PSFT Powersafe Technology Corp New (CE)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Quarterly Report on Form 10-Q. We and our representatives may, from time to time, make written or verbal forward-looking statements, including statements contained in this Quarterly Report on Form 10-Q, in our other filings with the Securities and Exchange Commission, and in our reports to our shareholders. Generally, the inclusion of the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” and similar expressions or the converse thereof, identify statements that constitute “forward-looking statements.”

These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially from such statements as a result of a number of risks and uncertainties including, without limitation: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitably, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, and (d) whether we are able to successfully fulfill our primary requirements for cash.

Overview

We were incorporated in Delaware on February 5, 2007. We are a development stage company. We have not generated any revenues to date and, until the occurrence of the transactions described below, our operations have been limited to organizational, start-up, and fund raising activities. We currently have no employees other than Jack N. Mayer, our sole officer, and our two Directors.

At the time of our incorporation, we intended to engage in the manufacture and distribution of a multiple outlet power box. We own the technology and patent for a new and improved multiple outlet power box.

However, the company was having difficulties in developing the prototype and effectuating a business of the outlet power box. On March 31, 2008, all the shareholders of Powersafe executed stock purchase agreements (the “Stock Purchase Agreements”) providing for, among other things, the sale of all of our issued and outstanding stock. The purchase price for the stock, 95% of which was acquired by a group of unaffiliated investors, and 5% of which was given to persons who assisted in the transaction, was $625,000. Mr. Jack N. Mayer, the chief executive and accounting officer of the company, and his wife, acquired approximately 27.2% of the issued and outstanding shares of Powersafe in the transaction.

On March 31, 2008, we executed an agreement (the “Merger Agreement”) with Amplification Technologies, Inc. (“ATI”) providing, among other things, for the merger of our wholly owned subsidiary, with and into ATI, with ATI surviving as our wholly owned subsidiary.

ATI is a privately held Delaware corporation formed in May 2002, whose scientists have invented an extremely sensitive photodetector technology. We believe that this technology has significant performance and cost advantages over traditional technology and is positioned as a next generation solid state technology for low level light detection. ATI’s platform semiconductor technology, which allows amplification of weak signals with very low noise, has been patented to encompass detection of signals other than light, and thus could in principle be used to create biological, radiological, electrical, and chemical sensors. Mr. Mayer is the controlling stockholder of ATI.

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In connection with the transactions described above, approximately $1,360,000 was contributed as capital to Powersafe by the new shareholders. Powersafe used approximately $1,310,227 to purchase non-convertible Series C Preferred Stock issued by ATI and approximately $730,000 of such proceeds were used by ATI to redeem non-convertible preferred stock of ATI held by Mr. Mayer and a member of his family. The Series C Preferred shares have a 2% monthly pay in kind dividend, restrictive covenants including a prohibition on funded debt and the issuance of securities which are senior or pari passu to the Series C Preferred, are redeemable by ATI on February 14, 2009, and are slated to be retired as part of the merger between Powersafe and ATI described below.

Upon consummation of the transactions contemplated by the Merger Agreement, it was anticipated that based on ATI’s capitalization at the time the merger agreement was entered into, approximately 10,500,000 shares of common stock (post reverse stock split) would be issued to the shareholders of ATI, and reserved for issuance upon exercise of options and conversion of outstanding convertible preferred shares of ATI, and the shareholders of ATI would transfer to us all of the issued and outstanding share capital of ATI. ATI needs additional capital as of the date hereof which will result in the issuance of additional securities of the Company beyond those contemplated in the previous sentence. We are working on consummating the transaction with ATI in the next several weeks. (See Note 8 of the Notes to Financial Statements included elsewhere in this Quarterly Report).

The foregoing descriptions of the Merger Agreement and the Stock Purchase Agreements do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement and the Stock Purchase Agreements, which were attached as Exhibits 10.2 and 10.3, respectively, to our Current Report on Form 8-K filed on April 4, 2008, and are incorporated herein by reference.

As disclosed in said Current Report, ATI was awarded Phase II of an SBIR grant by NASA the critical objective of which was demonstrating that ATI’s technology can be implemented on InGaAs, not only on silicon.

ATI has completed its work on Phase II and has developed the first high gain solid state photomultipliers operating in the Near Infrared (NIR) wavelength range of 1000 to 1700 nm. ATI completed the design, development, and prototype manufacturing of these devices based on its patented, proprietary Discrete Amplification (DA) technology. The demonstrated device performance far exceeds that of any available solid state photodetectors in the NIR wavelength range. The measured devices have gain of over 200,000x and other desirable operating characteristics.

The management of ATI believes the devices to be of very high interest to researchers in a broad range of commercial and defense related fields including, night vision, spectroscopy, instrumentation, aerospace, optical communication and astronomy.

On October 2, 2008, the Company implemented a reverse stock split of its shares of common stock on the basis of one (1) post-consolidated share for each three (3) pre-consolidated shares.

Plan of Operations

During the next twelve months, we will focus on the consummation of the transactions contemplated by the Merger Agreement, the development of ATI’s photodetector technology and

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marketing products that incorporate that technology. We estimate that within the next 12 months we will need to raise no less than approximately $4,000,000 in order to effectuate our business plan.

Going Concern Consideration

We are a development stage company and have not commenced planned principal operations. We had no revenues and incurred net losses of $41,757 for the three months ended September 30, 2008 and net losses of $118,925 for the nine month-period ended September 30, 2008. We have incurred a cumulative net loss of $165,697 for the period from inception (February 5, 2007) through September 30, 2008. The increase was primarily a result of an increase in professional fees and public relations expenses. These factors raise substantial doubt about our ability to continue as a going concern.

Our registered independent auditors have issued an opinion on our financial statements for the period ended December 31, 2007, which includes a statement describing our going concern status. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin selling our products. Accordingly, we must raise capital from sources other than the actual sale of our products in order to implement our plan of operations and stay in business.

Liquidity and Capital Resources

As of September 30, 2008, we had no cash in bank and $11,844 in an escrow account, as compared to cash and cash equivalents in the amount of $3,405 on December 31, 2007. We estimate that we need no less than approximately $4,000,000 to fund our expenses over the next twelve months. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements, or understandings with any person to obtain funds through bank loans, lines of credit or any other source. Since we have no such arrangements or plans currently in effect, our inability to raise funds for the above purposes will have a severe negative impact on our ability to remain a viable company.

Material Changes in Financial Condition

Total assets increased from $14,940 as of December 31, 2007 to $1,326,657 as of September 30, 2008. The increase resulted primarily from the contribution to capital of approximately $1,360,000 by unaffiliated investors, in connection with Merger Agreement with ATI. Of this amount, approximately $1,310,227 was used to purchase ATI’s non-convertible Series C Preferred Stock.

Material Changes in Results of Operations

Our total expenses and losses from operations for the three and nine-month periods ended September 30, 2008, and 2007, were $41,774 and $41,757, as compared to $31,534 and $31,534, respectively. For the period from inception (February 5, 2007) through September 30, 2008, the loss was $165,791. The increases resulted primarily from increases in professional fees and public relations expenses incurred in connection with the proposed merger with ATI.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Smaller reporting companies are not required to provide the information required by Item 305.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our principal executive officer and principal financial officer has reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q and has concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II
OTHER INFORMATION

Item 1. Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 1A.	Risk Factors

Smaller reporting companies are not required to provide the information required by Item.

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

Unregistered Sales of Equity Securities

None

Purchases of equity securities by the issuer and affiliated purchasers

None.

Use of Proceeds

None

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Item 3. Defaults Upon Senior Securities.

None

Item 4. Submission of Matters to a Vote of Security Holders.

A special meeting of the stockholders of the Company was held on September 18, 2008, for the following purposes: (1) to grant discretionary authority to our Board of Directors to implement a reverse stock split of our common stock, on the basis of up to five pre-consolidation shares for each one post-consolidation share, to occur at some time within twelve months of the date of the meeting with the exact time of the stock split to be determined by the Board of Directors; (2) to grant discretionary authority to our Board of Directors to implement a forward stock split of our common stock, on the basis of one pre-split share for up to two post-split shares, to occur at some time within twelve months of the date of the meeting with the exact time of the stock split to be determined by the Board of Directors; and (3) to approve an amendment to the Articles of Incorporation of Powersafe Technology Corp. to authorize a class of blank check preferred stock, consisting of 5,000,000 authorized shares, which may be issued in one or more series, with such rights, preferences, privileges and restrictions as shall be fixed by our Board of Directors.

Item 5. Other Information.

None

Item 6. Exhibits

Exhibit No.		Description
31.1		Rule 13a-14(a)/15d-14(a) Certifications of Jack N. Mayer, the President, Chief Executive Officer, Treasurer and Director (attached hereto)
32.1		Section 1350 Certifications of Jack N. Mayer, the President, Chief Executive Officer, Treasurer and Director (attached hereto)

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SIGNATURES

In accordance with to requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		POWERSAFE TECHNOLOGY CORP.
Dated: November 25, 2008		By:	/s/Jack N. Mayer
		Name:	Jack N. Mayer
		Title:	President, Chief Executive Officer,
			Treasurer and Director
			(Principal Executive, Financial and
			Accounting Officer)

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