,162 2,162 77,838 - - 80,000 Stock issued for assets - - 1,000,000 1,000 4,999,000 - - 5,000,000 Stock issued for services - - 100,000 100 4,600 - - 4,700 Net loss for the year ended December 31, 2004 - - - - - (367,201) - (367,201) Comprehensive income (loss) - - - - - - - - (367,201) ---------- -------- --------- ------- ---------- ----------- ------------- ------------- -------- Balance - December 31, 2004 296,300 $ 296 9,676,311 $ 9,676 $6,949,941 $(2,296,029) - $ 4,663,884
See accompanying notes to condensed financial statements. 10 POWER SAVE INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE PERIODS ENDED MARCH 31, 2004 AND 2005 AND FOR THE PERIOD FROM DATE OF INCEPTION MAY 8, 1987 THROUGH MARCH 31, 2005 (UNAUDITED)
Deficit Accumulated Accumulated Compre- Additional During the Other Total hensive Preferred Stock Capital Stock Paid-in Development Comprehensive Stockholders' Income Shares Amount Shares Amount Capital Stage Income (Loss) Equity (Loss) ---------- -------- --------- ------- ---------- ----------- ------------- ------------- -------- Net Loss for the Three Months Ended March 31, 2005 - - - - - (55,313) - (55,313) (55,313) Unrealized Loss on Securities - - - - - - (16,945) (16,945) (16,945) -------- Comprehensive income (loss) - - - - - - - - (72,258) ---------- -------- --------- ------- ---------- ----------- ------------- ------------- -------- Balance - March 31, 2005 296,300 $ 296 9,676,311 $ 9,676 $6,949,941 $(2,351,342) (16,945) $ 4,591,626 ========== ======== ========= ======= ========== =========== ============= =============
See accompanying notes to condensed financial statements. 11 POWER SAVE INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS NOTE 1 BASIS OF PRESENTATION - ------ --------------------- The interim financial statements at March 31, 2005 and three month periods ended March 31, 2005 and 2004 are unaudited, but include all adjustments which the Company considers necessary for a fair presentation. The accompanying unaudited financial statements are for the interim periods and do not include all disclosures normally provided in annual financial statements, and should be read in conjunction with the Company's Form 10-KSB for the year ended December 31, 2004. The accompanying unaudited interim financial statements for the three month periods ended March 31, 2005 and 2004 are not necessarily indicative of the results which can be expected for the entire year. The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE 2 DISPOSITION OF ASSETS - ------ --------------------- In August 2004, Scott Balmer, the majority shareholder accepted all the assets of the Company as settlement of all the debt owed him. This resulted in the Company recording forgiveness of debt in the amount of $25,103. NOTE 3 GOING CONCERN - ------ ------------- The Company's condensed consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a net loss from operations of $55,313, and negative working capital of $308,374, and a stockholders' equity of $4,591,626 for the period ended March 31, 2005. These matters raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that actions presently taken to expand its future operations and raise capital provide the opportunity for the Company to continue as a going concern. See accompanying notes to condensed financial statements. 12 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations The following discussion and analysis should be read in conjunction with our financial statements and the accompanying notes. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties in the forward-looking statements. These forward-looking statements may be impacted, either positively or negatively, by various factors. Our actual results may differ significantly from the results, expectations and plans discussed. This Report contains "forward looking statements" relating to our company's current expectations and beliefs. These include statements concerning operations, performance, financial condition, anticipated acquisitions and anticipated growth. Without limiting the generality of the foregoing, words such as "may", "will", "would", "expect", "believe", "anticipate", "intend", "could", "estimate", or "continue", or the negative or other variation thereof or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties which are beyond our company's control. Should one or more of these risks or uncertainties materialize or should our company's underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements. General Management is formulating the basis for acquisitions to complete its previously announced business plan. Additional opportunities have arisen that may allow the Company to expand the scope of business operations and more readily allow it to acquire the capital it requires. No actual operations other than these have been performed and none are anticipated until the third quarter of 2005. Results of Operations There were no revenues for the three months ended March 31, 2005 or the three months ended March 31, 2004. General and administrative expenses increased for the three months ended March 31, 2005 compared to the same periods in 2004. These expenses were $59,658 for the three months ended March 31, 2005 and $14,208 for the same period in 2004. The increase for the three months ended March 31, 2005 over the same period in 2004 came primarily from an increase in payroll expenses of $37,500 and office expenses of $7,800. 13 For the three months ended March 31, 2005 we recorded a net loss of $55,313 compared with a net loss of $14,208 during the corresponding prior period in 2004. The Company is still in the developmental stage and is expected to continue to have losses until operational businesses are introduced during fiscal year 2005 and 2006. Liquidity During the three months ended March 31, 2005, the Company's working capital decreased by the accruals of all expenses. The Company does not currently have sufficient capital in its accounts, nor sufficient firm commitments for capital to assure its ability to meet its current obligations or to continue its planned operations. The Company is continuing to pursue working capital and additional revenue through the active search for the capital it needs to carry on its planned operations. There is no assurance that any planned activities will be successful. Capital Resources As a result of its limited liquidity, the Company has limited access to additional capital resources. The Company does not have the capital to totally fund the obligations that have matured to any of its creditors and shareholders. Though the obtaining of the additional capital is not guaranteed, the management of the Company believes it will be able to obtain the capital required to meet its current obligations and actively pursue its planned business activities through the sale of its registered securities. Operations The operations of the Company are currently dormant. Until the Company obtains the capital required to develop any properties or businesses and obtains the revenues needed from its future operations in order to meet its obligations, the Company will be dependent upon sources other than operating revenues to meet its operating and capital needs. Item 3. Controls and Procedures Based on an evaluation by Mr. Smith, the chief financial officer of the company, conducted as of a date within 90 days of the filing date of this quarterly report, of the effectiveness of the company's disclosure controls and procedures it has been concluded that, as of the evaluation date, (i) there were no significant deficiencies or material weaknesses of the company's disclosure controls and procedures, (ii) there were no significant changes in the internal controls or in other factors that could significantly affect internal controls subsequent to the evaluation date, and (iii) no corrective actions were required to be taken. 14 The Company had no revenue during the first quarter of 2005. The Company has been dormant in its operations and is currently pursuing business combinations or the required capital needed to have current operations. PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Change in Securities No changes in securities have occurred since the Company's last report as of December 31, 2004. Item 3. Defaults Upon Senior Securities. None Item 4. Submission of Matters to a Vote of Security Holders. None Item 5. Other information. None. Item 6. Exhibits and reports on Form 8-K. (a) Exhibits. --------- 31.01 President and CFO certification Pursuant to 18 USC Section 1350, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2004 32.01 President and CFO certification pursuant to section 906 (b) Reports on From 8-K. -------------------- None 15 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Power Save International, Inc. /s/ Russell L. Smith - -------------------- BY: Russell L. Smith, President, Chief Financial Officer and Director Dated: This 7th day of November 2005 16 EX-31.1 2 exhibit31-01.txt RULE 13A-14(A)/15D-14(A) CERTIFICATIONS EXHIBIT 31.01 CERTIFICATIONS I, Russell L. Smith, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Power Save International, Inc.; 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; 4. The registrant's certifying officer is responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a. designed such disclosure controls and procedures 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 quarterly report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's certifying officer has disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a. all significant deficiencies in the design or operation of internal controls which could adversely affect eh registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ RUSSELL L. SMITH ----------------------- Russell L. Smith 17 EX-32.1 3 exhibit32-01.txt SECTION 1350 CERTIFICATIONS EXHIBIT 32.01 POWER SAVE INTERNATIONAL, INC. CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2003 In connection with the Quarterly Report of Power Save International, Inc., Inc. (the "Company") on Form 10-QSB for the period ending March 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Russell L. Smith, the President, Chief Financial Officer and Director of the Company, hereby certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2003, 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 result of operations of the Company. /s/ RUSSELL L. SMITH - ------------------------ Russell L. Smith President, Chief Financial Officer and Director (Principal Executive Officer) November 7, 2005 18 -----END PRIVACY-ENHANCED MESSAGE-----