-----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, MVUymt3ysWXxrKXbGWOd9T6+PpwyO5pK4s1JJ8ylT3DjTctkoPIdEP7EuG8jAAzo bUWKbE1IbVSRdd1rCE5yhA== 0001116502-05-002538.txt : 20051115 0001116502-05-002538.hdr.sgml : 20051115 20051115094352 ACCESSION NUMBER: 0001116502-05-002538 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20051115 DATE AS OF CHANGE: 20051115 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: 051204794 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 JUNE 30, 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 JUNE 30, 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, 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] POWER SAVE INTERNATIONAL, INC. TABLE OF CONTENTS PAGE(S) 3 PART I - FINANCIAL INFORMATION PAGE(S) 3 ITEM 1. FINANACIAL STATEMENTS PAGE(S) 4 CONDENSED BALANCE SHEET AS OF JUNE 30, 2005 (UNAUDITED) PAGE(S) 5 CONDENSED STATEMENTS OF OPERATION'S FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004 (UNAUDITED) PAGE(S) 6-7 CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004 (UNAUDITED) PAGE(S) 8-11 CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004 AND FROM INCEPTION MAY 8, 1987 THROUGH THE SIX MONTHS ENDED JUNE 30, 2005 (UNAUDITED) PAGE(S) 12 NOTES TO CONDENSED FINANCIAL STATEMENTS AS OF JUNE 30, 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 PART I - FINANCIAL INFORMATION 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 June 30, 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 300 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 years 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 six months ended June 30, 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 JUNE 30, 2005 (UNAUDITED) ASSETS Cash $ 3,884 Note receivable 15,000 Available for sale securities 121,633 ----------- CURRENT ASSETS 140,517 Inventory 4,000,000 Investment 500,000 Intellectual property 400,000 ----------- TOTAL ASSETS $ 5,040,517 =========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 152,066 Wages payable 67,325 Loans payable - related party 1,805 Current loan payable 289,000 ----------- Total Current Liabilities 510,196 ----------- STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock; 50,000,000 shares authorized; $.001 Par Value; 296,300 shares issued and outstanding 296 Capital stock, $.001 Par Value; 50,000,000 shares authorized; 9,676,311 shares issued and outstanding 9,676 Additional paid-in capital 6,949,941 Deficit accumulated during the development stage (2,411,463) Accumulated other comprehensive loss (18,129) ----------- Total Stockholders' Equity 4,530,321 ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 5,040,517 ===========
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 For the For the Three Three Six Six Months Months Months Months Inception Ended Ended Ended Ended through June 30, June 30, June 30, June 30, June 30, 2005 2004 2005 2004 2005 ------------- ----------- ----------- ----------- ----------- NET SALES $ - $ - $ - $ - $ 591,656 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 69,284 16,417 128,942 30,625 1,400,893 ------------- ----------- ----------- ----------- ----------- TOTAL OPERATING EXPENSES 69,284 16,417 128,942 30,625 2,414,957 ------------- ----------- ----------- ----------- ----------- NET LOSS FROM OPERATIONS (69,284) (16,417) (128,942) (30,625) (2,175,508) ------------- ----------- ----------- ----------- ----------- OTHER INCOME (EXPENSE) Gain(loss) on Sale of Marketable Securities 9,671 - 14,761 - 181,967 Write down of Marketable Securities - - - - (364,326) Nonrefundable Option Income - - - - 23,000 Interest Expense (518) - (1,264) - (116,398) Dividend and Interest Income 10 - 11 - 13,015 Other Income - - - - 1,684 Forgiveness of Debt - - - - 25,103 ------------- ----------- ----------- ----------- ----------- TOTAL OTHER INCOME (LOSS) 9,163 - 13,508 - (235,955) ------------- ----------- ----------- ----------- ----------- NET LOSS BEFORE INCOME TAXES (60,121) (16,417) (115,434) (30,625) (2,411,463) PROVISION FOR INCOME TAXES - - - - - ------------- ----------- ----------- ----------- ----------- NET LOSS $ (60,121) $ (16,417) $ (115,434) $ (30,625) $(2,411,463) ------------- ----------- ----------- ----------- ----------- BASIC AND DILUTED LOSS PER SHARE $ (0.01) $ - $ (0.01) $ - $ (0.25) ------------- ----------- ----------- ----------- ----------- WEIGHTED AVERAGE SHARES OUTSTANDING 9,676,311 6,414,149 9,676,311 6,414,149 9,676,311 ============= =========== =========== =========== ===========
See accompanying notes to the unaudited condensed financial statements. 5 POWER SAVE INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the For the Six Six Months Months Inception Ended Ended Through June 30, June 30, June 2005 2004 30, 2005 ----------- ----------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (115,434) $ (30,625) $(2,411,463) Adjustments to reconcile net loss from net cash used in operating activities: Depreciation and amortization - - 550,510 Impairment of Intellectual Property - - 100,000 Common Stock Issued for Lease - - 225,000 Common Stock Issued for Services - - 4,700 (Gain) Loss on Sale of Securities (14,761) - (181,967) 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 (Decrease) in Accounts and Loans Payable (45,100) 30,625 40,273 Increase in Accrued Interest - - 32,382 Increase (Decrease) in Wages Payable 29,825 - 67,325 Increase (Decrease) in Advances from Shareholder - - 93,863 ----------- ----------- ----------- Net Cash Used By Operating Activities (145,470) - (691,033) ----------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Product Rights, Development Costs and Intangibles - - (244,000) Purchase of Fixed Assets - - (15,478) Notes Receivable (15,000) - (15,000) Increase in Organization Costs - - (36,408) Purchase of Marketable Securities (298,715) - (318,771) Proceeds from Sale of Marketable Securities 173,714 - 577,980 ----------- ----------- ----------- Net Cash Used By Investing Activities (140,001) - (51,677) ----------- ----------- ----------- 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 3,529 - 3,884 CASH - BEGINNING OF PERIOD 355 - - ----------- ----------- ----------- CASH - END OF PERIOD $ 3,884 $ - $ 3,884 =========== =========== ===========
See accompanying notes to the unaudited condensed financial statements. 6 POWER SAVE INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the For the Six Six Months Months Inception Ended Ended Through June 30, June 30, June 2005 2004 30, 2005 ----------- ----------- ------------ SUPPLEMENTAL CASH FLOW INFORMATION: Stock Issued In Exchange for Goods and Services and Marketable Securities $ - $ - $ 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 the unaudited condensed financial statements. 7 POWER SAVE INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE PERIODS ENDED JUNE 30, 2004 AND 2005 AND FOR THE PERIOD FROM DATE OF INCEPTION MAY 8, 1987 THROUGH JUNE 30, 2005
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 the unaudited condensed financial statements. 8 POWER SAVE INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE PERIODS ENDED JUNE 30, 2004 AND 2005 AND FOR THE PERIOD FROM DATE OF INCEPTION MAY 8, 1987 THROUGH JUNE 30, 2005
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
See accompanying notes to the unaudited condensed financial statements. 9 POWER SAVE INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE PERIODS ENDED JUNE 30, 2004 AND 2005 AND FOR THE PERIOD FROM DATE OF INCEPTION MAY 8, 1987 THROUGH JUNE 30, 2005
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) ---------- -------- --------- ------- ---------- ----------- ------------- ------------- -------- December 31, 2001 - - - - - (67,250) - (67,250) (67,250) 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 the unaudited condensed financial statements. 10 POWER SAVE INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE PERIODS ENDED JUNE 30, 2004 AND 2005 AND FOR THE PERIOD FROM DATE OF INCEPTION MAY 8, 1987 THROUGH JUNE 30, 2005
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 Six Months Ended June 30, 2005 - - - - - (115,434) - (115,434) (115,434) Unrealized Loss on Securities - - - - - - (18,129) (18,129) (18,129) -------- Comprehensive income (loss) - - - - - - - - (133,563) ---------- -------- --------- ------- ---------- ----------- ------------- ------------- -------- Balance - June 30, 2005 296,300 $ 296 9,676,311 $ 9,676 $6,949,941 $(2,411,463) $ (18,129) $ 4,530,321 ========== ======== ========= ======= ========== =========== ============= =============
See accompanying notes to the unaudited 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 June 30, 2005 and for the three month and six month periods ended June 30, 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 and six month periods ended June 30, 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 $115,434, negative working capital of $369,679 for the period ended June 30, 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. 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 first quarter of 2006. Results of Operations There were no revenues for the three and six months ended June 30, 2005 or the three and six months ended June 30, 2004. General and administrative expenses increased for the three and six months ended June 30, 2005 compared to the same periods in 2004. These expenses were $69,284 and $128,942 for the three and six months ended June 30, 2005 and $16,417 and $30,625 for the same periods in 2004, respectively. The increase for the three months ended June 30, 2005 over the same period in 2004 came from an increase of $7,800 in office expenses, $37,500 in wages, $5,700 in advertising and $3,527 in employee benefits. The increase for the six months ended June 30, 2005 came from increases of $75,000 in wages, $15,600 in office expenses, $5,700 in advertising and $3,527 in employee benefits. 13 For the three and six months ended June 30, 2005 we recorded net losses of $60,121 and $115,434, respectively. This compares with a net loss $16,417 and $30,625 during the corresponding prior periods 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 six months ended June 30, 2005, the Company's working capital decreased. The Company received a loan of $289,000 during the six months ended June 30, 2005. 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 two quarters of 2005 and 2004. 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 March 31, 2005. 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 has 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 2004 In connection with the Quarterly Report of Power Save International, Inc., Inc. (the "Company") on Form 10-QSB for the period ending June 30, 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 2004, 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-----