SB-2 1 power0507sb2.htm Power-Save Energy Company - Form SB-2

As filed with the Securities and Exchange Commission on May 22, 2007
REGISTRATION NO. _______________


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Power-Save Energy Company

(Name of small business issuer in its charter)

Utah
5731
87-9369569
(State or jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer Identification No.)

3940-7 Broad Street, #200
San Luis Obispo, California 93401
(866) 297-7192

(Address and telephone number of principal executive offices and principal place of business)

James A. Mercer III, Esq.
Duane Morris LP
101 West Broadway, Suite 900
San Diego, CA 92101
(619) 744-2209

(Name, address and telephone number of agent for service)

Approximate date of proposed sale to the public:
On the date this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]


CALCULATION OF REGISTRATION FEE
 
 
Title of Each Class of
Securities to be Registered
Amount
To be
Registered(1)
Proposed
Maximum
Offering Price
Per Share(2)
Proposed
Maximum
Aggregate
Offering
Price(1)(2)
Amount of
Registration Fee
 
Common Stock, no par value
2,490,222 shares
$0.88
$2,191,395
$67.28
 

(1) The securities being registered hereby are shares of Common Stock being transferred, without consideration, by Michael Forster, an affiliate of the registrant to certain record holders of Disability Access Corp., a Delaware corporation formerly known as Power-Save Energy Corp., as of September 13, 2006.
(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) of Regulation C under the Securities Act of 1933, as amended, based upon the average of the bid and asked prices per share of the common stock, on May 18, 2007, on the OTC Bulletin Board.

_________________________

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.




The information in this prospectus is not complete and may be changed. The registrant may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 22, 2007

PROSPECTUS

POWER-SAVE ENERGY COMPANY

2,490,222 SHARES OF COMMON STOCK


               This prospectus is part of a registration statement of Power-Save Energy Company filed with the Securities and Exchange Commission.

               This prospectus relates solely to the offer and sale by Michael Forster, an affiliate of our company, of 2,490,222 shares of our common stock owned by Mr. Forster. This offering will not result in the issuance of any additional shares of our common stock and will not result in any dilution to our existing stockholders.

               Mr. Forster is transferring these shares, without consideration, solely to individuals and entities that were holders of record of Disability Access Corp., a Delaware corporation formerly known as Power-Save Energy Corp. ("PS Corp") as of September 13, 2006. The shares will be transferred to the holders on the basis of one share of our common stock for each share of PS Corp held by the holder at that date.

               Neither the company nor Mr. Forster will receive any proceeds from the transfer of the shares of our common stock.

               Our common stock is listed on the OTC Bulletin Board under the symbol "PWSV". The last reported sales price per share of our common stock as reported by the OTC Bulletin Board on May 18, 2007 was $1.01.


Investing in our common stock involves a high degree of risk.
See "Risk Factors" beginning on page 4.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is May ___, 2007.








TABLE OF CONTENTS

Page
 
PROSPECTUS SUMMARY
1
RISK FACTORS
4
DESCRIPTION OF BUSINESS
10
DESCRIPTION OF PROPERTY
11
LEGAL PROCEEDINGS
11
USE OF PROCEEDS
12
MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
12
PLAN OF DISTRIBUTION
13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
14
MANAGEMENT
17
EXECUTIVE COMPENSATION
18
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS
18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
19
DESCRIPTION OF SECURITIES
19
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
20
LEGAL MATTERS
20
EXPERTS
20
INTEREST OF NAMED EXPERTS AND COUNSEL
20
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
21
WHERE YOU CAN FIND MORE INFORMATION
21
INDEX TO FINANCIAL STATEMENTS
F-1
INFORMATION NOT REQUIRED IN PROSPECTUS
II-1
SIGNATURES
II-4
POWERS OF ATTORNEY
II-4








               You should rely only on the information contained in this document. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may be accurate only on the date of this document.

FORWARD-LOOKING STATEMENTS

               This prospectus includes forward-looking statements. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words "believe," "expect," "will," "anticipate," "intend," "estimate," "project," "plan," "assume" or other similar expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying words. All statements contained or incorporated by reference in this prospectus regarding our future strategy, future operations, projected financial position, estimated future revenues, projected costs, future prospects, the future of our industries and results that might be obtained by pursuing management's current plans and objectives are forward-looking statements.

               You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date on the cover of this prospectus, or, in the case of forward-looking statements in documents incorporated by reference, as of the date of the date of the filing of the document that includes the statement. New risks and uncertainties arise from time to time, and it is impossible for us to predict these matters or how they may affect us. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our security holders. We do not undertake and specifically decline any obligation to update any forward-looking statements or to publicly announce the results of any revisions to any statements to reflect new information or future events or developments.

               We have identified some of the important factors that could cause future events to differ from our current expectations and they are described in this prospectus under the caption "Risk Factors," below, and elsewhere in this prospectus which you should review carefully. Please consider our forward-looking statements in light of those risks as you read this prospectus.







PROSPECTUS SUMMARY

               The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in our securities. Before making an investment decision, you should read the entire prospectus carefully, including the "Risk Factors" section, the financial statements and the notes to the financial statements that appear elsewhere in this prospectus.


Our Business

               Power-Save Energy Company, a Utah corporation ("we," "us," "our," or the "Company"), is a development stage company that manufactures, markets, and sells electricity saving devices for homeowners and small businesses. Our products are intended to reduce our customer's electricity consumption and reduce their monthly electric bill.

               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. Target customers for these products are gasoline service stations, corner grocery stores, fast food restaurants, car wash facilities, laundromats, and similar businesses.

               We currently market our products through our website, through direct response television commercials which are played on cable TV across America, and select Internet advertising. We retain the services of a full service call center to take incoming orders that result from the TV commercials, and use PayPal Merchant services to accept payment for products. Our contract manufacturer produces the products to our specification, and provides warehousing and shipping services. Installation of our products is typically done by independent electrical contractors. We have established a nationwide network of electrical contractors and electrical service companies to act as installers and resellers of our products across the country.

Summary Financial Data

               The income statement and balance sheet data shown below were derived from our unaudited interim period consolidated financial statements and audited consolidated financial statements. We have prepared our financial statements in accordance with generally accepted accounting principles. Our results of operations for any interim period do not necessarily indicate our results of operations for the full year. You should read this summary financial data in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," and our financial statements.

Income Statement Data:

           
     
Year Ended
December 31,
Three Months Ended
March 31,
     
2005
2006
2006
2007
     
(from September
21, 2005 date of
inception)
(unaudited)
(unaudited)
     
  Total Revenues   $
--
$
650,692
$
20,598
$
474,858
  Cost of Sales  
--
279,984
18,448
73,564
  Gross Margin  
--
370,708
2,150
401,294
  Total Operating Costs and Expenses  
20,574
511,975
71,653
214,871
  Net Income (Loss)  
(20,574
)
(141,267
)
(69,503
)
186,423



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Balance Sheet Data:

     
As of
March 31, 2007
 
     
(unaudited)
 
         
  Cash $
130,360
 
  Working Capital
292,852
 
  Total Assets
354,447
 
  Long-Term Debt
--
 
  Total Shareholder's Equity
306,696
 

The Offering

               This prospectus relates solely to the offer and sale by Michael Forster, an affiliate of our company, of 2,490,222 shares of our common stock owned by Mr. Forster. Prior to the offering, Mr. Forster beneficially owns 64% of our issued and outstanding common stock. Mr. Forster is also a director and officer of the Company. Mr. Forster is transferring these shares solely to individuals and entities that were holders of record of PS Corp as of September 13, 2006. Neither Mr. Forster nor the Company will receive any proceeds from the transfer of the shares under this prospectus. The shares will be transferred to the holders on the basis of one share of our common stock for each share of PS Corp held by the holder at that date. See "Plan of Distribution" below. The following table summarizes the terms of the offering:


Shares of our common stock offered pursuant to this prospectus: 2,490,222 shares
    
Percent of our outstanding common stock represented by the
shares being offered as of May 22, 2007:
7.9%
   
Common stock to be outstanding after the offering: 31,230,295 shares
   
Proceeds to the Company: None
   
OTC Bulletin Board Symbol: PWSV

History

               We are the successor corporation of Mag Enterprises, Inc., a Utah corporation incorporated on July 30, 1980. On September 10, 1993, Mag Enterprises filed an Amendment to its Articles of Incorporation to change its name to Safari Associates, Inc.

               On September 12, 2006, we entered into an Asset Purchase Agreement with Power-Save Energy Corp., a Nevada corporation ("Power-Save Nevada"). Under the terms of the Agreement, we issued 75,000,000 shares of our common stock to Power-Save Nevada and agreed to assume certain of Power-Save Nevada's liabilities in exchange for substantially all of Power-Save Nevada's assets. This transaction closed on September 13, 2006. The transaction has been accounted for as a reverse acquisition.

               Mr. Forster was the sole shareholder of Power-Save Nevada at the time of the transaction. There were no material relationships between us or our affiliates and Power-Save Nevada or Mr. Forster at the time of the transaction. The shares issued to Power-Save Nevada represented approximately 96.7% of the total outstanding stock of our common stock at the time. Power-Save Nevada subsequently transferred the shares to Mr. Forster.

               On November 14, 2006, we filed another Amendment to our Articles of Incorporation to change our name from Safari Associates, Inc. to Power-Save Energy Company and effect a three-for-one reverse split of our outstanding common stock.




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Principal Executive Offices

               Our executive offices are located at 3940-7 Broad Street, Suite 200, San Luis Obispo, California, 93401. Our telephone number is (866) 297-7192. We maintain a web site at http://www.power-save.com. The material contained in our website is not incorporated herein and is not a part of this prospectus.










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RISK FACTORS

               Investment in our common stock involves a high degree of risk. You should carefully consider the risks described below together with all of the other information included in this prospectus before making an investment decision. If any of the following risks actually occur, our business, financial condition or results of operations could suffer. In that case, the market price of our common stock could decline, and you may lose all or part of your investment.

Risks Related To Our Financial Condition

We have a limited operating history, have experienced significant expenditures related to funding our initial product development, and are currently carrying a net loss. If our business model is not successful, or if we are unable to generate sufficient revenue to offset our start-up expenditures, we may not become profitable, and the value of your investment may decline.


               We have a limited operating history from which to evaluate our business and prospects. We incurred a net loss of $141,266 for the year ended December 31, 2006. We have retained earnings of only $18,696 at March 31, 2006. We cannot assure you that our future planned operations will be implemented successfully or that we will ever have profits. We have yet to establish significant customer demand for our products and may not for a significant period of time, if ever. If we fail to generate sufficient demand for our products, we could be forced to discontinue operations. Furthermore, we are experiencing the initial costs and uncertainties of a young operating company, including start-up expenditures, unforeseen costs and difficulties, complications, and delays, all of which must be resolved and/or paid without the benefit of a predictable revenue stream. We cannot be sure that we will be successful in meeting these challenges and addressing these risks and uncertainties. If we are unable to do so, our business will not be successful.

Our auditors have expressed substantial doubt regarding our ability to continue as a going concern.

               As of the date of our most recent audit, which included the fiscal years ended December 31, 2006 and December 31, 2005, we had not generated sufficient revenues to meet our cash flow needs. As a result, our auditors have expressed substantial doubt about our ability to continue as a going concern. We incurred a net loss of $141,266 for the year ended December 31, 2006. We cannot assure you that we will be able to obtain sufficient funds from our operating or financing activities to support our continued operations. If we cannot continue as a going concern, we may need to substantially revise our business plan or cease operations, which may reduce or negate the value of your investment.

To satisfy our capital requirements, we may need to raise funds in the public or private capital markets, which may not be given on terms favorable to us, or we may not be able to raise funds at all. In the event that we receive funds on undesirable terms, or are unable to raise additional funds, we may not be able to fund our operations and may not be able to continue as a going concern. The additional funding may have terms which will dilute the value of your investment.

               In order to meet our capital requirements, we may seek additional funding through the sale of debt or equity securities. We cannot assure you that any such funding will be available to us, or if it is available, that it will be available on terms favorable to us. If adequate funds are not available, we may not be able to continue, or may have to substantially curtail, our operating activities. If we are successful in obtaining additional funds, the terms of the financing may have the effect of diluting the value of your shares.

Risks Related to Our Business

We currently depend on the services of Mr. Forster as our sole employee; the loss of Mr. Forster's services would adversely affect our business. Our future growth will be limited if we cannot successfully attract and retain employees with the expertise required for our business.


               At present, Mr. Forster is our sole employee. We intend to retain a small employee base while we transition from a development company to an operating company. As a result, we are highly dependent on Mr. Forster's services, and when we retain additional employees will be dependent upon their services. The loss of Mr. Forster, or any future key employee would have a significant impact on our operations. Our future success will depend in part on our ability to retain Mr. Forster and new key employees and to identify, hire and retain additional personnel. If we fail to hire and retain personnel in key positions, we may be unable to grow our business successfully.



4


We face competition from much larger and well-established companies.

               We face competition from much larger and well-established companies, including KVAR Energy and others. These companies have or may have greater financial resources, production, sales, marketing, engineering and other capabilities with which to develop, manufacture, market and sell their products, and more experience in research and development than we have. In addition, other established or new companies may develop or market products competitive with, or superior to, our products. We cannot assure you that our competitors will not succeed in developing or marketing technologies or products that are more effective or commercially attractive than our products or that would render our products and services obsolete. Our success will depend in large part on our ability to maintain a competitive position with our products.

Lower than expected market acceptance of our products or services would negatively impact our business.


               We have yet to establish significant customer acceptance of our products. End-users will not begin to use our products unless they determine that our products will save them energy costs and are safe and reliable. These and other factors may affect the rate and level of market acceptance of our products, including:


 
our product's price relative to competing products or alternative means of saving energy costs;
 
effectiveness of our sales and marketing efforts;
 
perception by our targeted end-users of our product's reliability, efficacy and benefits compared to competing technologies;
 
willingness of our targeted end-users to adopt new technologies; and
 
development of new products and technologies by our competitors.

               If our products and services do not achieve market acceptance, our ability to achieve any level of profitability would be harmed and our stock price would decline.

Price competition would negatively impact our business.

               Our profitability could be negatively affected in the future as a result of competitive price pressures in the sale of energy saving products, which could cause us to reduce the price of our products. Any such reduction could have an adverse impact on our product margins and profitability.

We may experience delays in product introductions and our products may contain defects which could seriously harm our results of operations.

               We may experience delays in the introduction of new products and enhancements. Delays in product or enhancement release dates, whether caused by factors such as unforeseen technology issues or otherwise, could negatively impact our sales revenue in the relevant period. In addition, we may terminate new product or enhancement development efforts prior to any introduction of a new product or enhancement. Any delays for new product offerings currently under development or any product defect issues or product recalls could adversely affect the market acceptance of our products, our ability to compete effectively in the market, and our reputation, and therefore could lead to decreased product sales and could seriously harm our results of operations.

We are just starting sales of our PS3200 and PS3400 and cannot be certain that we will be successful selling into new markets.

                Through March 31, 2007, all of our sales have been from our PS1200 consumer product, which we have sold direct to consumers primarily through our website and through 60 second and 120 second direct response TV advertisements. With the introduction of our commercial products, the PS3200 and PS3400, we are approaching a new market. We do not have experience selling into the commercial markets and cannot be certain that we will generate significant demand for our products, or that our marketing programs will prove successful for the commercial and light industrial target market.


5



Risks Relating to Our Industry

We face risks associated with our products and product development, including new product introductions and transitions.


                Energy conservation is a growing industry with increased research and development being spent on a number of alternative solutions. If we are unable to anticipate or keep pace with changes in the marketplace and the direction of technological innovation and customer demands, our products may become less useful or obsolete and our operating results will suffer. To compete successfully, we will need to continue to demonstrate the advantages of our products and services over alternative products and technologies, and convince end users of the advantages of our products and services. The success of our products depends on several factors, including proper new product definition, product cost, timely completion and introduction of new products, proper positioning of new products in relation to our total product portfolio and their relative pricing, differentiation of new products from those of our competitors, and market acceptance of these products.

We may be sued for violating the intellectual property rights of others.

                The energy saving industry is characterized by a substantial investment in patent and other intellectual property rights. Determining whether a product infringes a patent involves complex legal and factual issues, and the outcome of patent litigation actions is often uncertain. We have not conducted an extensive search of patents issued to third parties, and no assurance can be given that third party patents containing claims covering our products, parts of our products, technology or methods do not exist, have not been filed, or could not be filed or issued.

                In the event that we become subject to a patent infringement or other intellectual property lawsuit and if the relevant patents or other intellectual property were upheld as valid and enforceable and we were found to infringe or violate the terms of a license to which we are a party, we could be prevented from selling our products unless we could obtain a license or were able to redesign the product to avoid infringement. If we were unable to obtain a license or successfully redesign our system, we might be prevented from selling our system. If there is an allegation or determination that we have infringed the intellectual property rights of a competitor or other person, we may be required to pay damages, or a settlement or ongoing royalties. In these circumstances, we may be unable to sell our products at competitive prices or at all, our business and operating results could be harmed and our stock price may decline.

Risks Related to the Market for Our Common Stock

We may experience significant fluctuations in the market price of our common stock.


                The market price of our common stock may experience significant fluctuations. These fluctuations may be unrelated or out of proportion to our operating performance, and could harm our stock price. Any negative change in the public's perception of the prospects of companies that employ similar technology or sell into similar markets could also depress our stock price, regardless of our actual results.

                The market price of our common stock may be significantly affected by a variety of factors, including:


 
the announcement of new products, product enhancements, new services or service enhancements by us or our competitors;
 
announcements of strategic alliances or significant agreements by us or by our competitors;
 
technological innovations by us or our competitors;
 
quarterly variations in our results of operations;
 
acquisition of one of our competitors by a significantly larger company;
 
general market conditions or market conditions specific to technology industries;
 
sales of large blocks of our common stock; and
 
domestic and international macroeconomic factors.



6



Our board of directors has the right to issue additional shares of common stock, without stockholder consent, which could have the effect of creating substantial dilution or impeding or discouraging a takeover transaction.

                Pursuant to our articles of incorporation, our board of directors may issue additional shares of common or preferred stock. Any additional issuance of common stock could have the effect of impeding or discouraging the acquisition of control of us by means of a merger, tender offer, proxy contest or otherwise, including a transaction in which our stockholders would receive a premium over the market price for their shares, and thereby protects the continuity of our management. Specifically, if in the due exercise of its fiduciary obligations, our board of directors was to determine that a takeover proposal was not in the best interest of the Company or our stockholders, shares could be issued by our board of directors without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover by:


 
diluting the voting or other rights of the proposed acquirer or insurgent stockholder group;
 
putting a substantial voting block in institutional or other hands that might undertake to support the incumbent board of directors; or
 
effecting an acquisition that might complicate or preclude the takeover.

The market price of our securities could be adversely affected by sales of registered and restricted securities.

                Actual sales or the prospect of future sales of shares of our common stock under Rule 144 may have a depressive effect upon the price of, and market for, our common stock. As of March 31, 2007, 31,230,295 shares of our common stock were issued and outstanding. 30,384,500 of these shares are currently "restricted securities." This registration of the shares covered by this prospectus will result in 2,490,222 of those shares becoming freely tradable. In addition, the balance of the outstanding shares under some circumstances may, in the future, be under a registration under the Securities Act or in compliance with Rule 144 adopted under the Securities Act. In general, under Rule 144, subject to the satisfaction of other conditions, a person who has beneficially owned restricted shares of common stock for at least one year is entitled to sell, within any three month period, a number of shares that:


 
does not exceed the greater of 1% of the total number of outstanding shares of the same class; or
 
if the common stock is quoted on NASDAQ or a stock exchange, the average weekly trading volume during the four calendar weeks immediately preceding the sale.

                A person who presently is not and who has not been one of our affiliates for at least three months immediately preceding a sale and who has beneficially owned the shares of common stock for at least two years is entitled to sell these shares under Rule 144 without regard to any of the volume limitations described above. We cannot predict what effect, if any, that sales of shares of common stock, or the availability of these shares for sale, will have on the market prices prevailing from time to time. Nevertheless, the possibility that substantial amounts of common stock may be sold in the public market may adversely effect prevailing prices for our common stock and could impair our ability to raise capital in the future through the sale of equity securities.

An investment in our company may be diluted in the future as a result of the issuance of additional securities.

                In order to raise additional capital to fund our business plan, we may issue additional shares of common stock or securities convertible, exchangeable or exercisable into common stock from time to time, which could result in substantial dilution to current stockholders. The issuance of additional debt securities would result in increased expenses and could result in covenants that would restrict our operations. No arrangements for any such offering exist, and no assurance can be given concerning the terms of any future offering or that we will be successful in issuing common stock or other securities at all. If adequate funds are not available, we may not be able to continue our operations or implement our planned additional research and development activities, any of which would adversely affect our results of operations and financial condition.

We may be the subject of securities class action litigation due to future stock price volatility.

                In the past, when the market price of a stock has been volatile, holders of that stock have often instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. The lawsuit could also divert the time and attention of our management.



7



We have never paid dividends on our capital stock, and we do not anticipate paying any cash dividends in the foreseeable future.

                We have paid no cash dividends on any of our classes of capital stock to date. We currently intend to retain our future earnings, if any, to fund the development and growth of our business. In addition, the terms of any future debt or credit facility, if any, may preclude us from paying dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

Because we will be required to comply with the internal control attestation provisions of Section 404 of the Sarbanes-Oxley Act of 2002 beginning for the fiscal year ended December 31, 2007, our compliance with the SEC's rules concerning internal controls will be costly, time-consuming and difficult for us.

                The Sarbanes-Oxley Act of 2002, or "SOX," that became law in July 2002 requires changes in some of our corporate governance, public disclosure and compliance practices. Currently, the SEC's rules under Section 404 of SOX will require us to have our management attest to the adequacy of our internal controls in our annual report on Form 10-KSB for the year ended December 31, 2007. No member of our management has any experience in complying with Section 404. Furthermore, we have been advised by our independent registered public accounting firm that we will be required to make substantial changes to our internal controls in order for our management to be able to attest that as of December 31, 2007, our internal controls are effective. Larger public companies which have been required to comply with Section 404 have encountered significant expenses, both from diversion of management time and attention, the acquisition of new computer software, the employing of additional personnel and training and third party internal controls consultants. While our business is not as sophisticated or complex as these larger companies, we anticipate it will be time-consuming, costly and difficult for us to develop and implement the internal controls necessary for our management to attest that our internal controls are effective as of December 31, 2007. We may need to hire additional financial reporting and internal controls personnel, acquire software and retain a third party consultant during 2007. If our management is unable to attest that our internal controls are effective as of December 31, 2007, investors may react by selling our stock and causing its price to fall.

Our common stock is traded on the OTC Bulletin Board, which may be detrimental to investors.

                Our common stock is currently traded on the OTC Bulletin Board. Stocks traded on the OTC Bulletin Board generally have limited trading volume and exhibit a wide spread between the bid and ask quotation. Accordingly, you may not be able to sell your shares quickly or at the market price if trading in our stock is not active.

Mr. Forster, a director and officer, beneficially owns approximately 64% of our outstanding common stock, which could limit your ability to influence the outcome of key transactions, including changes of control.

                Mr. Forster, a director and officer of the Company beneficially owns approximately 64% of our outstanding common stock, and will own 56% of our common stock following the consummation of this offering. Our directors, executive officers, and current holders of 5% or more of our outstanding common stock, beneficially own, in the aggregate, approximately 80% of our outstanding common stock. As a result, Mr. Forster will have voting control and would be able to control the election of directors and the approval of significant corporate transactions. This concentration of ownership may also delay, deter or prevent a change of control of our company and will make some transactions more difficult or impossible without the support of these shareholders.




8



Our common stock is subject to penny stock rules.

                Our common stock is subject to Rule 15g-1 through 15g-9 under the Securities Exchange Act of 1934, as amended, or the "Exchange Act," which imposes certain sales practice requirements on broker-dealers which sell our common stock to persons other than established customers and "accredited investors" (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000 (or $300,000 together with their spouse)). For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to the sale. This rule adversely affects the ability of broker-dealers to sell our common stock and purchasers of our common stock to sell their shares of such common stock. Additionally, our common stock is subject to the SEC regulations for "penny stock." Penny stock includes any equity security that is not traded on an exchange and has a market price of less than $5.00 per share, subject to certain exceptions. The regulations require that prior to any non-exempt buy/sell transaction in a penny stock, a disclosure schedule set forth by the SEC relating to the penny stock market must be delivered to the purchaser of such penny stock. This disclosure must include the amount of commissions payable to both the broker-dealer and the registered representative and current price quotations for the common stock. The regulations also require that monthly statements be sent to holders of penny stock which disclose recent price information for the penny stock and information of the limited market for penny stocks. These requirements adversely affect the market liquidity of our common stock.







9



DESCRIPTION OF BUSINESS

                We are a development stage company that manufactures, markets, and sells electricity saving devices for homeowners and small businesses. Our products are intended to reduce our customer's electricity consumption and reduce their monthly electric bill.

                History and Reverse Merger

                We are the successor corporation of Mag Enterprises, Inc., a Utah corporation incorporated on July 30, 1980. On September 10, 1993, Mag Enterprises filed an Amendment to its Articles of Incorporation to change its name to Safari Associates, Inc.

                On September 12, 2006, we entered into an Asset Purchase Agreement with Power-Save Energy Corp., a Nevada corporation ("Power-Save Nevada"). Under the terms of the Agreement, we issued 75,000,000 shares of our common stock to Power-Save Nevada and agreed to assume certain of Power-Save Nevada's liabilities in exchange for substantially all of Power-Save Nevada's assets. This transaction closed on September 13, 2006. The transaction has been accounted for as a reverse acquisition.

                Mr. Forster was the sole shareholder of Power-Save Nevada at the time of the transaction. There were no material relationships between us or our affiliates and Power-Save Nevada or Mr. Forster at the time of the transaction. The shares issued to Power-Save Nevada represented approximately 96.7% of the total outstanding shares of our common stock at the time. Power-Save Nevada subsequently transferred the shares to Mr. Forster.

                On November 14, 2006, we filed another Amendment to our Articles of Incorporation to change our name from Safari Associates, Inc. to Power-Save Energy Company and effect a three-for-one reverse split of our outstanding common stock.

                Products

                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.

                Manufacturing and Suppliers

                We own the designs for our products. We have the products manufactured to our design specifications and under our UL certification by an unrelated third party manufacturer in China. We order from the manufacturer on a purchase order basis. The manufacturer provides warehousing services and will ship to us or directly to our customers. While we currently rely on one manufacturer as the sole supplier of our products, we believe that the components for our products and the manufacturing and warehousing services we receive from our supplier are available from a number of other manufacturers.



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                Marketing and Distribution

                We market our products through our website, through 60 second and 120 second direct response television commercials which are played on cable TV across America, and through select Internet advertising. We retain the services of a full service call center to take incoming orders that result from the TV commercials, and use PayPal Merchant services to accept payment for products. We farm out to independent sales individuals our telephone and email based leads and we pay sales commissions only on closed sales. Installation of our products is typically done by independent electrical contractors. We have established a nationwide network of electrical contractors and electrical service companies to act as installers and resellers of our products across the country.

                Competition

                We face direct competition from companies that offer products with similar features. We attempt to compete against these companies on the basis of our brand, our marketing, product pricing, product features, and reliability.

                We currently have only one employee and limited financial resources. Our competitors have or may have greater financial resources, production, sales, marketing, engineering and other capabilities with which to develop, manufacture, market and sell their products, and more experience in research and development than we have. In addition, other established or new companies may develop or market products competitive with, or superior to, our products. See "Risk Factors" above.

                Intellectual Property

                We own the designs for our products, but have not filed any patent applications with respect to those product designs. We have not filed for any patent protection for our designs. We are not aware of, and no third party has made a claim to us, that our designs infringe any third party's intellectual property rights. However, we have not conducted an extensive search of patents issued to third parties and therefore cannot assure you that our designs do not infringe any patents filed by third parties. Any claim of infringement could result in significant expense to our business. See "Risk Factors" above.

                Approvals

                We have secured a listing from Underwriters Laboratories ("UL") for our PS1200. We have applications pending with UL for our PS3200 and PS3400 products.

                Employees

                The Company has only one full time employee, its President, Michael Forster.

DESCRIPTION OF PROPERTY

                We are a virtual company, with the vast majority of our operations related to manufacturing, sales and distribution performed by outside vendors. We do not currently own or lease any real property.

LEGAL PROCEEDINGS

                From time to time and in the course of business, we may become involved in various legal proceedings seeking monetary damages and other relief. The amount of the ultimate liability, if any, from such claims cannot be determined. However, in the opinion of our management, there are no legal claims currently pending or threatened against us that would be likely to have a material adverse effect on our financial position, results of operations or cash flows.



11



USE OF PROCEEDS

                The transfer of our shares of Common Stock is being made without consideration. Neither we nor Michael Forster will receive any proceeds from the transfer of the common stock under this prospectus.

MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Market Information

                Our common stock trades publicly on the OTC Bulletin Board under the symbol "PWSV." The OTC Bulletin Board is a regulated quotation service that displays real-time quotes, last-sale prices and volume information in over-the-counter equity securities. The OTC Bulletin Board securities are traded by a community of market makers that enter quotes and trade reports. This market is extremely limited and any prices quoted may not be a reliable indication of the value of our common stock.

                The following table sets forth the high and low bid prices per share of our common stock by the OTC Bulletin Board for the periods indicated as reported on the OTC Bulletin Board. Our reverse merger transaction occurred on September 13, 2006. Prices prior to that date reflect sales of Safari Associates, Inc. prior to its acquisition of the Company.


  Fiscal 2007 High   Low  
  Second quarter (up to May 10) $2.20 $0.80  
  First quarter $2.60 $1.10  
         
  Fiscal 2006 High   Low  
  Fourth quarter $3.20 $1.40  
  Third quarter $2.30 $0.50  
  Second quarter $3.20 $0.60  
  First quarter $1.60 $0.60  
         
  Fiscal 2005 High   Low  
  Fourth quarter $0.38 $0.15  
  Third Quarter $0.33 $0.15  
           
                The quotes represent inter-dealer prices, without adjustment for retail mark-up, markdown or commission and may not represent actual transactions. The trading volume of our securities fluctuates and may be limited during certain periods. As a result of these volume fluctuations, the liquidity of an investment in our securities may be adversely affected.

Holders

                As of March 31, 2007, there were approximately 278 stockholders of record of our Common Stock. The number does not include beneficial owners who held shares as broker/dealers in "street name".

Transfer Agent


                Our transfer agent is American Registrar & Transfer Co., 942 East 900 South, Salt Lake City, UT 84111, and its telephone number is (801) 363-9065.



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Dividends

                We have not paid any cash dividends on our Common Stock, and do not anticipate paying cash dividends on our Common Stock in the next year. We anticipate that any income generated in the foreseeable future will be retained for the development and expansion of our business. Future dividend policy is subject to the discretion of the Board of Directors and will depend upon a number of factors, including future earnings, debt service, capital requirements, business conditions, the financial condition of the Company and other factors that the Board of Directors may deem relevant.

Securities Authorized for Issuance under Equity Compensation Plans

                We do not currently have equity compensation plans or any shares authorized for issuance under any equity compensation plan.


PLAN OF DISTRIBUTION

                This prospectus relates solely to the offer and sale by Michael Forster, an affiliate of our company, of 2,490,222 shares of our common stock owned by Mr. Forster. This offering will not result in the issuance of any additional shares of our common stock and will not result in any dilution to our existing stockholders.

                Mr. Forster is transferring these shares, without consideration, solely to individuals and entities that were holders of record of Disability Access Corp., a Delaware corporation formerly known as Power-Save Energy Corp. ("PS Corp"), as of September 13, 2006.

                On September 13, 2006, Mr. Forster was the Chief Executive Officer and controlling shareholder of PS Corp. That entity was originally engaged in marketing power saving devices that it acquired from KVAR Energy, Inc. under the terms of a license agreement. Mr. Forster was also the principal executive officer and sole owner of Power-Save Corp., a Nevada corporation, which had been formed to research and purchase residential and commercial power saving devices.

                On September 13, 2006, Mr. Forster sold the assets of Power-Save Nevada to our company in exchange for a controlling position in our stock. He subsequently resigned his position with PS Corp and sold his controlling stock position in PS Corp. PS Corp combined with a new entity and discontinued sales of power saving devices. No approval of the stockholders was secured in connection with Mr. Foster's sale of his interest in PS Corp.

                Mr. Forster is transferring his shares in our company to the record holders of PS Corp as of September 13, 2006 in order to provide them with a continuing interest in his efforts to develop a company in the power saving device business. The shares will be transferred to the record holders on the basis of one share of our common stock for each share of PS Corp held by the holder at that date.

                The shares will be delivered by written instruction from Mr. Forster to our transfer agent, instructing that the shares be issued into the name of the holders of record of PS Corp, at their registered addresses as set forth in the records of PS Corp. There is no underwriter or coordinating broker acting in connection with the proposed transfer of the shares.





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MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

                The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with our consolidated financial statements and the notes presented herein. In addition to historical information, the following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed in this prospectus. See "Forward-Looking Statements," above.

Overview

                We are a development stage company that manufactures, markets, and sells electricity saving devices for homeowners and small businesses. We began operations on September 2005. We began selling our initial product, the PS1200, in 2006.

                Our revenues are derived from the sale of our electricity saving devices. Costs of goods sold generally consist of costs to a third party manufacturer to manufacture our products, together with warehousing and shipping costs. Operating expenses are generally comprised of sales commissions, advertising and promotional expenses, and general and administrative expenses.

                We have funded our operations from inception to date through our initial capital contribution, cash from operations and borrowings under a line of credit.

                The three month period ended March 31, 2007 was our first fiscal quarter of operating profit. To date all of our revenues have been derived from the sale of our PS1200 product designed for residential use. We anticipate sales of our PS3200 and PS3400 products, designed for light commercial use, to begin in the third quarter.

                Going Concern Issue

                As reported in the Report of Independent Registered Public Accounting Firm on our December 31, 2006 financial statements, we incurred net losses during 2005 and 2006, and have a stockholders' deficit at December 31, 2006. We have yet to establish profitable operations. These factors, among others, create an uncertainty about our ability to continue as a going concern. Furthermore, the factors leading to and the existence of the going concern qualification in our accountant's report may adversely affect our relationship with customers and suppliers and have an adverse effect on our ability to obtain financing.

                Critical Accounting Policies Involving Management Estimates and Assumptions

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

                Intangible Assets. In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets," we evaluate 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". We recognize 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 collectibility is reasonably assured. We are responsible for warehousing and shipping the merchandise.


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

                Earnings Per Common Share. Statement of Financial Accounting Standards No. 128, "Earnings Per Share", requires presentation of basic earnings per share ("Basic EPS") and diluted earnings per share ("Diluted EPS"). Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted average number of common shares outstanding (including shares reserved for issuance) during the period. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the period. We did not have any potentially dilutive securities outstanding during the period September 21, 2005 (date of inception) through December 31, 2006. Accordingly, basic and diluted loss per common share is the same for the period September 21, 2005 (date of inception) through December 31, 2006. On November 28, 2006, a reverse stock split of 3 to 1 was approved by the Company's Board of Directors. All common shares have been adjusted to reflect the 3 to 1 reverse stock split.

                Advertising. The costs of advertising, promotion and marketing programs are charged to operations in the calendar year incurred.

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

                Website Development Costs. We account 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.

                Fluctuating Operating Results

                We are in the early stages of our operations, and our results of operations are likely to fluctuate from period to period. We anticipate that our quarterly and annual results of operations will be impacted for the foreseeable future by several factors, including the timing and volume of advertisements and the related sales of our products. Due to these fluctuations, we believe that the period-to-period comparisons of our operating results are not a good indication of our future performance.

Discussion and Analysis of Financial Condition and Results of Operations

                Three month period ended March 31, 2007 compared to three month period ended March 31, 2006.


                Revenues. Revenue for the three month period ended March 31, 2007 was $474,858, compared to $20,598 for the three months ended March 31, 2006. The period ended March 31, 2006 was the first fiscal quarter in which we had sales of our PS1200 product.

                Cost of Sales. Cost of sales for the three month period ended March 31, 2007, including shipping costs, was $ 73,564, resulting in gross profit of $401,294 and gross margin of 84.5%. Cost of sales for the three month period ended March 31, 2006 was $18,448 resulting in gross profit of $2,150 and gross margin of 10.4%.

                Advertising and Promotional Expenses. Advertising and promotional expenses for the three month period ended March 31, 2007 were $74,220 compared to $45,404 for the same period last year. As a percentage of revenues, advertising and promotional expenses were 15.6% of revenues for the three month period ended March 31, 2007 and 220.4% of revenues for the three month period ended March 31, 2006. Advertising and promotional expenses for March 31, 2007 included web based expenses of $ 21,831 and television advertising of $52,389.



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                Sales commissions. Commissions to outside sales persons were $89,090 for the three months ended March 31, 2007 or 18.7% of revenues. No outside sale commissions were paid in the three month period ended March 31, 2006.

                General and Administrative Expenses. General and administrative expenses for the three months ended March 31, 2007 was $51,561 or 10.8% of revenues, compared to $26,249 or 127.4% of revenues in the three month period ended March 31, 2006. For the period ended March 31, 2007, professional fees including legal and accounting were $28,740, most of which were related to the preparation of the year end financial statements and ongoing requirements for a public corporation. The other general and administrative expenses totaling $22,821 included the following: bank service charges for credit card sales, licenses and fees, printing and office supplies, postage, telephone and other miscellaneous expenses.

                Taxes. We recorded a provision for federal and state income taxes of $5,886 after utilizing a net operating loss carry forward of $161,841.

                Year ended December 31, 2006 compared to period from September 21, 2005 (date of inception) through December 31, 2005.

                Revenues. Revenue for the year ended December 31, 2006 was $650,692 comprised entirely of sales to residential customers. We did not have any revenue from September 21, 2005 (date of inception) through December 31, 2005.

                Cost of Sales. The cost of sales for the year ended December 31, 2006, including shipping costs, was $ 279,983 giving the Company a gross profit of $370,709 and an operating margin of 57%. The Company did not have any costs of sales from September 21, 2005 (date of inception) through December 31, 2005.

                Operating Expenses. Operating expenses for the year ended December 31, 2006 were $511,975, compared to $20,574 for the period from September 21, 2005 (date of inception) through December 31, 2005. The major operating expenses were advertising expense of $204,934 which included both television and web advertising and sales commissions of $183,375. These two categories totaled 75.9% of all operating expenses. No other expense exceeded 3% of operating expense.

Liquidity and Capital Resources


                As of March 31, 2007, we had cash of $130,360 and working capital of $252,292.

                Cash provided by operations during the first quarter of 2007 was $31,249, primarily as a result of net income of $180,537, offset by an increase in accounts receivable. The first quarter of 2007 was our first quarter in which cash from operations covered our operating expenses. We anticipate that our revenues and our resulting cash from operations will continue to fluctuate from quarter to quarter, and that we may again experience quarters in which our operating expenses exceed our gross profit earned during the period.

                We did not make any investments in the first quarter of 2007. We do not anticipate making significant capital expenditures in the near future.

                Cash provided by financing activities during the first quarter of 2007 was $9,201, which consisted of borrowings under a working capital line of credit.

                We have a working capital line of credit with Wells Fargo Bank which permits us to borrow an amount up to $51,000. At March 31, 2007 the amount outstanding under this facility was $22,338 and our available credit was $28,662.

                We believe our cash balance, together with borrowings under our credit line and anticipated cash flows from operations is sufficient to fund our operations. If cash reserves are not sufficient to sustain operations, we plan to raise additional capital by selling shares of capital stock or other securities. However, there are no commitments or arrangements for future financings in place at this time, and we can give no assurance that such capital will be available on favorable terms or at all. 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.



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Off Balance Sheet Arrangements

                We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditures.

Contractual Obligations

                We have no fixed contractual obligations.


MANAGEMENT

                The following table sets forth the names and positions of the current officers and directors of the Company. The directors and executive officers currently serving the Company are as follows:


  Name Age Position With Company Year First Became  
     
  Michael Forster 42 CEO/President/Chairman 2006  
     
  Luke C. Zouvas 36 Director 2006  
     
  David J. Forster 38 Director 2007  

                Michael Forster. Mr. Forster has served as our CEO/President/Chairman since September 2006. From 2005 to 2006, Mr. Foster was Chief Executive Officer and Chairman of the Board of Power-Save Energy Corp., a Delaware corporation, a company engaged in the marketing of power saving devices. From 2002 to 2005, Mr. Forster was a private real estate investor. Mr. Forster holds a Bachelor of Science Degree in Aeronautical Engineering from California Polytechnic State University.

               
Luke C. Zouvas. Mr. Zouvas has served as a member of our board of directors since December 2006. Mr. Zouvas is currently a partner in the law firm Zouvas and Applegate. For the past five years, Mr. Zouvas has been a licensed attorney in the State of California. Mr. Zouvas is a graduate of San Diego State University and the Thomas Jefferson School of Law.

                David J. Forster. Mr. Forster has served as a member of our board of directors since February 2007. From 2002 to 2006, Mr. Forster owned and operated Longboards Grill, a restaurant in Pismo Beach, California. From 1999 to 2002 Mr. Forster served as a manager of the Kaiser Permanente Medical Group Call Center. From 1997 to 1999 Mr. Forster was an independent contractor to Kaiser Permanent Medical Group in Oakland, California working on employment issues with labor unions. Before that, he served as a political analyst for Pacific Resources Engineering and Planning in Burlingame, California. Prior to that time, Mr. Forster served in politics including working for the U.S. Congressional Office of Leon E. Panetta and The Sierra Club where he lobbied within the arena of consumer and environmental lawmaking. Mr. Forster attended California Polytechnic State University where he received his Bachelor of Arts Degree in Political Science with a minor in Business.

                Directors are elected for one-year terms at the annual stockholders' meeting. Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated.

                David J. Forster is the brother of Michael Forster.

                There is no arrangement or understanding between any of the directors or officers of the Company and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current directors to the Company's board.



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Audit Committee

                The Company has not had standing audit, nominating or compensation committees of the Board of Directors or committees performing similar functions. All such applicable functions have been performed by the Board of Directors as a whole.

                The Company does not have an audit committee financial expert (as defined in Item 401 of Regulation S-K) serving on its Board of Directors. The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.

Code of Ethics

                The Company has adopted a Code of Ethics and Business Conduct that applies to all of its officers, directors and employees. The Code of Ethics is available on our website. Upon request, the Company will provide to any person without charge a copy of its Code of Ethics. Any such request should be made to Attn: Mr. Michael Forster, 3940-7 Broad Street, San Luis Obispo, CA 93401. The Company's telephone number is (866) 297-7192.

Compliance with Section 16(a) of the Exchange Act


                Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company's equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on the review of copies of such reports furnished to the Company and written representations that no other reports were required, the Company believes that during the fiscal year ended December 31, 2006, its executive officers, directors and all persons who own more than ten percent of a registered class of the Company's equity securities complied with all Section 16(a) filing requirements.


EXECUTIVE COMPENSATION

                The Company has not paid any executive compensation for any officer or director for the fiscal year ended December 31, 2006.


CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

                Related Party Transactions. Since January 1, 2005, we have not had any transactions in which any of our related persons had or will have a direct or indirect material interest, nor are any such transactions currently proposed, except as noted below:

                On September 15, 2006, and in connection with the Asset Purchase Agreement with Power-Save Energy Corp., Michael Forster, who at that time was an affiliate of the Company, transferred 15,000,000 shares of common stock (5,000,000 shares after giving effect to the one for three reverse split) to Zirk Engelbrecht, the former Chairman and Chief Executive Officer of the Company in exchange for relinquishing his control interest in the Company.

                Parent Companies. We do not have a parent company.

                Director Independence. We currently have only three directors-Messrs. Michael Forster, Luke C. Zouvas and David J. Forster. Mr. Michael Forster also serves as our chief executive officer and beneficially owns 64% of our outstanding shares of common stock as of March 31, 2007. Mr. Michael Forster and Mr. David J. Forster are not considered independent under the definition of "independent director" as contained in Section 4200(a)(15) of the Nasdaq Marketplace Rules. Mr. Luke C. Zouvas is considered independent under that definition.



18



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                As of March 31, 2007, we had 31,230,295 shares of common stock issued and outstanding. The following table sets forth as of March 31, 2007 information regarding the beneficial ownership of our common stock with respect to (i) our executive officers and directors; (ii) by all directors and executive officers as a group; and (iii) all persons which we, pursuant to filings with the SEC and our stock transfer record by each person or group, know to own more than 5% of the outstanding shares of our common stock. Under the rules of the SEC, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as warrants or options to purchase shares of our common stock. Unless otherwise noted, each person has sole voting and investment power over the shares indicated below subject to applicable community property law.

  Name and Address of Beneficial Owner*  
Amount and
Nature of Beneficial Ownership
 
Percentage
of Class Beneficially
Owned
 
  Officers and Directors            
  Michael Forster            
  3873 Sequoia Drive            
  San Luis Obispo, CA 93401  
20,000,000
   
64.66 %
 
               
  Luke C. Zouvas            
  925 Hotel Circle            
  San Diego, CA 92108  
0
   
     -- %
 
               
  David J. Forster            
  619 Camino Contento            
  Arroyo Grande, CA 93420  
0
   
     -- %
 
               
  All directors and executive officers as a group
(3 persons)
 
20,000,000
   
64.66 %
 
               
  5% Stockholders
Michael Forster

 
20,000,000
   
64.66 %
 
               
  Zirk Engelbrecht
646 Highland Avenue
Redlands, CA. 92373
 
5,020,244
   
16.23 %
 


DESCRIPTION OF SECURITIES

                Our authorized capital stock consists of 100,000,000 shares of common stock, of which 31,230,295 were outstanding at March 31, 2007. The holders of shares of our common stock are entitled to one vote for each share of record on all matters to be voted on by stockholders. Holders of common stock do not have cumulative voting rights. The holders of our common stock are entitled to receive dividends when, and if declared by our Board of Directors from funds legally available for dividends. Cash dividends are at the sole discretion of our Board of Directors. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of our liabilities and after provision has been made for each class of stock, if any, having any preference in relation to our common stock. Holders of shares of our common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to our common stock.



19





DISCLOSURE OF COMMISSION POSITION
OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

                The Utah Revised Business Corporation Act permits a Utah corporation to indemnify a present or former director or officer of the corporation (and certain other persons serving at the request of the corporation in related capacities) for liabilities, including legal expenses, arising by reason of service in such capacity if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed, to the best interests of the corporation, and in any criminal proceeding if such person had no reasonable cause to believe his conduct was unlawful. However, in the case of actions brought by or in the right of the corporation, no indemnification may be made with respect to any matter as to which such director or officer shall have been adjudged liable, except in certain limited circumstances.

                Our articles of incorporation and bylaws do not presently provide for the indemnification of our officers and directors. However, we may elect to approve such indemnification, by amendment to our articles of incorporation or bylaws, in the future. Pursuant to Sections 16-10a-902 and 16-10a-907of the Utah Revised Business Corporation Act, a corporation generally has the power to indemnify its present and former directors, officers, employees and agents against expenses incurred by them in connection with any suit to which they are or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in or not opposed to, the best interests of the corporation and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. Having these provisions in our articles of incorporation and bylaws may be necessary to attract and retain qualified persons as directors and officers. These provisions would not eliminate the directors' duty of care, and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Utah law. In addition, each director would continue to be subject to liability for breach of the director's duty of loyalty to the Company, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for acts or omissions that the director believes to be contrary to the best interests of the Company or its stockholders, for any transaction from which the director derived an improper personal benefit, for acts or omissions involving a reckless disregard for the director's duty to the Company or its stockholders when the director was aware or should have been aware of a risk of serious injury to the Company or its stockholders, for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director's duty to the Company or its stockholders, for improper transactions between the director and the Company and for improper distributions to stockholders and loans to directors and officers. Any such provision also would not affect a director's responsibilities under any other law, such as the federal securities law or state or federal environmental laws.

                The indemnification provided by the Utah Revised Business Corporation Act is not exclusive of any other rights to which a director or officer may be entitled. The general effect of the foregoing provisions may be to reduce the circumstances under which an officer or director may be required to bear the economic burden of the foregoing liabilities and expense.

                Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.



LEGAL MATTERS

                The validity of the shares of common stock being offered hereby will be passed upon for us by Duane Morris LLP, in San Diego, California.


EXPERTS

                Our audited financial statements at December 31, 2006 appearing in this prospectus have been audited by E. Randall Gruber, CPA, PC, an independent certified public accountant, as set forth on their report thereon appearing elsewhere in this prospectus, and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.


INTEREST OF NAMED EXPERTS AND COUNSEL

                No expert or counsel was hired on a contingent basis, and no expert or counsel will receive a direct or indirect interest in the Company or was a promoter, underwriter, voting trustee, director, officer, or employee of the Company.



20



CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

                We have not had any disputes or disagreements with E. Randall Gruber, CPA, PC, our independent outside auditor, since they have been engaged by us.


WHERE YOU CAN FIND MORE INFORMATION

                We filed a registration statement on Form SB-2, and amendments thereto, under the Securities Act relating to the shares of common stock being offered by this prospectus, and reference is made to such registration statement, as amended. This prospectus constitutes the prospectus of the Company, filed as part of the registration statement, as amended, and it does not contain all information in the registration statement, as amended, as certain portions have been omitted in accordance with the rules and regulations of the SEC.

                We are subject to the informational requirements of the Exchange Act, which requires us to file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information may be inspected at public reference room of the SEC at 100 F. Street, N.E., Washington D.C. 20549. Copies of such material can be obtained from the facility at prescribed rates. Please call the SEC toll free at 1-800-SEC-0330 for information about its public reference room. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC's website at http://www.sec.gov.

                Our statements in this prospectus about the contents of any contract or other document are not necessarily complete. You should refer to the copy of such contract or other document that we have filed as an exhibit to the registration statement, as amended, of which this prospectus is a part, for complete information.

                You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of the document. We furnish our stockholders with annual reports containing audited financial statements.



21



Index to Financial Statements Page
     
  Report of Independent Registered Public Accountant Accounting Firm F-1
     
  Balance Sheet as of December 31, 2006. F-2
     
  Statement of Operations for the Years ended December 31, 2006 and 2005. F-3
     
  Statement of Stockholders' (Deficit) for the Years ended December 31, 2006 and 2005. F-4
     
  Statement of Cash Flows for the Years Ended December 31, 2006 and 2005. F-5
     
  Notes to Financial Statements. F-6-14
     
  Balance Sheet as of March 31, 2007. F-15
     
  Statement of Operations for the Years ended March 31, 2007 and 2006. F-16
     
  Statement of Cash Flows for the Years Ended March 31, 2007 and 2006. F-17
     
  Notes to Financial Statements. F-18-20
     
     
     
     
     
     
     
     
     


21





Gruber & Company, LLC
   
Certified Public Accountant
Telephone (636)561-5639
121 Civic Center Drive, Suite 125
Fax (636)561-0735
Lake Saint Louis, Missouri 63367

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
POWER-SAVE ENERGY COMPANY


I have audited the accompanying balance sheets of Power-Save Energy Corp (a development stage enterprise) as of December 31, 2006, and the related statements of operations, stockholders' equity and cash flows for the year ended December 31, 2006 and for the period September 21, 2005 (date of inception) through December 31, 2006. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for our opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Power-Save Energy Company as of December 31, 2006 and 2005 and the results of its operations and cash flows for the year ended December 31, 2006 and for the period from September 21, 2005, (date of inception) through December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements conditions exist which raise substantial doubt about the Company's ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations. Those conditions raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Gruber & Company, LLC
Lake Saint Louis, Missouri

April 2, 2007



F-1



Power-Save Energy Company
(a development stage company)
Balance Sheets

   
December 31,
   
2006
   
2005
Assets    
   
     
   
Current assets    
   
Cash and cash equivalents   $
89,910
  $
217,844
Accounts receivable    
19,443
   
--
Inventory    
50,962
   
31,582
   
   
                         Total current assets    
160,315
   
249,426
     
 
   
 
Equipment, net of accumulated depreciation    
2,217
   
--
Intangible assets, net of accumulated amortization    
11,954
   
--
     
   
                         Total assets    
174,486
   
249,426
     
 
   
 
Liabilities and stockholders' equity    
   
     
   
Liabilities    
   
     
   
Current liabilities    
   
Line of credit    
13,137
   
--
Accounts payable    
35,190
   
--
     
   
                         Total current liabilities    
48,327
   
--
     
   
Stockholders' equity    
   
Common stock, $.001 par value, 200,000,000 shares
  authorized 30,930,497 issued and outstanding
   
30,930
   
270,000
Additional paid-in capital    
257,070
   
--
Deficit accumulated during the development stage    
(161,841
)  
(20,574
     
   
                         Total stockholders' equity    
126,159
   
249,426
     
   
                         Total liabilities and stockholders' equity   $
174,486
  $
249,426
             

See accompanying notes to financial statements
F-2



Power-Save Energy Company
(a development stage company)
Statement of Operations

 
For the
year ending
December 31,
2006
 
For the period
September 21,
2005 (date of
inception) through
December 31,
2005
 
For the period
September 21,
2005 (date of
inception) through
December 31,
2006
 
   
   
   
 
Revenues, net $
650,692
  $
--
  $
650,692
 
   
   
   
 
Cost of sales                  
Merchandise  
255,103
   
--
   
255,103
 
Other costs  
24,881
   
--
   
24,881
 
   
   
   
 
Total cost of sales  
279,984
   
--
   
279,984
 
   
   
   
 
Gross margin  
370,708
   
--
   
370,708
 
   
   
   
 
Operating expenses  
   
   
 
Advertising and promotion  
208,386
   
9,278
   
217,664
 
Sales commissions  
183,375
   
--
   
183,375
 
General and administrative  
120,214
   
11,296
   
131,510
 
   
   
   
 
Total operating costs and expenses  
511,975
   
20,574
   
532,549
 
   
   
   
 
Net loss $
(141,267
) $
(20,574
) $
(161,841
)
   
 
   
 
   
 
 
Weighted average number of shares outstanding  
25,603,702
   
16,203,704
   
 
 
   
 
   
 
   
 
Net loss per share $
(0.01
) $
(0.00
)  
 
   
 
   
 
   
 

See accompanying notes to financial statements
F-3



Power-Save Energy Company
(a development stage company)
Statement of Stockholders' Equity

   
   
   
Additional
Deficit
Accumulated
During
   
 
   
Common Stock
Paid-In
Development
   
 
   
Issued
Amount
Capital
Stage
Total
 
                               
Balance, September 21, 2005  
--
  $
--
  $
--
  $
--
  $
--
 
   
   
   
   
   
 
Common stock issued for cash on November 7, 2005  
31,250,000
   
31,250
   
113,750
   
--
   
145,000
 
   
   
   
   
   
 
Common stock issued for cash on December 8, 2005  
39,062,500
   
39,063
   
85,937
   
--
   
125,000
 
   
   
   
   
   
 
Net loss incurred during the period September 21,
  2005 (date of inception) through December 31, 2005
 
--
   
--
   
--
   
(20,574
)  
(20,574
)
   
   
   
   
   
 
Balance, December 31, 2005  
70,312,500
   
70,313
   
199,687
   
(20,574
)  
249,426
 
   
   
   
   
   
 
Common stock issued as partial payment for the
   Asset Purchase Agreement between the Company
   and Advanced Builder Energy Technologies, LLC
 
4,687,500
   
4,687
   
13,313
   
--
   
18,000
 
   
   
   
   
   
 
Acquisition of Safari Associates, Inc.  
2,537,384
   
2,537
   
2,726,593
   
(3,509,011
)  
(779,881
)
   
   
   
   
   
 
Recapitalization  
--
   
--
   
(3,509,011
)  
3,509,011
   
--
 
   
   
   
   
   
 
Reverse stock split  
(51,991,387
)  
(51,992
)  
51,992
   
--
   
--
 
   
   
   
   
   
 
Conversion of Safari Associates, Inc. debt to
   common stock
 
5,384,500
   
5,385
   
774,496
   
--
   
779,881
 
   
   
   
   
   
 
Net loss incurred for the year ended
   December 31, 2006
 
--
   
--
   
--
   
(141,267
)  
(141,267
)
   
   
   
   
   
 
Balance, December 31, 2006  
30,930,497
  $
30,930
  $
257,070
  $
(161,841
) $
126,159
 
                               


See accompanying notes to financial statements
F-4


Power-Save Energy Company
(a development stage company)
Statements of Cash Flows


 
For the
year ending
December 31,
2006
 
For the period
September 21,
2005 (date of
inception) through
December 31,
2005
 
For the period
September 21,
2005 (date of
inception) through
December 31,
2006
 
Cash flows from operating activities  
   
   
 
Net (loss) $
(141,267
) $
(20,574
) $
(161,841
)
Adjustments to reconcile net loss to net cash
  provided by operating activities:
 
   
   
 
               Depreciation and amortization  
714
   
--
   
714
 
       Changes in operating assets and liabilities  
--
   
--
   
--
 
               Increase in accounts receivable  
(19,443
)  
--
   
(19,443
)
               Increase in inventory  
(13,889
)  
(31,582
)  
(45,471
)
               Increase in accounts payable  
35,190
   
--
   
35,190
 
 
   
   
 
Net cash used by operating activities  
(138,695
)  
(52,156
)  
(190,851
)
 
   
   
 
Cash flows from investing activities:  
   
   
 
               Acquisition of equipment  
(2,376
)  
--
   
(2,376
)
               Acquisition of intangible assets  
--
   
--
   
--
 
                    Net cash used by investing activities  
(2,376
)  
--
   
(2,376
)
 
   
   
 
Cash flows from financing activities  
   
   
 
               Proceeds from line of credit, net  
13,137
   
--
   
13,137
 
               Proceeds from sale of stock  
--
   
270,000
   
270,000
 
                    Net cash provided by financing activities  
13,137
   
270,000
   
283,137
 
 
   
   
 
Net increase in cash and equivalents  
(127,934
)  
217,844
   
89,910
 
 
   
   
 
Cash and cash equivalents at beginning of year  
217,844
   
--
   
--
 
 
   
   
 
Cash and cash equivalents at end of year $
89,910
  $
217,844
  $
89,910
 
 
 
   
 
   
 
 
Supplemental disclosure of cash flow information:  
   
   
 
 
   
   
 
Income taxes paid $
--
  $
--
  $
--
 
 
   
   
 
Interest paid  
--
   
--
   
--
 
 
   
   
 
Stock issued to retire debt  
779,881
   
--
   
--
 
 
   
   
 
Stock issued to acuire equipment and
   inventory
 
18,000
   
--
   
--
 


See accompanying notes to financial statements
F-5



Power-Save Energy Company
(a development stage company)
Notes to Financial Statments

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 were 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 electricity saving devices for homeowners. The product is intended to reduce homeowner's electricity consumption and reduce their electric utility bill monthly. The device may also help with surge protection.

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 and notes payable. At December 31, 2006 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.

Intangible Assets

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



F-6


Power-Save Energy Company
(a development stage company)
Notes to Financial Statments


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 collectibility is reasonably assured. The Company is responsible for warehousing and shipping the merchandise.

Stock - Based Compensation


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

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

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

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

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

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

The Company did not have any stock options outstanding during the period November 25, 2003 (date of inception) through December 31, 2006, accordingly, no pro forma financial disclosure is provided herein.



F-7


Power-Save Energy Company
(a development stage company)
Notes to Financial Statments

Income Taxes

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

Earnings Per Common Share

Statement of Financial Accounting Standards No. 128, "Earnings Per Share", requires presentation of basic earnings per share ("Basic EPS") and diluted earnings per share ("Diluted EPS"). Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted average number of common shares outstanding (including shares reserved for issuance) during the period. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the period. The Company did not have any potentially dilutive securities outstanding during the period September 21, 2005 (date of inception) through December 31, 2006. Accordingly, basic and diluted loss per common share is the same for the period September 21, 2005 (date of inception) through December 31, 2006.

On November 28, 2006, a reverse stock split of 3 to 1 was approved by the Company's Board of Directors. All common shares have been adjusted to reflect the 3 to 1 reverse stock split.

Advertising

The costs of advertising, promotion and marketing programs are charged to operations in the calendar year incurred.

Segmented Information


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

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.



F-8


Power-Save Energy Company
(a development stage company)
Notes to Financial Statments

Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. As of December 31, 2006 the Company had a retained deficit of $161,841. This condition raises substantial doubt as to the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The company is a development stage company under the provisions of Financial Accounting Standards Board No. 7. The Company is concentrating substantially all of its efforts in raising capital and developing its business operations in order to generate additional operating revenues.

If operations and cash flows continue to improve through these efforts, management believes that the Company can continue to operate. However, no assurance can be given that management's actions will result in profitable operations or the resolution of its liquidity problems.

Use of estimates

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

Organizational costs

The Company expenses all start-up and organizational costs as they are incurred in accordance with the provisions of Statement of Position (SOP) 98-5, "Reporting on the Costs of Start-up Activities" issued by the American Institute of Certified Public Accountants.

Website Development Costs

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

Note 3 - Recently issued accounting pronouncements

In March 2004, the FASB approved the consensus reached on the Emerging Issues Task Force (EITF) Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments." The objective of this Issue is to provide guidance for identifying impaired investments. EITF 03-1 also provides new disclosure requirements for investments that are deemed to be temporarily impaired. In September 2004, the FASB issued a FASB Staff Position (FSP) EITF 03-1-1 that delays the effective date of the measurement and recognition guidance in EITF 03-1 until after further deliberations by the FASB. The disclosure requirements



F-9


Power-Save Energy Company
(a development stage company)
Notes to Financial Statments

are effective only for annual periods ending after June 15, 2004. The Company has evaluated the impact of the adoption of the disclosure requirements of EITF 03-1 and does not believe it will have an impact to the Company's overall combined results of operations or combined financial position. Once the FASB reaches a final decision on the measurement and recognition provisions, the Company will evaluate the impact of the adoption of EITF 03-1.

In November 2004, the FASB issued SFAS No. 151 "Inventory Costs, an amendment of ARB No. 43, Chapter 4" (" SFAS No. 151"). The amendments made by SFAS 151 clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges and require the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. The guidance is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Earlier application is permitted for inventory costs incurred during fiscal years beginning after November 23, 2004. The Company has evaluated the impact of the adoption of SFAS 151, and does not believe the impact will be significant to the Company's overall results of operations or financial position.

In December 2004, the FASB issued SFAS No.152, "Accounting for Real Estate Time-Sharing Transactions-an amendment of FASB Statements No. 66 and 67" ("SFAS 152"). SFAS 152 amends SFAS No. 66, "Accounting for Sales of Real Estate", to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2, "Accounting for Real Estate Time-Sharing Transactions". SFAS 152 also amends SFAS No. 67, "Accounting for Costs and Initial Rental Operations of Real Estate Projects", to state that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real estate time-sharing transactions. The accounting for those operations and costs is subject to the guidance in SOP 04-2. SFAS 152 is effective for financial statements for fiscal years beginning after June 15, 2005, with earlier application encouraged. The Company has evaluated the impact of the adoption of SFAS 152, and does not believe the impact will be significant if any, to the Company's overall results of operations or financial position since the Company does not enter into such transactions.

In December 2004, the FASB issued SFAS No.153, "Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions." The amendments made by SFAS 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance. Previously, Opinion 29 required that the accounting for an exchange of a productive asset for a similar productive asset or an equivalent interest in the same or similar productive asset should be based on the recorded amount of the asset relinquished. Opinion 29 provided an exception to its basic measurement principle (fair value) for exchanges of similar productive assets. That exception required that some nonmonetary exchanges, although commercially substantive, be recorded on a carryover basis. By focusing the exception on exchanges that lack commercial substance, the FASB believes SFAS No.153 produces financial reporting that more faithfully represents the economics of the transactions. SFAS No.153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges occurring in fiscal periods beginning after the date of issuance. The provisions of SFAS No.153 shall be applied prospectively. The Company has evaluated the impact of the adoption of SFAS 153, and does not believe the impact will be significant to the Company's overall results of operations or financial position.

In December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based Payment" ("SFAS 123(R)"). SFAS 123(R) will provide investors and other users of financial statements with more complete and neutral financial information by requiring that the compensation cost relating



F-10


Power-Save Energy Company
(a development stage company)
Notes to Financial Statments

to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. SFAS 123(R) covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. SFAS 123(R) replaces SFAS No. 123, "Accounting for Stock-Based Compensation", and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees". SFAS 123, as originally issued in 1995, established as preferable a fair-value-based method of accounting for share-based payment transactions with employees. However, that statement permitted entities the option of continuing to apply the guidance in Opinion 25, as long as the footnotes to financial statements disclosed what net income would have been had the preferable fair-value-based method been used. Public entities (other than those filing as small business issuers) will be required to apply SFAS 123(R) as of the first interim or annual reporting period that begins after June 15, 2005. This pronouncement is effective for the Company, a small business issuer, as of the first interior annual reporting period that begins after December 15, 2005. The Company has evaluated the impact of the adoption of SFAS 123(R), and does not believe the impact will be significant to the Company's overall results of operations or financial position.

In May, 2005, The FASB issued SFAS No. 154, entitled Accounting Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3. This Statement replaces APB Opinion No. 20, Accounting Changes and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. This statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. Opinion 20 previously required that most voluntary changes in accounting principle be recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. This Statement requires retrospective application to prior periods' financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. This Statement defines as the application of a different accounting principle to prior accounting periods as if that principle had always been used or as the adjustment of previously issued financial statements to reflect a change in the reporting entity. This statement also redefines restatement as the revising of previously issued financial statements to reflect the correction of an error. The adoption of SFAS 154 did not impact the financial statements.

In February, 2006, FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Statements". SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" and SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". SFAS No. 155 permits fair value measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interest in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial statements that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition on the qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for all financial instruments acquired or issued after the beginning of the Company's first fiscal year that begins after September 15, 2006. Management believes that this statement will not have a significant impact on the financial statements.



F-11


Power-Save Energy Company
(a development stage company)
Notes to Financial Statments

In March, 2006 FASB issued SFAS 156 "Accounting For Servicing of Financial Assets" this Statement amends FASB Statement No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities", with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement:

1.
  Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract.
2.
  Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.
3.
  Permits an entity to choose "Amortization method" or "Fair value measurement method" for each class of separately recognized servicing assets and servicing liabilities.
4.
  At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity's exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value.
5.
  Requires separate presentation of servicing assets and liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities.

Management believes that this statement will not have a significant impact on the financial statements.

Note 4 - Commitments and Contingencies

The Company entered into a Non-Exclusive Distributor Agreement, which allows the Company to purchase at preferred pricing and market a certain patented electricity saving device. The Agreement has an initial term of one year. At the end of the one year term, the Agreement will continue until terminated by either party with at least thirty days prior notice. The Agreement requires the Company to purchase $7,500 of product in every three month period during the first two years and then increasing to $15,000 in every three month period for the remaining term of the Agreement. As of December 31, 2006, this agreement was terminated.

Note 5 - Note Payable


The Company has negotiated a line of credit with a bank in the amount of $55,000 at December 31, 2006. The line of credit bears interest at 12.00% as of December 31, 2006. The balance due on the line of credit at December 31, 2006 is $13,137.

Note 6 - Income Taxes

The Company has a net operating loss carryforward of approximately $161,000 which will begin to expire in, 2005. The federal income tax benefit of this net operating loss is $56,350, and has been offset with a valuation allowance of $56,350 due to the uncertainty that the net operating loss will be used. The valuation allowance increased by $50,330 and $6,020 for the year ended December 31, 2006 and for the period September 21, 2005 (date of inception) through December 31, 2005 respectively.



F-12


Power-Save Energy Company
(a development stage company)
Notes to Financial Statments

Note 7 - Intangible Assets

Intangible assets consist of those acquired in the asset purchase agreement with Advanced Builder Energy Technologies LLC (ABET), and include the ABET logo, the UL listing number, rights, licenses, designs and approvals, the customer lists, and any and all manufacturing agreements acquired. A summary of intangible assets as of December 31, 2006 is as follows:


  Intangible assets, at cost $
12,510
 
  Less - amortization allowed  
556
 
       
    $
11,954
 
       

Note 8 - Common Stock

On November 7, 2005, the Company issued 31,250,000 shares of common stock in a private placement offering that resulted in gross proceeds of $145,000.

On December 8, 2005, the Company issued 39,062,500 shares of common stock in a private placement offering that resulted in gross proceeds of $125,000.

On May 6, 2006, the Company issued 4,687,500 shares of common stock as partial payment for the Asset Purchase Agreement between the Company and Advanced Builder Energy Technologies, LLC. The value was determined using the average price of stock issued for cash in the same period.

On September 10, 2006, the Company issued 2,537.384 shares of Common stock in the reverse acquisition of Safari Associates, Inc.

On November 28, 2006, the Company completed a three for 1 split reverse split of outstanding common stock.

On December 31, 2006, the Company converted debt in the amount of $779,881 into 5,384,500 shares of common stock.

Note 9 - Asset Purchase Agreement

On April 19, 2006, the Company entered into an asset purchase agreement with Advanced Builder Energy Technologies, LLC ("ABET") to purchase substantially all of the assets of ABET used in the manufacturing, sale and distribution of certain of its proprietary products. The purchase price for the tangible and intangible assets was $90,000 payable in cash, and the issuance of 150,000 shares of the Company's common stock.

The purchase was allocated as follows:


  Inventory $
95,490
 
  Intangible assets  
12,510
 
    $
108,000
 
       

The inventory consists of power conditioning units built by a supplier in China for a competitor that is no longer in business. These units are labeled with a competitors name and UL information and will have to be relabeled in accordance with UL rules. 0170


F-13


Power-Save Energy Company
(a development stage company)
Notes to Financial Statments

Note 10 - Agreement for Development of Television Advertising

On October 1, 2005 the Company entered into an agreement with SendTec, Inc. to prepare from script to production one sixty second DRTV commercial for $30,000. As of December 31, 2006, the commercial was completed, and the Company had paid as agreed.

Note 11 - Other Informative Disclosure

On October 1, 2005, the stockholders of the Company completed a share agreement transaction, whereby the stockholders exchanged 100% of the issued and outstanding shares of the Company's common stock for 10,000,000 shares of Tabatha V, Inc. The result would have been that the Company would become a wholly owned subsidiary of Tabatha V, Inc. with the transaction being accounted for as a reverse merger in which the Company would be the acquirer, and would adopt the capital structure of Tabitha V, Inc. The transaction was subsequently voided.

Note 12 - Acquisition

On September 12, 2006, the Company entered into an Asset Purchase Agreement with Power-Save Energy Corp., pursuant to which the Company agreed to issue 75,000,000 shares of common stock . This transaction has been accounted for as a recapitalization effected through a reverse merger, such that Power-Save Energy Corp. will be treated as the "acquiring" company for financial reporting purposes. In connection with the acquisition, The Company assumed liabilities in the amount of $779,881. On December 31, 2006, the Company issued 5,384,500 shares of common stock to convert these liabilities.







F-14



POWER SAVE ENERGY COMPANY
CONSOLIDATED BALANCE SHEET
MARCH 31, 2007

ASSETS

Current Assets    
Cash and Cash Equivalents $
130,360
Accounts receivable  
154,568
Inventory  
55,675
     
             Total current assets  
340,603
     
Equipment, net of accumulated depreciation  
2,099
Intangible assets, net of accumulated amortization  
11,745
     
             Total assets $
354,447
     
     
LIABILITIES AND STOCKHOLDERS' EQUITY
     
Liabilities    
     
Current liabilities    
Line of credit $
22,338
Accounts payable  
19,527
Income taxes payable  
5,886
   
             Total current liabilities  
47,751
   
Stockholders' equity  
Common stock, $.001 par value, 200,000,000 shares
    Authorized , 31,230,295 issued and outstanding
 
31,230
Additional paid-in-capital  
256,770
Retained earnings  
18,696
   
 
             Total stockholders' equity
306,696
   
             Total liabilities and stockholders' equity $
354,447
     

F-15



POWER SAVE ENERGY COMPANY.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006


   
2007
2006
 
             
Revenue, net $
474,858
$
20,598
   
 
   
 
 
Cost of sales
Merchandise
56,814
18,000
Other costs  
16,750
   
448
   
 
   
 
Total cost of sales  
73,564
 
18,448
   
 
   
 
Gross margin
401,294
2,150
 
Operating expenses
Advertising and promotion
74,220
45,404
Sales commissions
89,090
-
General and administrative  
51,561
 
26,249
 
Total operating costs and expenses  
214,871
   
71,653
 
Net income (loss) before provision for income taxes
186,423
(69,503
)
 
Provision for income taxes  
5,886
   
-
 
Net income (loss) $
180,537
$
(69,503
)
 
Net income (loss) per share $
.006
$
.046
 
Weighted average number of shares outstanding
31,130,512
1,505,034
             
             


F-16



POWER SAVE ENERGY COMPANY.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006


   
2007
     
2006
 
Cash flows from operating activities              
Net income (loss) $
180,537
    $
(69,503
)
Adjustments to reconcile net income (loss) to net cash
     
 
   Provided by operating activities:
     
 
            Depreciation and amortization
327
     
-
 
   Changes in operating assets and liabilities
     
 
            Increase in accounts receivable
(135,125
)    
-
 
            Increase in inventory
(4,713
)    
-
 
            Decrease in accounts payable
(15,663
)    
-
 
            Increase in taxes payable  
5,886
     
-
 
 
     
 
Net cash provided (used) by operating activities
31,249
     
-
 
 
     
 
Cash flows from financing activities
     
 
            Proceeds from line of credit, net  
9,201
     
-
 
 
     
 
Net increase (decrease) in cash and cash equivalents
40,450
     
(69,503
)
 
     
 
Cash and cash equivalents at beginning of period  
89,910
     
217,844
 
 
     
 
Cash and cash equivalents at end of period $
130,360
    $
148,341
 
   
 
     
 
 
Supplemental disclosure of cash flow information:
     
 
 
     
 
Income taxes paid $
-
    $
-
 
 
     
 
Interest paid $
564
    $
-
 
               


F-17



POWER SAVE ENERGY COMPANY.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following financial information is submitted in response to the requirements of Form 10-QSB 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 consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's Form 10KSB containing the Company's audited financial statements as of and for the year ended December 31, 2006 filed with the Securities and Exchange Commission. The results of operations for the three months ended March 31, 2007 are not necessarily indicative of results to be expected for the entire fiscal year ending December 31, 2007.

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 were 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 electricity saving devices for homeowners. The product is intended to reduce homeowner's electricity consumption and reduce their electric utility bill monthly. The device may also help with surge protection.

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 and notes payable. At March 31, 2007 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.

Intangible Assets

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



F-18



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 collectibility is reasonably assured. The Company is responsible for warehousing and shipping the merchandise.

Income Taxes

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

Earnings Per Common Share


Statement of Financial Accounting Standards No. 128, "Earnings Per Share", requires presentation of basic earnings per share ("Basic EPS") and diluted earnings per share ("Diluted EPS"). Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted average number of common shares outstanding (including shares reserved for issuance) during the period. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the period. The Company did not have any potentially dilutive securities outstanding during the period. Accordingly, basic and diluted loss per common share is the same.

Advertising

The costs of advertising, promotion and marketing programs are charged to operations in the calendar year incurred.

Segmented Information

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

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.

Use of Estimates

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



F-19


Organizational costs

The Company expenses all start-up and organizational costs as they are incurred in accordance with the provisions of Statement of Position (SOP) 98-5, "Reporting on the Costs of Start-up Activities" issued by the American Institute of Certified Public Accountants.

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 - Commitments and Contingencies

The Company entered into a Non-Exclusive Distributor Agreement, which allows the Company to purchase at preferred pricing and market a certain patented electricity saving device. The Agreement has an initial term of one year. At the end of the one year term, the Agreement will continue until terminated by either party with at least thirty days prior notice. The Agreement requires the Company to purchase $7,500 of product in every three month period during the first two years and then increasing to $15,000 in every three month period for the remaining term of the Agreement. As of December 31, 2006, this agreement was terminated.

Note 4 - Note Payable

The Company has negotiated a line of credit with a bank in the amount of $55,000 at March 31, 2007. The line of credit bears interest at 12.00% as of March 31, 2007. The balance due on the line of credit at March 31, 2007 is $22,338.

Note 6 - Income Taxes

The provision for income taxes consists of the following

   
2007
     
2006
Federal income tax $
3,581
    $
-
State income tax  
2,305
     
-
   
 
       
Total $
5,886
    $
-
             
Income taxes based on statutory tax rates are as follows            
             
Federal income taxes $
58,242
    $
-
State income tax  
16,612
     
-
Less net operating loss benefit  
(68,968
)    
-
           
Total $
5,886
     
-


F-20





2,490,222 SHARES
OF
COMMON STOCK


Power-Save Energy Company

3940-7 Broad Street, #200
San Luis Obispo, California 93401
(866) 297-7192


________________

PROSPECTUS
________________

May __, 2007












PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers.


                Under Sections 16-10a-902 and 16-10a-907of the Utah Revised Business Corporation Act, we have broad powers to indemnify our directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act. Notwithstanding the foregoing, a director shall be liable to the extent provided by applicable law, (i) for breach of the directors' duty of loyalty to us or our stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 16-10a-842 of the Utah Revised Business Corporation Act or (iv) for any transaction from which the director derived an improper personal benefit.

                Our articles of incorporation and bylaws do not presently provide for the indemnification of our officers and directors. However, we may elect to approve such indemnification, by amendment to our articles of incorporation or bylaws, in the future. Pursuant to Sections 16-10a-902 and 16-10a-907of the Utah Revised Business Corporation Act, a corporation generally has the power to indemnify its present and former directors, officers, employees and agents against expenses incurred by them in connection with any suit to which they are or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in or not opposed to, the best interests of the corporation and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. Having these provisions in our articles of incorporation and bylaws may be necessary to attract and retain qualified persons as directors and officers. These provisions would not eliminate the directors' duty of care, and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Utah law. In addition, each director would continue to be subject to liability for breach of the director's duty of loyalty to the Company, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for acts or omissions that the director believes to be contrary to the best interests of the Company or its stockholders, for any transaction from which the director derived an improper personal benefit, for acts or omissions involving a reckless disregard for the director's duty to the Company or its stockholders when the director was aware or should have been aware of a risk of serious injury to the Company or its stockholders, for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director's duty to the Company or its stockholders, for improper transactions between the director and the Company and for improper distributions to stockholders and loans to directors and officers. Any such provision also would not affect a director's responsibilities under any other law, such as the federal securities law or state or federal environmental laws.

                At present, there is no pending litigation or proceeding involving a director, officer or key employee of the Company as to which indemnification is being sought nor is the Company aware of any threatened litigation that may result in claims for indemnification by any officer or director.

Item 25. Other Expenses of Issuance and Distribution.

                The following table sets forth an itemization of all estimated expenses, all of which we will pay, in connection with the issuance and distribution of the securities being registered:

  Nature of Expense
Amount
   
  SEC registration fee   $
34
   
  Accounting fees and expenses   $
2,500
   
  Legal fees and expenses   $
25,000
   
  Printing and related expenses   $
2,500
   
                          TOTAL   $
30,034
   
             
             

II-1



Item 26. Recent Sales of Unregistered Securities.

                On December 31, 2006, we issued 5,384,500 shares of our common stock to certain creditors of our company in exchange for relief of indebtedness of $779,881. The transaction was conducted as a private placement, without any public solicitation in reliance on Section 4(2) of the Securities Act of 1933 amended.

Item 27. Exhibits.

                The following exhibits are included as part of this Form SB-2. References to "the Company" in this Exhibit List means Power-Save Energy Company, Inc.

  Exhibit No. Description  
  3.1 Articles of Incorporation, as amended.(1)  
  3.2 Amendment to Articles of Incorporation to effect name change to Power-Save Energy Company.  
  3.3 By-Laws.(1)  
  5.1 Opinion of Duane Morris LLP.  
  10.1 Asset Purchase Agreement between the Company and Power-Save Energy Corp. dated September 12, 2006.(2)  
  11.1 Statement re: computation of per share earnings (Included within the financial statements filed herewith).  
  23.1 Consent of Duane Morris LLP (contained in Exhibit 5.1)  
  23.2 Consent of Gruber & Company, LLC  
  24.1 Power of attorney (contained on signature page)  
            ________________________
(1) 
Incorporated by reference to the Company's Registration Statement on Form 10-SB/A previously filed with the Securities and Exchange Commission on April 4, 2000.
 
 
(2) 
Incorporated by reference to the Company's Current Report on Form 8-K previously filed with the Securities and Exchange Commission on November 3, 2006.

Item 28. Undertakings.

                (a) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

                In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


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                (b) Each prospectus filed pursuant to Rule 424(b) (§ 230.424(b) of this chapter) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§ 230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.








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SIGNATURES

                In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorizes this registration statement to be signed on its behalf by the undersigned, in the City of San Luis Obispo, State of California on May 22, 2007.

  Power-Save Energy Company, a Utah corporation
   
  By: /s/ Michael Forster                                     
       Michael Forster, Chief Executive Officer


POWERS OF ATTORNEY

                KNOW ALL MEN BY THESE PRESENTS
, that each of the undersigned, being a director or officer of Power-Save Energy Company, a Utah corporation, hereby constitutes and appoints Michael Forster, acting individually, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any registration statement related to the offering contemplated by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such registration statement or registration statements shall comply with the Securities Act, and the applicable rules and regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

                In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the followings persons in the capacities and on the dates stated.

/s/ MICHAEL FORSTER   Chief Executive Officer, Chief Financial Officer and Director May 22, 2007
Michael Forster   (Principal Executive Officer and Principal AccountingOfficer)  
       
/s/ LUKE C. ZOUVAS   Director May 22, 2007
Luke C. Zouvas      
       
/s/ DAVID J. FORSTER   Director May 22, 2007
David J. Forster      
       
       







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