UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended June 30, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____ to _____
Commission file no. 333-33890
POWER SAVE INTERNATIONAL, INC.
(Name of Small Business Issuer in its Charter)
Nevada 88-0227424
------------------------------- ------------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
5800 NW 64 Avenue, Bldg. 26, #109, Tamarac, FL 33319
-------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(954)722-1615
--------------
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No
[ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
As of August 18, 2003, 6,414,149 shares of common stock were outstanding.
Transitional Small Business Disclosure Format (Check one): Yes( ) No (X)
2
POWER SAVE INTERNATIONAL, INC.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
-------
Item 1. Financial Statements
Condensed Balance Sheets June 30, 2003
and December 31, 2002 F-1
Condensed Statements of Operations and Comprehensive Income
for the Six and Three Months Ended June 30, 2003 and 2002
and Inception through June 30, 2003. F-2
Condensed Statements of Cash Flows for the
Six Months Ended June 30, 2003 and 2002 and
Inception through June 30, 2003. F-3
Notes to Condensed Financial Statements F-4
Item 2. Management's Discussion and Analysis or Plan of Operation 4
Item 3. Controls and Procedures 4
PART II- OTHER INFORMATION
Item 1. Legal Proceedings 5
Item 2. Changes in Securities and Use of Proceeds 5
Item 3 Defaults upon Senior Securities 5
Item 6. Exhibits and Reports on Form 8-K 5
Certification 6
3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
As used herein, the term "Company" refers to Power Save International, Inc., a
Nevada corporation, and predecessors unless otherwise indicated. Unaudited,
condensed interim financial statements including a balance sheet for the
Company as of the quarter ended June 30, 2003 and statements of operations,
and statements of cash flows for the interim period up to the date of such
balance sheet and the comparable period of the preceding year are attached
hereto as Pages F-1 through F-5 and are incorporated herein by this reference.
BASIS OF PRESENTATION
The accompanying unaudited financial statements are presented in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and the instructions for Form 10-QSB and
Item 310 under subpart A of Regulation S-B. Accordingly, they do not include
all of the information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial
statements. The accompanying statements should be read in conjunction with the
audited financial statements for the years ended December 31, 2002 and
December 31, 2001. In the opinion of management, all adjustments (consisting
only of normal occurring accruals) considered necessary in order to make the
financial statements not misleading have been included. Operating results for
the quarter ended June 30, 2003 are not necessarily indicative of results that
may be expected for the year ended December 31, 2003. The financial statements
are presented on the accrual basis.
As used herein, the term "Company" refers to Power Save International, Inc., a
Nevada corporation, and predecessors unless otherwise indicated. Unaudited,
condensed interim financial statements including a balance sheet for the
Company as of the quarter ended June 30, 2003 and statements of operations,
and statements of cash flows for the interim period up to the date of such
balance sheet and the comparable period of the preceding year are attached
hereto as Pages 4 through 8 and are incorporated herein by this reference.
4
Item 2. Management's Discussion and Analysis of Financial Conditions and
Results of Operations
LIQUIDITY
During the three months ended June 30, 2003, the Company's working capital
decreased. This was due to administrative and financing costs incurred as
carrying costs of the Company's assets and to maintain its operations. The
Company does not currently have sufficient capital in its accounts, nor
sufficient firm commitments for capital to assure its ability to meet its
current obligations or to continue its planned operations. The Company is
continuing to pursue working capital and additional revenue through the
seeking of the capital it needs to carry on its planned operations. There is
no assurance that any of the planned activities will be successful.
CAPITAL RESOURCES
As a result of its limited liquidity, the Company has limited access to
additional capital resources. The Company does not have the capital to
totally fund the obligations that have matured to any of its vendors and
shareholders. The shareholders have agreed to roll over any existing loans
until the company has stronger liquidity.
The Company has received additional capital through the expansion of vendor
financing and loans from its directors and shareholders during previous
quarters and expects such financing will be its only source of capital in the
near future.
Though the obtaining of the additional capital is not guaranteed, the
management of the Company believes it will be able to obtain the capital
required to meet its current obligations and actively pursue its planned
business activities.
OPERATIONS
The previous operations of the Company are currently dormant. Until the
Company obtains the capital required to developed any properties or businesses
and obtains the revenues needed from its future operations to meet its
obligations, the Company will be dependent upon sources other than operating
revenues to meet its operating and capital needs. Operating revenues may
never satisfy these needs.
Until the capital is obtained to enter into its planned operations discussed
above, the Company will need additional capital.
ITEM 3. CONTROLS AND PROCEDURES
Based on the evaluation by Mr. Balmer, the chief financial officer of the
company, the effectiveness of the company's disclosure controls and procedures
conducted as of a date within 90 days of the filing date of this quarterly
report, Mr. Balmer concluded that, as of the evaluation date, (i) there were
no significant deficiencies or material weaknesses of the company's disclosure
controls and procedures, (ii) there were no significant changes in the
5
internal controls or in other factors that could significantly affect internal
controls subsequent to the evaluation date, and (iii) no corrective actions
were required to be taken.
The Company had no revenue during the first two quarters of 2003. The Company
has been dormant in its operations and is currently pursuing business
combinations or the required capital needed to have current operations.
PART II - OTHER INFORMATION
Item 2. Legal Proceedings
None
Item 2. Change of Securities
No changes in securities have occurred since the Company's last report as of
March 31, 2003.
Item 3. Defaults Upon Senior Securities.
No changes in securities have occurred since the Company's last report as of
March 31, 2003.
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other information.
None.
Item 6. Exhibits and reports on Form 8-K.
(a) Exhibits.
----------
Item 4 Instruments Defining the Rights of Security Holders
- ------- ---------------------------------------------------
4.01 4 Specimen Stock Certificate Incorporated
by reference*
31.01 31 CEO certification Pursuant
to 18 USC Section 1350, as
adopted pursuant to Section 302
of Sarbanes-Oxley Act of 2002 This Filing
31.02 31 CFO certification Pursuant
to 18 USC Section 1350, as
adopted pursuant to Section 302
of Sarbanes-Oxley Act of 2002 See 31.01
32.01 32 CEO Certification pursuant to
section 906 This Filing
32.02 32 CFO Certification pursuant to
Section 906 See 32.02
6
* Incorporated by reference from the Company's registration statement on form
SB-2 filed with the Commission, SEC file no. 333-33890.
(b) Reports on From 8-K.
--------------------
None
Signatures
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed in its
behalf by the undersigned, thereunto duly authorized, on August 18, 2003.
Power Save International, Inc.
Registrant
/s/ Scott Balmer
- ------------------------------
Scott Balmer
Director and CEO
F-1
POWER SAVE INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
JUNE 30, 2003 AND DECEMBER 31, 2002
ASSETS
June 30, December 31,
2003 2002
---------- ------------
Unaudited Audited
CURRENT ASSETS:
Cash $ 1,669 $ 4,581
Receivables, net - -
Marketable securities-available-for-sale 235 11,451
Prepaid expenses - -
---------- -----------
Total Current Assets 1,904 16,032
---------- -----------
PROPERTY, PLANT AND EQUIPMENT, NET, at cost 1,627 2,127
---------- -----------
OTHER ASSETS
Intangible assets, net of reserve of $244,000 - -
---------- -----------
Total Other Assets - -
---------- -----------
TOTAL ASSETS $ 3,531 $ 18,159
========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 1,928 $ 4,746
Shareholder loans and accrued expenses 11,348 8,708
---------- -----------
Total Current Liabilities 13,276 13,454
---------- -----------
STOCKHOLDERS' EQUITY/(DEFICIT):
Preferred stock; 50,000,000 shares authorized;
$.001 par value;
296,300 shares issued and outstanding at
June 30, 2003 and December 31, 2002 296 296
Capital stock, $.001 par value;
50,000,000 shares authorized;
6,414,149 shares issued and outstanding at
June 30, 2003 and December 31, 2002 6,414 6,414
Additional paid-in capital 1,880,503 1,868,503
Deficit accumulated during the development stage(1,891,420) (1,860,676)
Accumulated other comprehensive income (loss) (5,538) (9,832)
---------- -----------
Total Stockholders' Equity/(Deficit) (9,745) 4,705
---------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)$ 3,531 $ 18,159
========== ===========
The accompanying notes are an integral part of these financial statements.
F-2
POWER SAVE INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Six Months Six Months Three Months Three Months Inception
Ended Ended Ended Ended Through
June 30, June 30, June 30, June 30, June 30,
2003 2002 2003 2002 2003
----------- ------------- ------------- ------------ -------------
Unaudited Unaudited Unaudited Unaudited Unaudited
<s> <c> <c> <c> <c> <c>
REVENUES $ - $ - $ - $ - $ 591,656
COST OF SALES - - - - 352,207
--------- ----------- ------------ ----------- ------------
Gross margin - - - - 239,449
--------- ----------- ------------ ----------- ------------
EXPENSES:
Research and
development costs - - - - 119,554
Depreciation
and amortization 500 250 250 125 550,260
Reserve against product
rights - - - - 244,000
General and
administrative expenses 25,417 26,859 10,838 16,856 946,726
--------- ----------- ------------ ----------- ------------
TOTAL OPERATING EXPENSES 25,917 27,109 11,088 16,981 1,860,540
--------- ----------- ------------ ----------- ------------
Net (loss) before
other items (25,917) (27,109) (11,088) (16,981) (1,621,091)
--------- ----------- ------------ ----------- ------------
OTHER INCOME (EXPENSE)
Nonrefundable option
income - - - - 23,000
Gain/(loss) on sale
of marketable
securities (4,335) - (3,926) - 172,703
Write-down of
marketable securities - - - - (364,326)
Interest expense (500) (704) (270) (353) (114,684)
Dividend and interest
income 8 427 2 174 12,978
--------- ----------- ------------ ----------- ------------
TOTAL OTHER INCOME (LOSS) (4,827) (277) (4,194) (179) (270,329)
--------- ----------- ------------ ----------- ------------
NET (LOSS) BEFORE INCOME
TAXES (30,744) (27,386) (15,282) (17,160) (1,891,420)
PROVISIONS FOR INCOME TAXES - - - - -
--------- ----------- ------------ ----------- ------------
NET INCOME (LOSS) $(30,744) $ (27,386) $ (15,282) $ (17,160) $(1,891,420)
========= =========== ============= ============ =============
EARNINGS (LOSS) PER SHARE $ - $ - $ - $ -
========= =========== ============ ===========
WEIGHTED AVERAGE SHARES
OUTSTANDING 6,414,149 6,414,149 6,414,149 6,414,149
========== =========== ============ ===========
The accompanying notes are an integral part of these financial statements.
F-3
POWER SAVE INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Six Months Six Months Inception
Ended Ended Through
June 30, June 30, June 30,
2003 2002 2003
--------- --------- ----------
Unaudited Unaudited Unaudited
<s> <c> <c> <c>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (30,744) $ (27,386) $(1,891,420)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 500 250 550,260
Common stock issued for lease - - 225,000
Gain on sale of securities 4,335 - (172,703)
Write down of marketable securities - - 364,326
Contributed interest - - 70,018
Contributed rent and officer compensation 12,000 12,000 122,000
Reserve against assets and liabilities - - 244,000
Changes in assets and liabilities:
(Increase) in prepaid expenses - - -
(Increase) in accounts receivable - - -
Increase in accounts payable (2,818) (2,239) 1,928
Increase in accrued interest 500 - 41,590
Increase (decrease) in advances from shareholder 2,140 (11,312) (30,241)
--------- ---------- ----------
Net cash used in operating activities (14,087) (28,687) (475,242)
--------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of marketable securities - (13,099) (20,056)
Product rights, development costs and intangibles - - (244,000)
Increase in organization costs - - (36,408)
Proceeds from sale of marketable securities 11,175 - 415,259
Acquisition of fixed assets - - (15,478)
--------- ---------- ----------
Net cash used in investing activities 11,175 (13,099) 99,317
--------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net - - 366,050
Contributed capital - - 11,544
--------- ---------- ----------
Net cash provided by financing activities - - 377,594
--------- ---------- ----------
Net Increase (decrease) in Cash (2,912) (41,786) 1,669
CASH AT BEGINNING PERIOD 4,581 68,532 -
--------- ---------- ----------
CASH AT END OF PERIOD $ 1,669 $ 26,746 $ 1,669
========= ========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
Stock issued in exchange for goods and services
and marketable securities $ - $ - $ 601,002
========= ========== ==========
Stock issued in exchange for license fee $ - $ - $ 500,000
========= ========== ==========
Cash paid for interest $ - $ - $ -
========= ========== ==========
Cash paid for income taxes $ - $ - $ -
========= ========== ==========
The accompanying notes are an integral part of these financial statements.
F-4
POWER SAVE INTERNATIONAL, INC.
NOTES TO UNAUDITED INTERIM
CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2003
NOTE 1 - BASIS OF PRESENTATION
The interim financial statements at June 30, 2003 and for the six and three
month periods ended June 30, 2003 and 2002 are unaudited, but include all
adjustments which the Company considers necessary for a fair presentation.
The accompanying unaudited financial statements are for the interim periods
and do not include all disclosures normally provided in annual financial
statements, and should be read in conjunction with the Company's Form 10-KSB
for the year ended December 31, 2002. The accompanying unaudited interim
financial statements for the six and three month periods ended June 30, 2003
and 2002, are not necessarily indicative of the results which can be expected
for the entire year.
The preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.