UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 10-Q

   X  . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2011

       . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number 333-141406

 

POWRTEC INTERNATIONAL CORP.

 (Exact name of registrant as specified in its charter)

 

Delaware		20-5478196
(State of incorporation)		(I.R.S. Employer Identification No.)

 

1669 Hollenbeck Avenue, Suite 142

Sunnyvale, CA 94087

(Address of principal executive offices)

 

(408) 374-1900

(Registrant’s telephone number)

with a copy to:

Carrillo, Huettel & Zouvas, LLP

3033 Fifth Ave. Suite 400

San Diego, CA 92103

Telephone (619) 546-6100

Facsimile (619) 546-6060

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   X  . No      .

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

(Not required) Yes      . No      .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

Yes      . No   X  .

As of May 13, 2011, there were 100,358,540 shares of the registrant’s $0.001 par value common stock issued and outstanding.

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POWRTEC INTERNATIONAL CORP.*

TABLE OF CONTENTS

		Page
PART I.                 FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to the Condensed Consolidated Financial Statements	6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 4.	CONTROLS AND PROCEDURES	15
PART II.               OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	16
ITEM 1A.	RISK FACTORS	16
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	16
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	16
ITEM 4.	[REMOVED AND RESERVED]	16
ITEM 5.	OTHER INFORMATION	16
ITEM 6.	EXHIBITS	17

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of POWRtec International Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "POWT" refers to POWRtec International Corp.

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PART I - FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS

POWRTEC INTERNATIONAL CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

		March 31, 2010		December 31, 2010
Assets
Current assets:
Cash and cash equivalents	$	5,439	$	2,272
Prepaid expenses and other current assets		22,615		23,290
Total current assets		28,054		25,562
Property and equipment, net		—		—
Deposits and other non-current assets		13,255		13,255
Total assets	$	41,309	$	38,817
Liabilities and Stockholders’ Deficiency
Current liabilities:
Accounts payable	$	605,270	$	585,270
Accrued payroll		1,701,598		1,644,198
Accrued liabilities		106,908		120.502
Accrued interest		14,222		—
Customer deposits		122,740		122,740
Warranty reserve		55,000		55,000
Notes payable-related party		83,917		84,120
Notes payable, net		125,051		89,712
Total current liabilities		2,814,706		2,701,542
Stockholders’ deficiency:
Preferred stock, $0.001 par value 5,000,000 shares authorized 0  shares issued and outstanding		—		—
Common stock, $0.001 par value 300,000,000 shares authorized 100,162,540 shares issued and outstanding at March 31, 2011 and December 31, 2010		100,163		100,163
Additional paid-in capital		4,855,234		4,841,369
Accumulated deficit		(7,728,794)		(7,604,257)
Total stockholders’ deficiency		(2,773,397)		(2,662,725)
Total liabilities and stockholders’ deficiency	$	41,309	$	38,817

See accompanying notes to condensed consolidated financial statements

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POWRTEC INTERNATIONAL CORP.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

		QUARTER ENDED MARCH 31,
		2011		2010
REVENUE	$	-	$	-
COST OF GOODS SOLD		-		-
GROSS PROFIT		-		-
OPERATING EXPENSES:
Selling and marketing		-		356
Research and development		4,621		45,387
General and administrative		108,979		170,369
TOTAL OPERATING EXPENSES		113,600		216,112
OPERATING LOSS		(113,600)		(216,112)
Interest expense		10,937		-
NET LOSS	$	(124,537)	$	(216,112)
Basic and diluted loss per share of common stock	$	(0.00)	$	(0.00)
Weighted average number of common shares		100,162,540		98.000,000
outstanding used in basic and diluted loss per share

See accompanying notes to condensed consolidated financial statements

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POWRTEC INTERNATIONAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		Quarter Ended March 31,
		2011		2010
Operating activities:
Net loss	$	(124,357)	$	(216,113)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		—		3,797
Stock based compensation expense		13,864		13,864
Amortization of discount on notes payable		5,438		—
Changes in operating assets and liabilities
Prepaid expenses and other current assets		675		(26,138)
Accounts payable		20,000		64,760
Accrued liabilities		(4,892)		28,749
Accrued payroll		57,400		96,545
Accrued interest		5,522		—
Net cash used in operating activities		(26,530)		(34,536)
Financing activities:
Proceeds from issuance of notes payable		35,000		—
Issuance costs of notes payable		(5,100)		—
Proceeds (payments) stockholder loans		(203)		34,500
Net cash provided by financing activities		29,697		34,500
Net increase (decrease) in cash and cash equivalents		3,167		(36)
Cash and cash equivalents—beginning of period		2,272		622
Cash and cash equivalents—end of period	$	5,439	$	658
Supplemental Disclosures of Cash Flow Information:
Cash paid for taxes	$	800	$	800

See accompanying notes to condensed consolidated financial statements

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POWRTEC INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

1. OVERVIEW

Basis of Presentation.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. The  consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2011 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2011 are not necessarily indicative of the operating results for the full fiscal year or any future period. These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. The Company’s accounting policies are described in the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2010, filed on April 19, 2011, and updated, as necessary, in this Quarterly Report on Form 10-Q.

Business description

Corporate History

We were incorporated on April 19, 2006 under the name School4Chauffeurs, Inc. ("SFCF") in the State of Delaware. We had been in the process of establishing ourselves as a specialty educational vocational skill service for the limousine and driver industry.  We had intended to provide driver training to all entry-level employees as well as to employees of small to medium sized limousine companies.

On April 16, 2010, the Company filed an Information Statement Pursuant to Section 14(F) of the Securities Exchange Act Of 1934 and Rule 14f-1 thereunder announcing that Grant Jasmin (“Mr. Jasmin”) acquired the majority of the issued and outstanding common stock of the Company from Jeffrey E. Jones (“Mr. Jones”) per the terms of a common stock purchase agreement between Mr. Jasmin and Mr. Jones. Pursuant to the terms of the Purchase Agreement, Mr. Jasmin acquired control of 1,700,000 shares of SFCF’s issued and outstanding common stock representing approximately 70% of the total shares issued and outstanding.

On May 14, 2010, SFCF, POWRtec Corporation, a Delaware corporation (“POWRtec”) and the shareholders of POWRtec (the “POWRtec Shareholders”) closed a transaction pursuant to that certain Share Exchange Agreement (the “Share Exchange Agreement”), whereby SFCF acquired approximately 100% of the outstanding shares of common stock of POWRtec (the “POWRtec Stock”) from the POWRtec Shareholders.  In exchange for the POWRtec Stock, SFCF issued 1,750,001 shares of its common stock. As a result of closing the transaction the POWRtec Shareholders now hold approximately 70% of our issued and outstanding common stock.  

On May 20, 2010, we filed an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State. As a result of the Amended and Restated Certificate of Incorporation, SFCF: (i) changed its name to “POWRtec International Corp.;” and, (ii) increased the aggregate number of authorized shares to 305,000,000 shares, consisting of  300,000,000 shares of Common Stock, par value $0.001 per share and 5,000,000 shares of preferred stock, par value $0.001 per share.  

In addition to the name change, the Company's Board of Directors approved a forward split of the issued and outstanding common shares, whereby every one old share of common stock was exchanged for 40 new shares of the Company's common stock. As a result, the issued and outstanding shares of common stock will increase from 2,500,001 prior to the forward split to 100,000,040 following the forward split.

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Going concern

The Company requires additional funds to continue operations. As reflected in the accompanying financial statements, the Company has a net loss since inception of approximately $7.7 million and has used cash in operations of approximately $3.1 million since inception. As of March 31, 2011, current liabilities exceeded current assets by approximately $2,787,000 and total liabilities exceeded total assets by approximately $2,773,000. These factors, among others raises substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement a business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Because the Company has net losses since inception and does not expect to be profitable until 2012 or later, it will most likely be required to raise these additional funds through convertible debt, debt or equity financings or by selling its assets.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. However, this additional financing may not be available on a timely basis or on terms acceptable to it, or at all. The Company’s ability to obtain such financing may be impaired by the current economic conditions and the lack of liquidity in the credit markets. If the Company is unable to secure additional funding, it may have to discontinue operations; delay additional development or commercialization of its meters; license to third parties the rights to commercialize products or technologies that it would otherwise seek to commercialize; reduce marketing, customer support, or other resources devoted to its system: or any combination of these activities. Any of these results would materially harm the Company’s business, financial condition, and results of operations, and there can be no assurance that any of these results will result in cash flows that will be sufficient to fund its current or future operating needs. The Company may also need to seek protection under the U.S. Bankruptcy Code or otherwise liquidate its assets, which may result in the failure of the Company’s stockholders to receive value for their ownership of its stock.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates.

 

The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include valuing equity securities and derivative financial instruments issued in financing transactions and share based payment arrangements, determining the fair value common stock prior to the completion of the merger, the collectability of accounts receivable and deferred taxes and related valuation allowances. Certain of our estimates, including evaluating the collectability of accounts receivable, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. We re-evaluate all of our accounting estimates at least quarterly based on these conditions and record adjustments when necessary.

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Fair values of financial instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.The Company’s financial instruments consist principally of cash, accounts payable, and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Stock-based compensation

We account for share-based compensation plans in accordance to the provisions of ASC 718, "Stock Compensation" (formerly referred to as SFAS No. 123(R)). We estimate the fair value of each option award on the date of grant using the Black-Scholes option-pricing model, using the assumptions noted in the table below. Expected volatility was based on the historical volatility of a peer group of publicly traded companies. The expected term of options was based upon the simplified method provided by the SEC in Staff Accounting Bulletin No, 107, “Share-Based

Payments”, and (“SAB 107”). The risk-free rate for the expected term of the option is based on the U.S. Treasury Constant Maturity rate.That cost is recognized over the period during which an employee is required to provide service in exchange for the award, the requisite service period. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The grant date fair value of employee share options and similar instruments is estimated using the Black-Scholes model adjusted for the unique characteristics of those instruments.

The Company from time to time issues common stock, stock options or common stock warrants to acquire services or goods from non-employees. Common stock, stock options and common stock warrants issued to other than employees or directors are recorded on the basis of their fair value, which is measured as of the “valuation date” the stock options or common stock warrants are fair valued using the Black-Scholes model on the basis of the market price of the underlying common stock on the “valuation date”, which for options and warrants related to contracts that have substantial disincentives to non-performance is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period. Where expense must be recognized prior to a valuation date, the expense is computed under the Black-Scholes option-pricing model on the basis of the market price of the underlying common stock at the end of the period, and any subsequent changes in the market price of the underlying common stock through the valuation date is reflected in the expense recorded in the subsequent period in which that change occurs.

Recent accounting pronouncements

From time to time new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting.  The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

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3. CUSTOMER DEPOSITS

In October 2006, the Company and Dong Energy (“Dong”) signed the revised Supplement to Framework, valid for eighteen months for the Company to sell a maximum 206,000 meters to Dong. As part of this agreement, Dong paid a $600,000 deposit which is recorded as revenue of $3.00 per unit upon shipment.  As of March 31, 2011 and December 31, 2010, customer deposits were $122,740. There are approximately 40,000 units remaining to be shipped under this deposit arrangement.

4. LOSS PER SHARE

The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and warrants using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. Loss per share is as follows (in thousands, except per share data).

		Year Ended
		March 31 2011		March 31, 2010
Basic and Diluted
Net loss allocable to common stockholders	$	(114)		(216)
Basic and diluted loss per share allocable to common stockholders	$	(0.00)		(0.00)
Weighted average shares used to compute basic and diluted loss per share allocable to common stockholders		100,163		98,000

Outstanding common stock equivalents that are excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive, were approximately 8.0 million shares for the 3 month periods ended  March 31, 2011 and 2010, respectively

5. NOTES PAYABLE – RELATED PARTIES

In 2004, the Company entered into a series of unsecured noninterest bearing promissory notes with an officer for which $3,000 of this note is still outstanding. Since 2006 this officer has loaned the company an additional $13,000 in 2006, $14,000 in 2008, $1,000 in 2009, and approximately $53,000 in 2010.  There was a remaining note payable balance of approximately $84,000 for these related party notes to this officer as of March 31, 2011 and December 31, 2010, respectively.  The officer has not made a formal demand for repayment of these notes payable.

6. NOTES PAYABLE

On July 1, 2010, the Company issued a drawdown convertible promissory note (“the drawdown note”) to an investor, in the principal amount of $50,000, at an interest rate of eight percent (8%) per annum, with advances available under the drawdown note in amounts of $25,000. The drawdown note can be prepaid upon five days notice, is payable on the one year anniversary of the note on July 1, 2011, and all or a portion of the principal and interest is convertible upon demand into fully paid and non-assessable shares of the Company’s common stock at 75% of the average closing price of the Company’s common stock during the thirty days immediately preceding the conversion date. The Company requested $50,000 and received proceeds in the amount of $25,000 from the drawdown note on July 7, 2010 and additional proceeds of $25,000 on August 25, 2010. The conversion option was recorded as a discount on notes payable of $17,381 was valued using the Black- Scholes Method using a risk free rate of .053%, volatility rate of 21.05%, and a forfeiture rate of 0%.and expensed over the one  year life of the of the drawdown note.  Interest expense of $5,070 and $7,243 was recorded in 2011 and 2010 related to this conversion option. Interest payable was  $2,694 and  $1,683 as of March 31, 2011 and December 31, 2010, respectively, related to the eight percent (8%) per annum payable under the drawdown note.

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On July 9, 2010, the Company issued a subordinated promissory note (“subordinated note”) to an investor, in the principal amount of $25,000, at an interest rate of sixty percent (60%) per annum. The subordinated note is payable on the January 20, 2011 and is subordinate to all present and future borrowings of the Company, and includes additional consideration in the amount of 12,500 unregistered common shares. In the event the Company fails to repay principal and interest on or before January 9, 2011, the Company will issue shares of its unregistered common stock at the rate of $0.50 per share up to 65,000 shares if no cash payments have been made by January 9, 2011. The Company received proceeds in the amount of $25,000 from the subordinated note on July 9, 2010.  The conversion option was recorded as a discount on notes payable of $255 and was valued using the Black- Scholes Method using a risk free rate of .062%, volatility rate of 21.05%, and a forfeiture rate of 0%.and expensed over the half year life of the of the drawdown note.  Interest expense of approximately $100 was recorded in 2011 and 2010  related to this conversion option. Interest payable of  $10, 833 and $7,041 was accrued as of March 31, 2011 and December 31, 2010 related to the sixty percent (60%) per annum payable under the subordinated note.  The 12,500 additional shares issued as additional consideration were valued at $5,249 using the Black- Scholes Method using a risk free rate of .062%, volatility rate of 21.05%, and a forfeiture rate of 0%. On January 9, 2011, the Company entered into an Agreement to Extend Term of Promissory Note (the “First Extension”) with the Management AB to extend the terms of that certain Promissory Note entered into between the Company and the Management AB dated July 9, 2010 (the “Note”). The First Extension extends the due date of the Note from January 9, 2011 to April 9, 2011. Other than the foregoing, the terms and conditions of the Note remain the same.

On November 12, 2010, the Company issued an unsecured  promissory note (“unsecured note”) to an investor, in the principal amount of $25,000, at an interest rate of six percent (6%) per annum. The unsecured note is payable on the November 12, 2012 and is subordinate to all present and future borrowings of the Company. Interest payable of  $571  was accrued as of March 31, 2011 related to the six percent (6%) per annum payable under the unsecured note.  

On March 15, 2011, the Company entered into a Securities Purchase Agreement by and between the Company and Asher Enterprises, Inc., a Delaware corporation (“Asher”), for the issuance of an 8% convertible note in favor of Asher, in the aggregate principal amount of $35,000.00 (the “Convertible Note”). The convertible note  is convertible into shares of common stock, par value $0.001 per share, of the Company.The convertible note features two conversion rates (the “Conversion Rates”), as follows: i) a variable conversion rate based on the market price as of the date of the notice of conversion, and ii) a conversion rate based on the Company making a public announcement as further set forth in the Note. Both Conversion Rates are subject to the terms and conditions set forth in such Note. The Note is due and payable on or before December 17, 2011, and accrues interest at the rate of 8% per annum. The Company paid legal fees on behalf of Asher in the amount of $2,500 and a referral fee of $2,600 to an unrelated third party and recorded these fees as adiscount on notes payable in the amount of  $5,100. The Company recorded interest expense in the amount of $295 related to amortization of this discount in the quarter ended March 31, 2011. The Company recorded interest payable related to this note in the amount of approximately $100 as of March 31,2011.

7. INCOME TAXES

The Company recognizes deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to

reverse. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement and income tax purposes under enacted tax laws and rates.  Components of the Company’s deferred tax liabilities and assets are as follows:

Deferred tax assets:		March 31, 2011
Net operating loss carry forwards	$	6.,000,000
Compensation accruals		(1,710,000)
Valuation allowance		(4,290,000)
Net deferred tax asset	$	-

A valuation allowance for the deferred tax asset has been provided, as it is more likely that not that this asset will not be realized.

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8. STOCKHOLDERS’ DEFICIENCY

Common stock and warrants

The Company has reserved shares of common and preferred stock for issuance at March 31, 2011, and December 31, 2010, as follows:

	March 31,		December 31,
	2011		2010
Common stock	300,000,000		300,000,000
Preferred stock	5,000,000		5,000,000

On November 1, 2007, POWRtec had issued warrants to purchase 80,000 shares of its common stock to two members of its  Board of Directors at an exercise price of approximately $7.00 per share. The warrants were fully vested and exercisable upon issuance and expire five years from the date of warrant issuance. The stock price and exercise price were both $7 based on the $7 February 15, 2006 common share purchase price. The warrants were originally valued at  $153,481 using the Black- Scholes Method using a risk free rate of 4.25%, volatility rate of 21.05%, and a forfeiture rate of 0%.and expensed over the five year life of the warrant. Stock-based compensation of $ 30,696 were recorded in both 2010 and 2009 related to these warrants. Management intends to re-issue the above as warrants to purchase 3.2 million shares at $0.175 per share in POWRtec International Corporation and accordingly has recorded a remeasurement of fair value as general and administrative expense in the amount of approximately $539,000 as of December 31, 2010 using the Black Scholes method to reflect remeasurement at the weighted average share price of $0.3588 for stock sales during the first two months in 2011 following  the December 31,2010  remeasurement date as there was only limited trading in 2010. The remeasurement was done using a five year expected term, .42% interest rate and a 20.3 % volatility rate

Stock Based Compensation

Stock Option Plan

In 2004, the POWRtec Board of Directors adopted the 2004 Incentive Stock Plan (the " Prior Plan"), under which shares of common stock are reserved for issuance to employees, management and consultants of the Company.  The options under this plan were cancelled and new options were reissued pursuant to a new 2010 Powrtec 2010 (the “New Plan”) incentive stock plan. A total of 185,000 options under the prior plan were cancelled and 6,600,000 option were reissued under the new plan with 5.2 million options at an option price of $.175 per share and 1.4 million shares at .00025 per share to reflect the post merger split of shares of forty for  one. This resulted in a remeasurement event to reflect the weighted average share price of $0.3588 for stock sales during the first two months in 2011 following  the December 27,2010 reissuance of options. There was only limited trading in 2010.    

The remeasurement resulted in additional stock based compensation of $1,160,000 which was recorded as research and development expense of $709,000 and general and administrative expense of $451,000 in the fourth quarter of 2010. The remeasurement was done using a one year expected term, .032% interest rate and a 20.3 % volatility rate.

Activity with respect to outstanding stock options under the new plan was as follows:

		Shares				Weighted
		Available		Number of		Average
		For		Options		Exercise
In thousands of shares		Grant		Outstanding		Price
BALANCE – DECEMBER 31, 2010		8,400		6,600-	$	0.14
Granted		-		-		-
Exercised		-		-		-
Cancelled		-		-		-
BALANCE – MARCH 31, 2011		8,400		6,600	$	0.14
Options exercisable as of:
March 31, 2010		3,617		-		-
March 31, 2011		5,917		-		-

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During each of the quarters ended March  31, 2011 and 2010, the Company recorded $13,864 in stock-based compensation expense related to stock options and warrants granted to employees, directors and consultants.  For the each of  the quarters  ended March 31, 2011 and 2010, the Company recorded stock based compensation for stock options in the amounts of $1,568 as general and administrative expenses and $$4,622 as  research and development expense for the initial pre-conversion estimation of fair value based on the initial grant dates prior to conversion. An additional $ 451,000 and $ 709,000 was recorded for the year ended December 31, 2010  related to the aforementioned remeasurement of fair value for the issuance of replacement options as a result of  the share exchange transaction. No stock options have been granted in 2011.

9. RELATED PARTY TRANSACTIONS

See Note 8 for a description of the stock sale agreements entered into between the Company and certain officers, individuals, and customers.

See Notes 5 for a description of loans provided to the Company by certain officers of the Company.

Accounts payable as of March 31, 2011 and December 31, 2010 includes approximately $366,000 and $346,000 of accounts payable for the consulting services rendered by our Chief Financial Officer.

Accrued payroll as of March 31, 2011 and December 31, 2010 includes approximately $735,000 and $673,000 of accrued payroll liabilities to our Chief Executive Officer.

10. COMMITMENTS AND CONTINGENCIES

The Company was committed under the second extension of an operating lease for office space which expired at the end of February 2010 at a monthly rental of $10,494 plus certain operating costs. The Company rented this office space on a month to month basis at the same monthly rental rate of $10,494 plus certain operating costs and owes approximately $139,000 of back rent, legal, and court costs as of December 31, 2010 due to a judgment obtained by the former landlord for unpaid rent. We are currently using free generic executive office space on a month-to-month basis. The space is being provided to us by an unrelated business associate of our sole officer and director. It is our belief that the space is adequate for our immediate needs. Additional space may be required if we expand our operations. The Company had no rental expense in the quarter ended March 31, 2011 and  rental expense approximated $38,000 for the quarter ending March  31, 2010.

11. SUBSEQUENT EVENTS

On April 7, 2011, the Company entered into a Subscription Agreement with Laurag Associates S.A (“Laurag”), whereby Laurag purchased 196,000 shares of the Company’s common stock, par value $0.001, at a price of $0.25 per share, and in exchange, the Company received $49,000. The shares were issued in reliance on Section 4(2) of the Securities Act, on the basis that the securities were offered and sold in a non-public offering to an “accredited investor.”

 

On April 9, 2011, the Company entered into an Agreement to Extend Term of Promissory Note (the “Second Extension”) with the Management AB to extend the terms of that certain Promissory Note entered into between the Company and the Management AB dated July 9, 2010 (the “Note”). The Second Extension extends the due date of the Note from January 9, 2011 to October 9, 2011. Other than the foregoing, the terms and conditions of the Note remain the same.

On April 12, 2011, the Company executed an Unsecured Promissory Note (the “Note”) to Koryak Investments (“Koryak”).  Under the terms of the Note, the Company has borrowed a total of $25,000.00 from Koryak, which accrues interest at an annual rate of 8% and is due on or before November 12, 2011.  The Note also contains customary events of default.

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ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

RESULTS OF OPERATIONS

Working Capital

		March 31,		December 31,
		2011		2010
Current Assets	$	28,054	$	25,562
Current Liabilities	$	2,814,706	$	2,701,542
Working Capital (Deficit)	$	(2,786,652)	$	(2,675,980)

Cash Flows

		March 31, 2011		March 31, 2010
Cash Flows from (used in) Operating Activities	$	(26,530)	$	(34,536)
Cash Flows from (used in) Financing Activities	$	29,697	$	34,500
Net Increase (decrease) in Cash During Period	$	3,167	$	(36)

Operating Revenues

The company had no revenues in the quarterly periods ending March 31, 2011 and 2010 as our customer had not ordering any meters due to a slowing in meter deployment by our customer since late 2009.

Operating Expenses and Net Loss

Selling and Marketing

Selling and Marketing expense decreased approximately $400 or 100%, from approximately $400 during the quarter ended March 31, 2010, to approximately $-0- during the quarter ended March 31, 2011 as we did not sell any meters to customers during this either period. Selling and Marketing expenses consist of sales commissions. There were no sales commissions or sales related travel as there were no sales during either period.

Research and Development Costs

Research and development costs increased approximately $41,000, or 90%, from approximately $45,000 during the quarter ended March 31, 2010, to approximately $5,000 during the quarter ended March 31, 2011, due to the reduction in research and development staff from permanent employees to minimal  part time activities in the first quarter of 2011.

General and Administrative

General and Administrative expenses decreased approximately $61,000 or 36%, from approximately $170,000 during the quarter ended March 31, 2010, to approximately $110,000 during the quarter ended March 31, 2011, due to decreased expenses of approximately $38,000 for rent and a $24,000 reduction in expenses for legal, audit, and financial consulting services during the period

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Liquidity and Capital Resources

During the quarter ended March 31, 2011, net cash used in operating activities was approximately $27,000 primarily resulting from an operating loss of approximately $124,000 and partially offset by an increase in accounts payable and accrued liabilities and payroll of approximately $77,000, stock based compensation expense of approximately $14,000, and amortization of discounts on notes payable of approximately $5,400.

During the quarter ended March 31, 2010, net cash used in operating activities was approximately $35,000 primarily resulting from an operating loss of approximately $216,000, an increase in prepaids of approximately $26,000 partially offset by an increase of approximately accounts payable and accrued liabilities and payroll of approximately $189,000 and stock based compensation expense of approximately $14,000

During the quarter ended March 31, 2011, net cash provided by financing activities was approximately $30,000 primarily resulting from net proceeds from issuance of notes payable of approximately $30,000.

During the quarter ended March 31, 2010, net cash provided by financing activities was approximately $35,000 primarily resulting from proceeds from stockholder loans of approximately $35,000.  

Going Concern

The Company requires additional funds to continue operations. As reflected in the accompanying financial statements, the Company has a net loss since inception of approximately $7.7 million and has used cash in operations of approximately $3.1 million since inception. As of March 31, 2011, current liabilities exceeded current assets by approximately $2,787,000 and total liabilities exceeded total assets by approximately $2,773,000 These factors, among others raises substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement a business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Because the Company has net losses since inception and does not expect to be profitable until 2012 or later, it will most likely be required to raise these additional funds through convertible debt, debt or equity financings or by selling its assets.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. However, this additional financing may not be available on a timely basis or on terms acceptable to it, or at all. The Company’s ability to obtain such financing may be impaired by the current economic conditions and the lack of liquidity in the credit markets. If the Company is unable to secure additional funding, it may have to discontinue operations; delay additional development or commercialization of its meters; license to third parties the rights to commercialize products or technologies that it would otherwise seek to commercialize; reduce marketing, customer support, or other resources devoted to its system: or any combination of these activities. Any of these results would materially harm the Company’s business, financial condition, and results of operations, and there can be no assurance that any of these results will result in cash flows that will be sufficient to fund its current or future operating needs. The Company may also need to seek protection under the U.S. Bankruptcy Code or otherwise liquidate its assets, which may result in the failure of the Company’s stockholders to receive value for their ownership of its stock.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

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Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. 

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").

Based on this evaluation, our principal executive and principal financial and accounting officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of March 31, 2011.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company is not required by current SEC rules to include, and does not include, an auditor’s attestation report. The Company’s registered public accounting firm has not attested to Management’s reports on the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. 

LEGAL PROCEEDINGS

On November 5, 2010, 747 Camden, LLC ("Plaintiff") filed an unlawful detainer complaint in the Superior Court of California - County of Santa Clara against the Company, seeking to recover possession of our corporate office as well as past due rent in the amount of $126,189.11, reasonable attorney fees, forfeiture of the lease agreement, prejudgment interest and damages of $420.06 for each day that the Company remained in possession from November 1, 2010 through entry of judgment. Judgment has been entered in favor of Plaintiff for $139,000.

Other than the foregoing, we know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A.

RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On January 9, 2011, the Company entered into an Agreement to Extend Term of Promissory Note (the “First Extension”) with the Management AB to extend the terms of that certain Promissory Note entered into between the Company and the Management AB dated July 9, 2010 (the “Note”). The First Extension extends the due date of the Note from January 9, 2011 to April 9, 2011. Other than the foregoing, the terms and conditions of the Note remain the same. The Company made the offer and sale in reliance on the exemption from registration afforded by Section 4(2) to the Securities Act of 1933, as amended, on the basis that the securities were offered and sold in a non-public offering to a “sophisticated investor” who had access to registration-type information about the Company. No commission was paid in connection with the sale of the Note.

On April 9, 2011, the Company entered into an Agreement to Extend Term of Promissory Note (the “Second Extension”) with the Management AB to extend the terms of that certain Promissory Note entered into between the Company and the Management AB dated July 9, 2010 (the “Note”). The Second Extension extends the due date of the Note from January 9, 2011 to October 9, 2011. Other than the foregoing, the terms and conditions of the Note remain the same. The Company made the offer and sale in reliance on the exemption from registration afforded by Section 4(2) to the Securities Act of 1933, as amended, on the basis that the securities were offered and sold in a non-public offering to a “sophisticated investor” who had access to registration-type information about the Company. No commission was paid in connection with the sale of the Note.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  

[REMOVED AND RESERVED]

ITEM 5.

OTHER INFORMATION

On December 1, 2010, the Company entered into an Advisory Board Agreement (the “Sagdin Advisory Agreement”) with Anders Sagadin (“Sagadin”). The Sagadin Advisory Agreement provides that Sagadin shall become a member of the Company’s Nordic Advisory Board for an initial term of one year, with automatic one-year renewal periods, in exchange for an aggregate issuance of 250,000 restricted shares of the Company’s common stock, issuable in 6 month intervals starting at the 6 month anniversary of the execution of the Sagadin Advisory Agreement.

On December 1, 2010, the Company entered into an Advisory Board Agreement (the “Rudlang Advisory Agreement”) with Anders Rudlang (“Rudlang”). The Rudlang Advisory Agreement provides that Rudlang shall become a member of the Company’s Nordic Advisory Board for an initial term of one year, with automatic one-year renewal periods, in exchange for an aggregate issuance of 250,000 restricted shares of the Company’s common stock, issuable in 6 month intervals starting at the 6 month anniversary of the execution of the Rudlang Advisory Agreement.

On April 12, 2011, the Company executed an Unsecured Promissory Note (the “Note”) to Koryak Investments (“Koryak”).  Under the terms of the Note, the Company has borrowed a total of $25,000.00 from Koryak, which accrues interest at an annual rate of 8% and is due on or before November 12, 2011.  The Note also contains customary events of default.  

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ITEM 6.

EXHIBITS

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

POWRTEC INTERNATIONAL CORP.

Dated:  May 13, 2011

/s/ Grant Jasmin

By: Grant Jasmin

Its: President & Chief Executive Officer

Dated:  May 13, 2011

/s/ Len Wood

By: Len Wood

Its:  Chief Financial Officer & Principal Accounting Officer

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Dated:  May 13, 2011

/s/ Grant Jasmin

By:  Grant Jasmin

Its:  Director

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