UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 10-Q

~~________________~~ X .

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

For the quarterly period ended ~~June~~ September 30, 2014

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

~~For~~TRANSITION ~~the~~REPORT ~~transition~~UNDER ~~period~~SECTION ~~from~~13 ~~______~~OR to15(d) ~~_______~~OF THE EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 000-53299

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)

~~Sunnyvale~~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), CAand ~~94087~~(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 (~~Address~~§232.405 of ~~principal~~this ~~executive~~chapter) ~~offices~~during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes . No X .

(408) 374-1900

(Registrant’s telephone number)

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.

X . Yes . 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). . Yes X . 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~~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 .

~~Accelerated~~As ~~Filer~~ of November 10, 2014, there were 102,780,377 shares of the registrant’s $0.001 par value common stock issued and outstanding.

Non-Accelerated Filer

Smaller Reporting Company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). . Yes X . No

As of August 11, 2014, there were 102,780,377 shares of the registrant’s $0.001 par value common stock issued and outstanding.

POWRTEC INTERNATIONAL CORP.

TABLE OF CONTENTS		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	CONSOLIDATED FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	14
ITEM 4.	CONTROLS AND PROCEDURES	14
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	15
ITEM 1A.	RISK FACTORS	15
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	15
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	15
ITEM 4.	MINE SAFETY DISCLOSURES	15
ITEM 5.	OTHER INFORMATION	15
ITEM 6.	EXHIBITS	16

TABLE OF CONTENTS


		Page

PART I.	FINANCIAL INFORMATION	3

ITEM 1.	CONSOLIDATED FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	14
ITEM 4.	CONTROLS AND PROCEDURES	15

PART II.	OTHER INFORMATION	15

ITEM 1.	LEGAL PROCEEDINGS	15
ITEM 1A.	RISK FACTORS	15
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	15
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	16
ITEM 4.	MINE SAFETY DISCLOSURES	16
ITEM 5.	OTHER INFORMATION	16
ITEM 6.	EXHIBITS	16

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.

PART I - —FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

~~CONSOLIDATED~~POWRtec ~~FINANCIAL~~International ~~STATEMENTS~~Corp.

~~POWRtec~~September ~~International~~30, ~~Corp.~~2014

~~June 30, 2014~~Index

Index


			Page

Consolidated Balance Sheets			4

Consolidated Statements of Operations			5

Consolidated Statements of Cash Flows			6

Notes to the Consolidated Financial Statements			7

~~Consolidated Balance Sheets~~3

4POWRTEC INTERNATIONAL CORP.

~~Consolidated~~CONSOLIDATED ~~Statements~~BALANCE ~~of Operations~~SHEETS

5(Unaudited)

Consolidated Statements of Cash Flows


	September 30, 2014		December 31, 2013

Assets
Current assets:
Cash	$	1,407	$	5

Total current assets and total assets	$	1,407	$	5

Liabilities and stockholders' deficiency
Current liabilities:
Bank overdraft	$	−	$	99
Accounts payable		582,361		593,271
Payable to related parties		1,699,694		1,447,209
Accrued liabilities		1,084,207		1,116,488
Deferred revenue		147,987		147,987
Accrued interest		107,935		86,074
Notes payable
Term notes		25,000		25,000
Convertible notes		182,580		182,580

Total current liabilities and total liabilities		3,829,764		3,598,708

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; 102,780,377 shares issued and outstanding at September 30, 2014 and December 31, 2013.		102,780		102,780
Additional paid-in capital		5,146,755		5,138,778
Accumulated deficit		(9,077,892)		(8,840,261)

Total stockholders' deficiency		(3,828,357)		(3,598,703)

Total liabilities and stockholders' deficiency	$	1,407	$	5

6See notes to consolidated financial statements.

~~Notes to the Consolidated Financial Statements~~4

7POWRTEC INTERNATIONAL CORP.

3CONSOLIDATED STATEMENTS OF OPERATIONS

POWRTEC INTERNATIONAL CORP.
CONSOLIDATED BALANCE SHEETS
(unaudited)
			June 30, 2014		December 31, 2013
Assets
	Current assets:
		Cash	$	3,651	$	5
		Accounts receivable, net of allowances		-		-
		Total current assets and total assets	$	3,651	$	5
Liabilities and stockholders' deficiency
	Current liabilities:
		Bank overdraft	$	-	$	99
		Accounts payable		582,361		593,271
		Payable to related parties		1,618,794		1,447,209
		Accrued liabilities		1,087,577		1,116,488
		Deferred revenue		147,987		147,987
		Accrued interest		101,015		86,074
	Notes payable
		Term notes		25,000		25,000
		Convertible notes, net of discounts		182,580		182,580
	Total current liabilities and total liabilities			3,745,314		3,598,708
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; 102,780,377 shares issued and outstanding at June 30, 2014 and December 31, 2013.		102,780		102,780
	Additional paid-in capital			5,144,067		5,138,778
	Accumulated deficit			(8,988,510)		(8,840,261)
	Total stockholders' deficiency			(3,741,663)		(3,598,703)
Total liabilities and stockholders' deficiency			$	3,651	$	5
See notes to consolidated financial statements.

(Unaudited)


	Three months ended				Nine months ended
	September 30, 2014		September 30, 2013		September 30, 2014		September 30, 2013

Revenue	$	−	$	−	$	−	$	472,754

Cost of goods sold		−		−		−		320,906

Gross profit		−		−		−		151,848

Operating expenses
Selling and marketing		3,841		3,566		10,758		12,627
General and administrative		78,621		82,691		205,012		269,014
Total operating expenses		82,462		86,257		215,770		281,641

Operating loss		(82,462)		(86,257)		(215,770)		(129,793)

Interest expense and amortization of note discount		6,920		2,782		21,861		32,648

Net loss	$	(89,382)	$	(89,039)	$	(237,631)	$	(162,441)

Basic and diluted loss per share of common stock	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)

Weighted average number of common shares outstanding used in basic and diluted loss per share		102,780,377		101,273,291		102,780,377		101,273,291

POWRTEC INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
				Three months ended				Six months ended
			June 30, 2014		June 30, 2013		June 30, 2014		June 30, 2013
Revenue			$	-	$	472,754	$	-	$	472,754
Cost of goods sold				-		320,906		-		320,906
Gross profit				-		151,848		-		151,848
Operating expenses
	Selling and marketing			4,342		3,000		6,916		9,062
	General and administrative			40,640		87,699		126,392		186,322
		Total operating expenses		44,982		90,699		133,308		195,384
Operating loss				(44,982)		61,149		(133,308)		(43,536)
Interest expense and amortization of note discount				6,930		18,496		14,941		29,866
Net loss			$	(51,912)	$	42,653	$	(148,249)	$	(73,402)
Basic and diluted loss per share of common stock			$	(0.00)	$	0.00	$	(0.00)	$	(0.00)
Weighted average number of common shares outstanding used in basic and diluted loss per share
				102,780,377		102,780,377		102,780,377		102,780,377
See notes to consolidated financial statements.

See notes to consolidated financial statements.

POWRTEC INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
			For the six months ended
			June 30, 2014		June 30, 2013
Operating activities
	Net loss		$	(148,249)	$	(73,402)
	Adjustments to reconcile net loss to net cash provided (used in) operating activities
		Amortization of discount on convertible notes		-		9,393
		Stock based compensation expense		5,289		5,289
		Interest accrued on notes		14,941		20,473
		Amortization of deferred revenue		-		(69,574)
	Changes in operating assets and liabilities
		Accounts receivable		-		(72,420)
		Accounts payables		(10,910)		(874)
		Accrued liabilities		(28,911)		86,915
	Net cash (used in) operating activities			(167,840)		(94,200)
	Financing activities
		Repayment of overdraft		(99)		-
		Payable to related parties		171,585		-
	Net cash provided by financing activities			171,486		-
	Net increase (decrease) in cash and equivalents			3,646		(94,200)
	Cash at beginning of period			5		107,822
	Cash at end of period		$	3,651	$	13,622
	Supplemental disclosures of cash flow information:
		Cash paid for taxes	$	800	$	800
See notes to consolidated financial statements.

POWRTEC INTERNATIONAL CORP.

6CONSOLIDATED STATEMENTS OF CASH FLOWS

~~POWRTEC INTERNATIONAL CORP.~~(Unaudited)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	For the nine months ended
	September 30, 2014		September 30, 2013

Operating activities
Net loss	$	(237,631)	$	(162,441)
Adjustments to reconcile net loss to net cash provided (used in) operating activities
Amortization of discount on convertible notes		−		12,188
Stock based compensation expense		7,977		7,948
Interest accrued on notes		21,861		20,459
Amortization of deferred revenue		−		(69,574)

Changes in operating assets and liabilities
Accounts receivable		−		(72,420)
Accounts payables		(10,910)		(874)
Accrued liabilities		(32,281)		160,801

Net cash (used in) operating activities		(250,984)		(103,913)
Financing activities
Repayment of overdraft		(99)		−
Payable to related parties		252,485		−
Net cash provided by financing activities		252,386		−

Net increase (decrease) in cash and equivalents		1,402		(103,913)

Cash at beginning of period		5		107,822
Cash at end of period	$	1,407	$	3,909

Supplemental disclosures of cash flow information:
Cash paid for taxes	$	800	$	800

~~June~~See ~~30,~~notes ~~2014~~to consolidated financial statements.

~~(Unaudited)~~6

1.POWRTEC ~~OVERVIEW~~INTERNATIONAL CORP.

~~Basis~~NOTES ofTO ~~Presentation~~CONSOLIDATED FINANCIAL STATEMENTS

~~These~~September 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 June 30, 2014 and the results of operations and cash flows for the periods presented. The results of operations for the three months and six months ended June 30, 2014 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, 2013. 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, 2013, filed on March 31, 2014, and updated, as necessary, in this Quarterly Report on Form 10-Q.

~~Corporate History~~ (Unaudited)

~~We were incorporated on April 19, 2006 under the name School4Chauffeurs, Inc~~1. ("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. OVERVIEW

OnBasis ~~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. Presentation

OnThese ~~May~~consolidated ~~14,~~financial ~~2010,~~statements ~~SFCF,~~have ~~POWRtec~~been ~~Corporation,~~prepared ain ~~Delaware~~accordance ~~corporation~~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 (“~~POWRtec~~SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the ~~shareholders~~United States of ~~POWRtec~~America (for annual financial statements. The consolidated financial statements include the ~~“POWRtec~~accounts ~~Shareholders”)~~of ~~closed~~the aCompany ~~transaction~~and ~~pursuant~~its towholly-owned ~~that~~subsidiary. ~~certain~~All ~~Share~~intercompany ~~Exchange~~balances ~~Agreement~~and (transactions have been eliminated in consolidation. In the ~~“Share~~opinion ~~Exchange~~of ~~Agreement”)~~the Company’s management, ~~whereby~~the ~~SFCF~~accompanying ~~acquired~~unaudited ~~approximately~~consolidated ~~100%~~financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the ~~outstanding~~financial ~~shares~~position of ~~common~~the ~~stock~~Company as of ~~POWRtec~~September (30, 2014 and the ~~“POWRtec~~results ~~Stock”)~~of ~~from~~operations and cash flows for the ~~POWRtec~~periods ~~Shareholders~~presented. In ~~exchange~~The results of operations for the ~~POWRtec~~three ~~Stock,~~months ~~SFCF~~and ~~issued~~nine 1months ended September 30,~~750,001~~ ~~shares~~2014 are not necessarily indicative of ~~its~~the ~~common~~operating ~~stock~~results for the full fiscal year or any future period. AsThese aconsolidated ~~result~~financial ofstatements ~~closing~~should be read in conjunction with the ~~transaction~~consolidated financial statements and related notes thereto included in the ~~POWRtec~~Company’s ~~Shareholders~~Annual ~~held~~Report ~~approximately~~on ~~70%~~Form of10-K ~~our~~for ~~issued~~the year ended December 31, 2013. 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, 2013, filed on March 31, 2014, and ~~outstanding~~updated, ~~common~~as ~~stock~~necessary, in this Quarterly Report on Form 10-Q.

OnCorporate 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. History

InWe ~~addition~~were toincorporated ~~the~~on ~~name~~April ~~change~~19, ~~the~~2006 ~~Company's~~under ~~Board~~the ofname ~~Directors~~School4Chauffeurs, ~~approved~~Inc. a("SFCF") ~~forward~~in ~~split of~~ the ~~issued~~State ~~and~~of ~~outstanding~~Delaware. ~~common~~We ~~shares,~~had ~~whereby~~been ~~every~~in ~~one~~the ~~old~~process ~~share~~ of ~~common~~establishing ~~stock~~ourselves ~~was~~as ~~exchanged~~a ~~for~~specialty 40educational ~~new~~vocational ~~shares~~skill ofservice for the ~~Company's~~limousine ~~common~~and ~~stock~~driver industry. AsWe ahad ~~result,~~intended ~~the~~to ~~issued~~provide ~~and~~driver ~~outstanding~~training ~~shares~~to ofall ~~common~~entry-level ~~stock~~employees ~~increased~~as ~~from~~well ~~2,500,001~~as ~~prior~~ to ~~the~~employees ~~forward~~of ~~split~~small to ~~100,000,040~~medium ~~following~~sized ~~the~~limousine ~~forward split~~companies.

~~The~~On ~~Company~~April ~~now~~16, ~~designs~~2010, ~~develops~~the ~~and~~Company ~~sells~~filed ~~intelligent~~an ~~electricity~~Information ~~meters~~Statement Pursuant to ~~utility~~Section ~~companies~~14(F) toof ~~enable~~the ~~real~~Securities ~~time~~Exchange ~~management~~Act of ~~electricity~~1934 ~~consumption~~and asRule 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 ~~way~~common stock purchase agreement between Mr. Jasmin and Mr. Jones. Pursuant to the terms of ~~balancing~~the ~~energy~~Purchase ~~supply~~Agreement, Mr. Jasmin acquired control of 1,700,000 shares of SFCF’s issued and ~~demand~~outstanding common stock representing approximately 70% of the total shares issued and outstanding.

~~These~~On ~~financial~~May ~~statements~~14, ~~report~~2010, onSFCF, ~~the~~POWRtec ~~consolidated~~Corporation, ~~results~~a Delaware corporation (“POWRtec”) and the shareholders of POWRtec ~~International~~(the ~~Corp.~~“POWRtec ~~from~~Shareholders”) ~~April~~closed 19a transaction pursuant to that certain Share Exchange Agreement (the “Share Exchange Agreement”), ~~2006~~whereby ~~and~~SFCF acquired approximately 100% of the outstanding shares of common stock of POWRtec ~~Corporation~~(the “POWRtec Stock”) from the ~~date~~POWRtec ofShareholders. In exchange for the ~~merger~~POWRtec inStock, ~~May~~SFCF 14issued 1,750,001 ~~2010~~shares of its common stock. ~~Our~~As ~~fiscal~~a ~~year~~result ~~end~~of isclosing ~~December~~the 31transaction the POWRtec Shareholders held approximately 70% of our issued and outstanding common stock.

7On 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.

~~Going~~In ~~concern~~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 increased from 2,500,001 prior to the forward split to 100,000,040 following the forward split.

The Company ~~requires~~now ~~additional funds to continue operations. As reflected in the accompanying financial statements~~designs, ~~the~~develops ~~Company has a net loss since inception of approximately $9.0 million, has experienced a number of quarters with no revenue,~~ and ~~has~~sells aintelligent ~~cash~~electricity ~~balance~~meters ofto ~~only~~utility ~~$3,651.~~companies ~~As of June 30, 2014, total liabilities exceeded total assets by over $3.7 million. These factors, among others, raise substantial doubt about the Company’s ability~~ to ~~continue~~enable asreal atime ~~going~~management ~~concern.~~of ~~The~~electricity ~~ability~~consumption ~~to continue~~ as a ~~going~~way ~~concern~~of isbalancing ~~dependent~~energy onsupply ~~the Company’s ability to raise additional capital~~ and ~~implement a business plan~~demand. ~~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 the end of 2014 or later, it will most likely be required to raise additional funds through convertible debt, debt or equity financings or by selling its assets. 7

~~Management~~These ~~believes~~financial ~~that~~statements ~~actions~~report 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~~consolidated ~~economic~~results ~~conditions and the lack~~ of ~~liquidity~~POWRtec inInternational ~~the credit markets~~Corp. Iffrom ~~the~~April ~~Company is unable to secure additional funding~~19, it2006 ~~may~~and ~~have~~POWRtec toCorporation ~~discontinue~~from ~~operations; delay additional development or commercialization of its meters; license to third parties~~ the ~~rights~~date ~~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~~merger ~~business,~~in ~~financial~~May ~~condition~~14, ~~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~~2010. ~~The~~Our ~~Company~~fiscal ~~may~~year ~~also~~end ~~need~~is toDecember ~~seek protection under the U~~31.~~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.Going ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~ concern

~~Uses~~The ofCompany ~~estimates~~requires additional funds to continue operations. As reflected in the ~~preparation~~accompanying financial statements, the Company has a net loss since inception of approximately $9.1 million, has experienced a number of quarters with no revenue, and has a cash balance of only $1,407. As of September 30, 2014, total liabilities exceeded total assets by over $3.8 million. These factors, among others, raise 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.

~~The~~Because ~~preparation~~the ofCompany ~~financial~~has ~~statements~~net inlosses ~~conformity~~since ~~with~~inception ~~accounting~~and ~~principles~~does ~~generally~~not ~~accepted~~expect into be profitable until the ~~United~~end ~~States~~of ~~("GAAP")~~2015 ~~requires~~or ~~management~~later, toit ~~make~~will ~~estimates~~most ~~and~~likely ~~assumptions~~be ~~that~~required ~~affect~~to ~~the~~raise ~~amounts~~additional ~~reported~~funds inthrough ~~the~~convertible ~~financial~~debt, ~~statements~~debt ~~and~~or ~~accompanying~~equity ~~notes~~financings or by selling its assets.

~~Recent~~Management ~~accounting~~believes ~~pronouncements~~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.

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 reporting2. ~~The~~ ~~Company~~SUMMARY ~~believes~~OF ~~that~~SIGNIFICANT ~~such~~ACCOUNTING 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.POLICIES

3.Uses ~~DEFERRED~~of ~~REVENUE~~estimates in the preparation of financial statements

The ~~Company~~preparation ~~sells its meters under the terms~~ of afinancial ~~supply~~statements ~~contract~~in conformity with ~~its~~accounting ~~single~~principles ~~customer~~generally ~~that~~accepted ~~provides~~in ~~for certain advance payments. Any such payments received by~~ the ~~Company~~United inStates ~~advance~~("GAAP") ofrequires ~~shipments~~management ~~are~~to ~~treated~~make asestimates ~~deferred revenue which is then recognized as revenue when subsequently shipped~~ and ~~invoiced.~~assumptions ~~Deferred~~that ~~revenue~~affect atthe ~~June~~amounts ~~30,~~reported ~~2014~~in ~~and~~the ~~December~~financial ~~31,~~statements ~~2013 was $147,987~~ and, ~~$147,987,~~accompanying ~~respectively~~notes.

4.Recent ~~WARRANTY~~accounting ~~RESERVE~~pronouncements

~~Based~~From ontime ~~experience,~~to ~~the~~time ~~Company~~new ~~has~~accounting ~~determined~~pronouncements ~~that~~are ~~replacement~~issued ofby ~~certain~~the ~~components~~Financial inAccounting ~~its~~Standards ~~meters~~Board or other standard setting bodies that may behave ~~necessary~~an ~~from~~impact ~~time~~on tothe ~~time,~~Company’s accounting and ~~estimates~~reporting. The Company believes that such recently issued accounting pronouncements and ~~accrues~~other authoritative guidance for which the ~~potential~~effective ~~cost~~date ofis ~~this~~in ~~component~~the ~~replacement. As~~future ofwill ~~June~~not ~~30,~~have ~~2014~~an ~~and~~impact ~~December~~on ~~31,~~its ~~2013,~~accounting ~~warranty~~or ~~reserves~~reporting ~~were~~or ~~$25,393~~that ~~and~~such ~~$25,393,~~impact ~~respectively~~will ~~and~~not ~~were~~be ~~included~~material asto ~~accrued~~its ~~liabilities~~financial inposition, ~~the~~results ~~accompanying~~of ~~balance~~operations ~~sheets~~and cash flows when implemented.

83. DEFERRED REVENUE

5The Company sells its meters under the terms of a supply contract with its single customer that provides for certain advance payments. ~~NOTES~~Any ~~PAYABLE~~such payments received by the Company in advance of shipments are treated as deferred revenue which is then recognized as revenue when subsequently shipped and invoiced. Deferred revenue at September 30, 2014 and December 31, 2013 was $147,987 and, $147,987, respectively

A)4. WARRANTY RESERVE

~~CONVERTIBLE~~Based ~~NOTES~~on experience, the Company has determined that replacement of certain components in its meters may be necessary from time to time, and estimates and accrues for the potential cost of this component replacement. As of September 30, 2014 and December 31, 2013, warranty reserves were $25,393 and $25,393, respectively and were included as accrued liabilities in the accompanying balance sheets.

At various times, starting July 1, 2010, the Company has raised funds through the issuance of unsecured convertible promissory notes for terms ranging from six months to two years at interest rates ranging from 6% to 60% per annum. As of November 2, 2013 the notes have all matured and the Company has attempted to repay the noteholders, however such attempts have been unsuccessful as the Company has been unable to locate the noteholders at the addresses provided, nor find them in an internet search. The Company has continued to accrue interest while it seeks an appropriate resolution.8

Summary		June 30, 2014
Principal amount of convertible notes issued	$	290,080
Amounts repaid		(89,500)
Amounts converted		(18,000)
Balance of principal amount		182,580
Note discount		(52,461)
less Accumulated amortization of discount		52,461
Convertible notes, net of discount	$	182,580

5. NOTES PAYABLE

As at June 30, 2014 and December 31, 2013, the Company had accrued $101,015 and $86,074, respectively of interest on the notes, which will be paid, or converted into common stock when the noteholders can be contacted. Based on the share price of $.002 at June 30, 2014, the Company would require 94,047,692 shares of common stock to convert the notes and accrued interest then outstanding.A)

~~The~~CONVERTIBLE Company recognizes the underlying value of embedded derivatives in accordance with ASC 815-15-25-1. The value of the option for noteholders to convert their notes into shares of common stock is calculated and credited as a derivative liability for the duration of the notes, while an offsetting amount is classified as a discount to the principal value of the notes. Since no new convertible notes were issued during the three months or six months ended June 30, 2014, no derivative value was added to the discount reserve or derivative liability in these periods, respectively. The value of the debt discount is amortized as interest expense on a straight line basis over the life of the notes. As at December 31, 2013, the convertible notes had reached maturity, the discount and derivative liability were fully amortized.NOTES

B)At various times, starting July 1, 2010, the Company has raised funds through the issuance of unsecured convertible promissory notes for terms ranging from six months to two years at interest rates ranging from 6% to 60% per annum. As of November 2, 2013 the notes have all matured and the Company has attempted to repay the noteholders, however such attempts have been unsuccessful as the Company has been unable to locate the noteholders at the addresses provided, nor find them in an internet search. The Company has continued to accrue interest while it seeks an appropriate resolution.

TERM NOTES


Summary	September 30, 2014		September 30, 2013
Principal amount of convertible notes issued	$	290,000	$	290,000
Amounts repaid		(89,500)		(89,500)
Amounts converted		(18,000)		(18,000)
Balance of principal amount		182,580		182,580
Note discount		(52,461)		(52,461)
Less Accumulated amortization of discount		52,461		52,461
Convertible notes, net of discount	$	182,580	$	182,580

~~The~~As ~~Company~~at ~~also~~September ~~has~~30, an2014 ~~unsecured~~and ~~term~~December ~~note~~31, in2013, the ~~amount~~Company ofhad accrued $25107,~~000,~~935 ~~that~~and ~~was due on April 12~~$86,074, ~~2012.~~respectively ~~The~~of interest ~~rate~~ on ~~this~~the ~~note~~notes, iswhich 8%will ~~per~~be ~~annum~~paid, ~~and~~or ~~interest~~converted ~~expense~~into ofcommon ~~$493~~stock ~~and~~when ~~$499 was accrued for~~ the ~~three~~noteholders ~~months~~can ~~ended~~be ~~June~~contacted. ~~30,~~Based ~~2014~~on ~~and~~the ~~June~~share ~~30,~~price ~~2013,~~of ~~respectively~~$.002 ~~The~~at ~~note~~September ~~has~~30, ~~reached its maturity date~~2014, ~~and~~ the Company ~~and~~would ~~noteholder~~require ~~have~~94,047,692 ~~informally~~shares ~~agreed~~of tocommon ~~let~~stock ~~the note roll over on a month~~ to ~~month~~convert ~~basis~~the ~~with~~notes noand ~~change~~accrued ininterest ~~terms~~then outstanding.

6The Company recognizes the underlying value of embedded derivatives in accordance with ASC 815-15-25-1. ~~INCOME~~The ~~TAXES~~value of the option for noteholders to convert their notes into shares of common stock is calculated and credited as a derivative liability for the duration of the notes, while an offsetting amount is classified as a discount to the principal value of the notes. Since no new convertible notes were issued during the three months or nine months ended September 30, 2014, no derivative value was added to the discount reserve or derivative liability in these periods, respectively. The value of the debt discount is amortized as interest expense on a straight line basis over the life of the notes. As at December 31, 2013, the convertible notes had reached maturity, the discount and derivative liability were fully amortized.

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:B)

9TERM NOTES

		June 30, 2014
Deferred tax assets:
Net operating loss carry forwards	$	(8,988,510)
add back timing differences
Accrued compensation and other accruals		2,706,371
Accrued interest		101,015
Deferred revenue		147,987
		(6,033,137)
Statutory tax rate (combined federal and state)		37.60%
Deferred tax asset		2,268,460
Valuation allowance		(2,268,460)
Deferred tax asset	$	-

The Company also has an unsecured term note in the amount of $25,000, that was due on April 12, 2012. The interest rate on this note is 8% per annum and interest expense of $504 and $504 was accrued for the three months ended September 30, 2014 and September 30, 2013, respectively. The note has reached its maturity date, and the Company and noteholder have informally agreed to let the note roll over on a month to month basis with no change in terms.

~~In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized~~6. ~~The~~INCOME ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, the Company has established a full valuation allowance against all of the deferred tax assets for every period because it is more likely than not that all of the deferred tax assets will not be realized. The Company is currently open to audit for all years because of its large net operating loss carry-forwards, however the Company is only open to additional tax assessments under the Internal Revenue Code statute of limitations for the years ended December 31, 2009 to present. If there is a change in ownership, the ability to fully utilize the tax losses may be limited.TAXES

The Company ~~does~~recognizes ~~not~~deferred ~~currently~~income tax liabilities and assets for the expected future tax consequences of events that have ~~any~~been ~~ongoing~~recognized in the financial statements or tax ~~examinations~~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:

~~7. STOCKHOLDERS’ DEFICIENCY~~9

Common stock and warrants


	September 30, 2014		December 31, 2013
Deferred tax assets:
Net operating loss carry forwards	$	(9,077,892)	$	(8,840,261)
add back timing differences
Accrued compensation and other accruals		2,783,901		2,551,313
Accrued interest		107,935		86,074
Deferred revenue		147,987		147,987
		(6,038,069)		(6,054,887)
Statutory tax rate (combined federal and state)		37.60%		37.60%
Deferred tax asset		2,270,314		2,276,638
Valuation allowance		(2,270,314)		(2,276,638)
Deferred tax asset		−		−

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, the Company has ~~reserved~~established ~~shares~~a full valuation allowance against all of ~~common~~the ~~and~~deferred ~~preferred~~tax ~~stock~~assets for ~~issuance~~every atperiod ~~June~~because 30it is more likely than not that all of the deferred tax assets will not be realized. The Company is currently open to audit for all years because of its large net operating loss carry-forwards, ~~2014~~however ~~and~~the Company is only open to additional tax assessments under the Internal Revenue Code statute of limiations for the years ended December 31, ~~2013~~2009 to present. If there is a change in ownership, asthe ~~follows:~~ability to fully utilize the tax losses may be limited.

	June 30, 2014	December 31, 2013
Common shares, par value $0.001	300,000,000	300,000,000
Preferred shares, par value $0.001	5,000,000	5,000,000

The Company does not currently have any ongoing tax examinations.

~~Stock~~7. ~~Option~~STOCKHOLDERS’ ~~Plan~~DEFICIENCY

InCommon ~~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. On December 15, 2010, the Company established an additional share incentive plan, the 2010 Share Incentive Plan (the “New Plan”), which superseded the Prior Plan, and all grants under the Prior Plan were cancelled. The New Plan permits the granting of stock options (including incentive stock options within the meaning of Code Section 422 and non-qualified stock options), stock appreciation rights, restricted or unrestricted stock awards, phantom stock, performance awards, and other stock-based awards. The New Plan has authorized 15,000,000 shares of Common Stock issuable pursuant to all awards granted under the Plan, and 6,000,000 options were reissued under the New Plan to reflect the post-merger split of shares of forty for one. warrants

~~During~~The ~~the~~Company ~~three~~has ~~months~~reserved ~~ended~~shares ~~June~~of ~~30,~~common ~~2014~~and ~~there~~preferred ~~were~~stock nofor ~~grants,~~issuance ~~exercises or cancellations under the Plan and~~ at ~~June~~September 30, 2014, ~~3,691,781~~and ~~shares~~December of31, ~~Common~~2013, ~~Stock~~as ~~remain available for future grants.~~follows:

The Company accounts 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, and appropriate assumptions for volatility, the expected term of options and the risk-free rate for the expected term of the option.


	September 30, 2014	December 31, 2013
Common shares, par value $0.001	300,000,000	300,000,000
Preferred shares, par value $0.001	5,000,000	5,000,000

~~During~~Stock ~~the~~Option three months and six months ended June 30, 2014, the Company recorded $2,659 and $5,289 of stock-based compensation expense, respectively, related to stock options granted to employees, directors and consultants. Plan

10In 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. On December 15, 2010, the Company established an additional share incentive plan, the 2010 Share Incentive Plan (the “New Plan”), which superseded the Prior Plan, and all grants under the Prior Plan were cancelled. The New Plan permits the granting of stock options (including incentive stock options within the meaning of Code Section 422 and non-qualified stock options), stock appreciation rights, restricted or unrestricted stock awards, phantom stock, performance awards, and other stock-based awards. The New Plan has authorized 15,000,000 shares of Common Stock issuable pursuant to all awards granted under the Plan, and 6,000,000 options were reissued under the New Plan to reflect the post-merger split of shares of forty for one.

~~Warrants~~During the three months ended September 30, 2014 there were no grants, exercises or cancellations under the Plan and at September 30, 2014, 3,691,781 shares of Common Stock remain available for future grants.

The Company ~~has issued to former directors and consultants of the Company a total of 3,436,230 warrants to purchase shares of common stock at prices ranging from $.004 to $0.11. The Company~~ accounts for ~~the~~share-based compensation ~~value~~plans ~~embedded~~ in ~~the warrants 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 ~~warrant~~option award on the date of grant using the Black-Scholes option-pricing model, and appropriate assumptions for volatility, the expected term of options and the risk-free rate for the expected term of the option~~, and amortize the compensation expense on a straight-line basis over the shorter of the directors’ service periods or life of the warrant~~.

~~During the six months ended June 30, 2014 and 2013, the Company did not record any equity-based compensation expense related to warrants granted to directors and consultants.~~ 10

~~Convertible~~During ~~Notes~~the three months and nine months ended September 30, 2014, the Company recorded $2,688 and $7,977 of stock-based compensation expense, respectively, related to stock options granted to employees, directors and consultants.

~~The Company did not issue any notes, or convert any convertible notes into shares of common stock during the six months ended June 30, 2014 or 2013, respectively.~~Warrants

8The Company has issued to former directors and consultants of the Company a total of 3,436,230 warrants to purchase shares of common stock at prices ranging from $.004 ~~RELATED~~to ~~PARTY~~$0.11. ~~TRANSACTIONS~~The Company accounts for the compensation value embedded in the warrants in accordance with the provisions of ASC 718, "Stock Compensation" (formerly referred to as SFAS No. 123(R)). We estimate the fair value of each warrant award on the date of grant using the Black-Scholes option-pricing model, and appropriate assumptions for volatility, the expected term of options and the risk-free rate for the expected term of the option, and amortize the compensation expense on a straight-line basis over the shorter of the directors’ service periods or life of the warrant.

~~The~~During ~~following~~the ~~amounts~~nine ~~are~~months ~~included~~ended asSeptember ~~payable~~30, to2014 ~~related~~and ~~parties~~2013, atthe ~~June~~Company ~~30,~~did ~~2014~~not ~~and~~record ~~December~~any ~~31,~~equity-based ~~2013,~~compensation ~~respectively~~expense related to warrants granted to directors and consultants.

		June 30, 2014		December 31, 2013
Due to CEO for accrued payroll	$	1,475,176	$	1,350,376
Due to CEO for advances provided to Company		36,800		11,000
Due to CFO for accrued consulting fees		106,818		85,833
Total due to related parties	$	1,618,794	$	1,447,209

Convertible Notes

9.The ~~COMMITMENTS~~Company ~~AND~~did ~~CONTINGENCIES~~not issue any notes, or convert any convertible notes into shares of common stock during the nine months ended September 30, 2014 or 2013, respectively.

~~The Company has no lease commitments~~8. WeRELATED ~~are~~PARTY 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 one of our officers and directors. It is our belief that the space is adequate for our immediate needs. Additional space may be required if we expand our operations. We do not foresee any significant difficulties in obtaining any required additional facilities. We do not own any real estate. TRANSACTIONS

10The following amounts are included as payable to related parties at September 30, 2014 and December 31, 2013, respectively. ~~SUBSEQUENT~~The ~~EVENTS~~balance at September 30, 2014 includes $36,800 provided by Mr. Jasmin to meet the Company’s immediate obligations to pay its auditors, lawyers and others involved in the filing of its recurring SEC reports. There is no assurance that Mr. Jasmin will be willing or able to continue to provide such funding in future periods.

The Company has evaluated events occurring after the date of these financial statements through July 15, 2014, the date that these financial statements were issued. There were no material subsequent events as of that date which would require disclosure in or adjustments to these financial statements.


	September 30, 2014		December 31, 2013
Due to CEO for accrued payroll	$	1,548,276		1,350,376
Due to CEO for advanced provided to Company		36,000		11,000
Due to CFO for accrued consulting fees		114,618		85,833

Total due to related parties	$	1,699,694		1,447,209

~~END~~9. OFCOMMITMENTS ~~NOTES~~AND ~~TO FINANCIAL STATEMENTS~~CONTINGENCIES

11The Company has no lease commitments. 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 one of our officers and directors. It is our belief that the space is adequate for our immediate needs. Additional space may be required if we expand our operations. We do not foresee any significant difficulties in obtaining any required additional facilities. We do not own any real estate.

~~ITEM 2~~10. SUBSEQUENT EVENTS

~~MANAGEMENT'S~~The ~~DISCUSSION~~Company ~~AND~~has ~~ANALYSIS~~evaluated OFevents ~~FINANCIAL~~occurring ~~CONDITION~~after the date of these financial statements through November 10, 2014, the date that these financial statements were issued. There were no material subsequent events as of that date which would require disclosure in or adjustments to these financial statements.

~~AND~~END ~~RESULTS~~ OF ~~OPERATIONS~~NOTES TO FINANCIAL STATEMENTS

~~FORWARD-LOOKING STATEMENTS~~11

~~This~~ITEM 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 statements2. ~~You~~ ~~can~~MANAGEMENT'S ~~identify~~DISCUSSION ~~forward-looking~~AND ~~statements~~ANALYSIS byOF ~~the~~FINANCIAL ~~use~~CONDITION ofAND ~~the~~RESULTS ~~words~~OF 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.OPERATIONS

~~RESULTS~~FORWARD-LOOKING ~~OF OPERATIONS~~STATEMENTS

~~Working~~This ~~Capital~~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.

Working capital			June 30, 2014		December 31, 2013
	Current assets	$	3,651	$	5
	Current liabilities		3,745,314		3,598,708
	Working capital (deficit)	$	(3,741,663)	$	(3,598,703)

RESULTS OF OPERATIONS

~~Cash~~Working ~~Flows~~Capital

		Six months ended		Six months ended
		September 30, 2014			December 31, 2013
		June 30, 2014		June 30, 2013
Current assets		$	1,407		$	5
Net cash provided by (used in) operating activities	$	(167,840)	$	(94,200)
Current liabilities			3,829,764			3,598,708
Net increase (decrease) in cash	$	3,646	$	(94,200)
Working capital (deficit)		$	(3,828,357)		$	(3,598,703)

~~Three~~Cash ~~months ended June 30, 2014 and 2013~~Flows

Operating Revenues


	For the nine months ended
	September 30, 2014		September 30, 2013
Net cash provided by (used in) operating activities	$	(250,984)	$	(103,913)
Net increase (decrease) in cash	$	1,402	$	(103,913)

~~The~~Three ~~market~~months for the Company’s products is focused on international utility companies that are typified by lengthy evaluation periods and slow sales cycles. Following a slow-down in the construction and utility markets, we had received no orders since 2009. Starting from June 2012, we have resumed shipments to our former customer but on an irregular basis. One shipment of $472,754 was shipped and invoiced in the three month period ended ~~June~~September 30, ~~2013, but no shipments took place in the three month period ended June 30,~~ 2014. ~~There~~and ~~are no assurances when additional shipments will be made, if at all.~~2013

Operating ~~Expenses and Net Loss~~Revenues

~~For~~The market for the Company’s products is focused on international utility companies that are typified by lengthy evaluation periods and slow sales cycles. Following a slow-down in the construction and utility markets, we had received no orders since 2009. Starting from June 2012, we have resumed shipments to our former customer but on an irregular basis. One shipment of $472,754 was shipped and invoiced in the three ~~months~~month period ended September 30, 2013, but no shipments took place in the three and nine month period ended September 30, 2014. There are no assurances when additional shipments will be made, if at all.

		June 30, 2014		June 30, 2013		Change $	Change %
Selling and marketing	$	4,342	$	3,000	$	1,342	44.7%
General and administrative		40,640		87,699		(47,059)	-53.7%
Total operating expenses	$	44,982	$	90,699	$	(45,717)	-8.9%

Operating Expenses and Net Loss

~~Selling~~For ~~and~~the ~~marketing~~three months ended

Selling and marketing expenses were higher in the three months ended June 30, 2014 than the corresponding period of 2013 due to additional travel related expenses.


	September 30, 2014		September 30, 2013		Change $		Change %
Selling and marketing	$	3,841	$	3,566	$	275	7.7%
General and administrative		78,621		82,691		(4,070)	(4.9%)
Total operating expenses	$	82,462	$	86,257	$	(3,795)	(4.4%)

~~General~~Selling and ~~administrative~~marketing

~~General~~Selling and ~~administrative~~marketing expenses ~~decreased~~were ~~approximately~~unchanged ~~$47,000~~in ~~for~~ the three ~~month~~months ~~period~~ ended ~~June~~September 30, 2014 ~~compared~~and toSeptember ~~the corresponding prior year period~~30, ~~due to reduced activities and billing by consultants and rationalization of supplier arrangements to reduce expense and minimize cash flow until we secure new sales orders~~2013. ~~General and administrative expenses relate principally to payroll accrual and the costs of compliance with our SEC reporting responsibilities.~~

~~Interest~~General ~~expenses~~and administrative

~~Interest~~General ~~expense~~and ~~includes~~administrative ~~interest~~expenses ~~and~~decreased ~~amortization~~approximately of$4,000 ~~discount~~for onthe ~~convertible~~three ~~notes~~month ~~issued~~period byended September 30, 2014 compared to the ~~Company~~corresponding ~~since~~prior ~~2010~~year period, due to ~~generate~~reduced ~~cash~~activities and ~~pay~~billing ~~for~~by ~~operating~~consultants ~~expenses.~~and ~~Interest~~rationalization of supplier arrangements to reduce expense, ~~including~~and ~~amortization~~minimize ofcash ~~debt~~flow ~~discount,~~until ~~decreased~~we ~~from~~secure ~~$18,496~~new ~~for~~sales ~~the~~orders. ~~three~~General ~~months~~and ~~ended~~administrative ~~June~~expenses ~~30,~~relate ~~2013~~principally to ~~$6,930~~payroll ~~for~~accrual and the ~~three~~costs ~~months~~of ~~ended~~compliance ~~June~~with ~~30,~~our ~~2014~~SEC reporting responsibilities.

~~Operating~~Interest ~~Expenses and Net Loss~~expenses

~~For~~Interest expense includes interest and amortization of discount on convertible notes issued by the ~~six~~Company ~~months~~since ~~ended~~2010 to generate cash and pay for operating expenses.

		June 30, 2014		June 30, 2013		Change $	Change %
Selling and marketing	$	6,916	$	9,062	$	2,146	23.7%
General and administrative		126,392		186,322		59,930	32.2%
Total operating expenses	$	133,308	$	195,384	$	62,076	55.8%

Operating Expenses and Net Loss

~~Selling~~For ~~and~~the ~~marketing~~nine months ended

Selling and marketing expenses were lower in the six months ended June 30, 2014 than the corresponding period of 2013 due to the reduced travel expenses.


	September 30, 2014		September 30, 2013		Change $		Change %
Selling and marketing	$	10,758	$	12,627	$	(1,869)	(14.8%)
General and administrative		205,012		269,014		(64,002)	(23.8%)
Total operating expenses	$	215,770	$	281,641	$	(65,871)	(23.4%)

~~General~~Selling and ~~administrative~~marketing

~~General~~Selling and ~~administrative~~marketing expenses ~~decreased~~were ~~approximately~~lower ~~$60,000~~in ~~for~~ the ~~six~~nine ~~month~~months ~~period~~ ended ~~June~~September 30, 2014 ~~compared~~than to the corresponding ~~prior year~~ period, ~~due to reduced activities and billing by consultants and rationalization~~ of ~~supplier~~2013 ~~arrangements~~due to ~~reduce expense and minimize cash flow until we secure new sales orders. General and administrative expenses relate principally to payroll accrual and~~ the ~~costs~~reduced oftravel ~~compliance with our SEC reporting responsibilities~~expenses.

~~Interest~~General ~~expenses~~and administrative

~~Interest~~General ~~expense~~and ~~includes~~administrative ~~interest~~expenses ~~and~~decreased ~~amortization~~approximately of$64,000 ~~discount~~for onthe ~~convertible~~nine ~~notes~~month ~~issued~~period byended ~~the~~September ~~Company~~30, ~~since~~2014 ~~2010~~compared to ~~generate~~the ~~cash~~corresponding ~~and~~prior ~~pay~~year ~~for~~period, ~~operating~~due ~~expenses.~~to ~~Interest~~reduced ~~expense,~~activities ~~including~~and ~~amortization~~billing ofby ~~debt~~consultants ~~discount,~~and ~~decreased~~rationalization ~~from~~of ~~$29,866~~supplier ~~for~~arrangements ~~the~~to ~~six~~reduce ~~months~~expense ~~ended~~and ~~June~~minimize ~~30,~~cash ~~2013~~flow tountil ~~$14,941~~we ~~for~~secure ~~the~~new ~~six~~sales ~~months~~orders. ~~ended~~General ~~June~~and ~~30,~~administrative ~~2014~~expenses ~~due~~relate principally to ~~complete~~payroll ~~amortization~~accrual ofand ~~discount~~the oncosts ~~convertible~~of ~~notes~~compliance bywith ~~the~~our ~~end~~SEC ofreporting ~~2013~~responsibilities.

~~Liquidity~~Interest ~~and Capital Resources~~expenses

~~During~~Interest expense includes interest and amortization of discount on convertible notes issued by the ~~three~~Company ~~months~~since ~~ended~~2010 ~~June~~to 30generate cash and pay for operating expenses. Interest expense, ~~2014~~including amortization of debt discount, ~~approximately~~decreased from $332,~~700~~648 offor ~~net~~the ~~cash~~nine ~~was~~months ~~generated~~ended bySeptember ~~operating~~30, ~~activities~~2013 ofto ~~which~~$21,861 ~~approximately~~for ~~$148~~the nine months ended September 30,~~000~~ ~~was~~2014 due to ~~losses~~the ~~from~~debt ~~operations,~~discount ~~offset~~reserve bybecoming ~~changes~~fully inamortized ~~working~~upon ~~capital~~maturity of the most recent convertible note in 2014.

~~Going~~Liquidity ~~Concern~~and Capital Resources

~~The~~During ~~Company~~the ~~requires~~nine ~~additional~~months ~~funds~~ended toSeptember ~~continue~~30, ~~operations. As reflected in the accompanying financial statements~~2014, ~~the Company has a net loss since inception of~~ approximately $~~9.0 million~~1,000 ~~has experienced a number~~ of ~~quarters~~net ~~with no revenue, and has a~~ cash ~~balance~~was generated of ~~only~~which approximately $3251,~~646.~~000 Aswas ofdue ~~June~~to ~~30,~~losses ~~2014~~from operations, ~~total~~offset ~~liabilities exceeded total assets~~ by ~~over~~ $~~3.7 million. These factors~~252,000 ~~among~~of ~~others, raise 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~~funding ~~and~~provided ~~implement~~by arelated ~~business plan~~parties. ~~The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.~~

~~Because~~Going the Company has net losses since inception and does not expect to be profitable until later in 2014, it will most likely be required to raise these additional funds through convertible debt, debt or equity financings or by selling its assets. Concern

13The Company requires additional funds to continue operations. As reflected in the accompanying financial statements, the Company has a net loss since inception of approximately $9.1 million, has experienced a number of quarters with no revenue, and has a cash balance of only $1,407. As of September 30, 2014, total liabilities exceeded total assets by over $3.8 million. These factors, among others, raise 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.

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.13

~~Off-Balance~~Because ~~Sheet~~the ~~Arrangements~~Company has net losses since inception and does not expect to be profitable until later in 2015, it will most likely be required to raise these additional funds through convertible debt, debt or equity financings or by selling its assets.

WeManagement ~~have~~believes nothat ~~significant~~actions ~~off-balance~~presently ~~sheet~~being ~~arrangements~~taken ~~that~~to ~~have~~obtain oradditional ~~are~~funding ~~reasonably~~and ~~likely~~implement its strategic plans provide the opportunity for the Company to ~~have~~continue as a ~~current~~going orconcern. ~~future~~However, ~~effect~~this additional financing may not be available on ~~our~~a ~~financial~~timely ~~condition~~basis or on terms acceptable to it, ~~changes~~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 ~~financial~~the ~~condition~~credit markets. If the Company is unable to secure additional funding, ~~revenues~~it may have to discontinue operations; delay additional development or ~~expenses~~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, ~~liquidity,~~and ~~capital~~there ~~expenditures~~can orbe ~~capital~~no ~~resources~~assurance that ~~are~~any ~~material~~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.

~~Future~~Off-Balance ~~Financings~~Sheet Arrangements

We ~~will~~have ~~continue~~no tosignificant ~~rely~~off-balance onsheet ~~equity~~arrangements ~~sales~~that ofhave ~~our~~or ~~common~~are ~~shares~~reasonably inlikely ~~order~~ to ~~continue~~have toa ~~fund~~current ~~our~~or ~~business~~future ~~operations.~~effect ~~Issuances~~on ofour ~~additional~~financial ~~shares~~condition, ~~will~~changes ~~result~~ in ~~dilution~~financial tocondition, ~~existing~~revenues ~~stockholders.~~or ~~There~~expenses, isresults ~~no assurance that we will achieve any additional sales~~ of ~~the~~operations, ~~equity~~liquidity, ~~securities~~capital expenditures or ~~arrange~~capital ~~for~~resources ~~debt~~that orare ~~other~~material ~~financing~~ to ~~fund our operations and other activities~~stockholders.

~~Critical~~Future ~~Accounting Policies~~Financings

~~Our~~We ~~financial~~will ~~statements~~continue ~~and~~to ~~accompanying~~rely ~~notes~~on ~~have~~equity ~~been~~sales ~~prepared~~of inour ~~accordance~~common ~~with~~shares ~~United~~in ~~States~~order ~~generally~~to ~~accepted~~continue ~~accounting~~to ~~principles~~fund ~~applied~~our onbusiness ~~a consistent basis~~operations. ~~The~~Issuances ~~preparation~~ of ~~financial~~additional ~~statements~~shares inwill ~~conformity~~result ~~with~~in ~~U.S.~~dilution ~~generally~~to ~~accepted~~existing ~~accounting~~stockholders. ~~principles~~There ~~requires~~is ~~management~~no toassurance ~~make~~that ~~estimates~~we ~~and~~will ~~assumptions~~achieve ~~that~~any ~~affect~~additional ~~the~~sales ~~reported amounts~~ of ~~assets and liabilities,~~ the ~~disclosure~~equity ofsecurities ~~contingent~~or ~~assets~~arrange ~~and~~for ~~liabilities~~debt ator ~~the~~other ~~date~~financing ofto ~~the~~fund ~~financial~~our ~~statements~~operations and ~~the~~other ~~reported amounts of revenues and expenses during the reporting periods~~activities.

WeCritical ~~regularly~~Accounting 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.Policies

~~Recently~~Our ~~Issued~~financial ~~Accounting~~statements ~~Pronouncements~~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.

~~The~~We ~~Company~~regularly ~~has~~evaluate ~~implemented~~the ~~all~~accounting ~~new~~policies ~~accounting~~and ~~pronouncements~~estimates that ~~are~~we inuse ~~effect~~to prepare our financial statements. ~~These~~A ~~pronouncements~~complete ~~did~~summary ~~not~~of ~~have~~these ~~any~~policies ~~material~~is ~~impact~~included onin the notes to our financial statements. ~~unless~~In ~~otherwise disclosed~~general, ~~and~~management's ~~the~~estimates ~~Company~~are ~~does~~based ~~not~~on ~~believe~~historical ~~that~~experience, ~~there~~on ~~are~~information ~~any~~from ~~other~~third ~~new~~party ~~accounting~~professionals, ~~pronouncements~~and ~~that~~on ~~have~~various ~~been~~other ~~issued~~assumptions that ~~might~~are ~~have~~believed ato ~~material~~be ~~impact~~reasonable onunder ~~its~~the ~~financial~~facts ~~position~~and orcircumstances. Actual results ofcould ~~operations~~differ from those estimates made by management.

~~ITEM~~Recently 3.Issued Accounting Pronouncements

~~QUANTITATIVE~~The ~~AND~~Company ~~QUALITATIVE~~has ~~DISCLOSURES~~implemented ~~ABOUT~~all ~~MARKET~~new ~~RISK~~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.

WeITEM ~~are~~3. aQUANTITATIVE ~~smaller~~AND ~~reporting~~QUALITATIVE ~~company~~DISCLOSURES asABOUT ~~defined~~MARKET ~~by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.~~RISK

~~ITEM~~We 4are 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.

~~CONTROLS AND PROCEDURES~~14

~~Evaluation~~ITEM of4. ~~Disclosure~~CONTROLS ~~Controls~~AND ~~and Procedures~~PROCEDURES

~~Disclosure~~Evaluation ~~controls~~of 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~~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 Chief 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"). Procedures

14Disclosure 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 Chief 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 ~~June~~September 30, 2014.

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.

PART II - —OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~LEGAL~~On ~~PROCEEDINGS~~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, reasonable attorney fees, forfeiture of the lease agreement, prejudgment interest and damages of $420 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, of which $38,000 has been accrued by the Company in accounts payable and accrued liabilities.

OnOther ~~November~~than 5,the ~~2010~~foregoing, ~~747~~we ~~Camden,~~know ~~LLC ("Plaintiff") filed an unlawful detainer complaint in the Superior Court~~ of ~~California~~no -material, ~~County~~existing ofor ~~Santa~~pending ~~Clara~~legal proceedings against ~~the~~our ~~Company~~company, ~~seeking~~nor toare ~~recover~~we ~~possession~~involved ~~of our corporate office~~ as ~~well~~a asplaintiff ~~past due rent~~ in ~~the~~any ~~amount~~material ofproceeding ~~$126,189.11,~~or ~~reasonable~~pending ~~attorney fees, forfeiture of the lease agreement, prejudgment interest and damages of $420~~litigation.06 ~~for~~There ~~each~~are ~~day~~no ~~that~~proceedings ~~the Company remained~~ in ~~possession~~which ~~from~~our ~~November 1~~director, ~~2010~~officer ~~through~~or ~~entry~~any ofaffiliates, ~~judgment.~~or ~~Judgment~~any ~~has~~registered ~~been~~or ~~entered~~beneficial inshareholder, ~~favor~~is ofan ~~Plaintiff~~adverse ~~for~~party ~~$139,000,~~or ~~of which $38,000~~ has ~~been~~a ~~accrued~~material byinterest ~~the~~adverse ~~Company~~to inour ~~accounts payable and accrued liabilities~~interest.

~~Other~~ITEM ~~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~~1A. ~~There~~RISK ~~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.~~FACTORS

~~ITEM~~We 1Aare 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.

~~RISK~~ITEM ~~FACTORS~~2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~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~~1.

~~ITEM~~Quarterly 2. Issuances:

~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~None.

12.

~~Quarterly~~Subsequent Issuances:

None.

2.15

~~Subsequent~~ITEM ~~Issuances:~~3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 34. MINE SAFTEY DISCLOSURES

~~DEFAULTS~~Not ~~UPON SENIOR SECURITIES~~Applicable.

~~None~~ITEM 5. OTHER INFORMATION

~~ITEM 4~~None.

~~MINE~~ITEM ~~SAFETY~~6. ~~DISCLOSURES~~EXHIBITS

Not Applicable.


Exhibit
Number	Description of Exhibit	Filing
3.01	Certificate of Incorporation	Filed with the SEC on March 19, 2007 as part of our Registration Statement on Form SB-2.
3.01(a)	Amended and Restated Certificate of Incorporation	Filed with the SEC on May 28, 2010 as part of our Current Report on Form 8-K.
3.02	Bylaws	Filed with the SEC on March 19, 2007 as part of our Registration Statement on Form SB-2.
4.01	2010 Share Incentive Plan	Filed with the SEC on August 23, 2010 as part of our Registration Statement on Form S-8.
4.02	Sample Qualified Stock Option Grant Agreement	Filed with the SEC on August 23, 2010 as part of our Registration on Form S-8.
4.03	Sample Non-Qualified Stock Option Grant Agreement	Filed with the SEC on August 23, 2010 as part of our Registration Statement on Form S-8.
4.04	Sample Performance-Based Award Agreement	Filed with the SEC on August 23, 2010 as part of our Registration Statement on Form S-8.
10.01	Share Exchange Agreement between School4Chauffeurs, Inc., POWRtec Corporation and POWRtec Corporation Shareholders	Filed with the SEC on May 17, 2010 as part of our Current Report on Form 8-K.
10.02	Convertible Promissory Note between the Company and Koryak Investments S.A. dated July 1, 2010	Filed with the SEC on August 16, 2010 as part of our Quarterly Report on Form 10-Q.
10.03	Promissory Note between the Company and The Management AB dated July 9, 2010	Filed with the SEC on August 16, 2010 as part of our Quarterly Report on Form 10-Q.
10.04	Nordic Advisory Board Agreement between the Company and Anders Sagadin dated December 1, 2010	Filed with the SEC on May 13, 2011 as part of our Quarterly Report on form 10-Q.
10.05	Nordic Advisory Board Agreement between the Company and Anders Rudlang dated December 1, 2010	Filed with the SEC on May 13, 2011 as part of our Quarterly Report on form 10-Q
10.06	First Extension to the Management AB Note dated January 9, 2011	Filed with the SEC on May 13, 2011 as part of our Quarterly Report on form 10-Q
10.07	Convertible Promissory Note between the Company and Asher Enterprises, Inc. dated March 15, 2011	Filed with the SEC on March 24, 2011 as part of our Current Report on Form 8-K.
10.08	Securities Purchase Agreement between the Company and Asher Enterprises, Inc. dated March 15, 2011	Filed with the SEC on March 24, 2011 as part of our Current Report on Form 8-K.
10.09	Subscription Agreement between the Company and Laurag Associates S.A. dated April 7, 2011.	Filed with the SEC on April 15, 2011 as part of our Annual Report on Form 10-K.

~~ITEM 5.~~16

OTHER INFORMATION


10.10	Second Extension to the Management AB Note dated April 9, 2011	Filed with the SEC on May 13, 2011 as part of our Quarterly Report on Form 10-Q.
10.11	Unsecured Promissory Note between the Company and Koryak Investments executed April 12, 2011	Filed with the SEC on May 13, 2011 as part of our Quarterly Report on Form 10-Q.
10.12	Securities Purchase Agreement between the Company and Asher dated May 19, 2011	Filed with the SEC on May 24, 2011 as part of our Current Report on Form 8-K.
10.13	Convertible Promissory Note dated May 19, 2011	Filed with the SEC on May 24, 2011 as part of our Current Report on Form 8-K.
10.14	Securities Purchase Agreement between the Company and Asher dated July 26, 2011	Filed with the SEC on July 28, 2011 as part of our Current Report on Form 8-K.
10.15	Convertible Promissory Note dated July 26, 2011	Filed with the SEC on July 28, 2011 as part of our Current Report on Form 8-K.
10.16	Consulting Agreement between the Company and Simon Westbrook entered into on August 3, 2011.	Filed with the SEC on March 30, 2012 as part of our Annual Report on Form 10-K.
16.01	Letter from Former Accountant Kyle L. Tingle, CPA, LLC, dated August 4, 2010	Filed with the SEC on August 11, 2010 as part of our Current Report on Form 8-K.
21.01	List of Subsidiaries	Filed with the SEC on May 17, 2010 as part of our Current Report on Form 8-K.
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.01	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
32.02	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
101.INS*	XBRL Instance Document	Filed herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

~~None~~* Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

1517

~~ITEM 6.~~SIGNATURES

~~EXHIBITS~~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.

Exhibit
Number	Description of Exhibit		Filing
3.01	Certificate of Incorporation		Filed with the SEC on March 19, 2007 as part of our Registration Statement on Form SB-2.
3.01(a)	Amended and Restated Certificate of Incorporation		Filed with the SEC on May 28, 2010 as part of our Current Report on Form 8-K.
3.02	Bylaws		Filed with the SEC on March 19, 2007 as part of our Registration Statement on Form SB-2.
4.01	2010 Share Incentive Plan		Filed with the SEC on August 23, 2010 as part of our Registration Statement on Form S-8.
4.02	Sample Qualified Stock Option Grant Agreement		Filed with the SEC on August 23, 2010 as part of our Registration on Form S-8.
4.03	Sample Non-Qualified Stock Option Grant Agreement		Filed with the SEC on August 23, 2010 as part of our Registration Statement on Form S-8.
4.04	Sample Performance-Based Award Agreement		Filed with the SEC on August 23, 2010 as part of our Registration Statement on Form S-8.
10.01	Share Exchange Agreement between School4Chauffeurs, Inc., POWRtec Corporation and POWRtec Corporation Shareholders		Filed with the SEC on May 17, 2010 as part of our Current Report on Form 8-K.
10.02	Convertible Promissory Note between the Company and Koryak Investments S.A. dated July 1, 2010		Filed with the SEC on August 16, 2010 as part of our Quarterly Report on Form 10-Q.
10.03	Promissory Note between the Company and The Management AB dated July 9, 2010		Filed with the SEC on August 16, 2010 as part of our Quarterly Report on Form 10-Q.
10.04	Nordic Advisory Board Agreement between the Company and Anders Sagadin dated December 1, 2010		Filed with the SEC on May 13, 2011 as part of our Quarterly Report on form 10-Q.
10.05	Nordic Advisory Board Agreement between the Company and Anders Rudlang dated December 1, 2010		Filed with the SEC on May 13, 2011 as part of our Quarterly Report on form 10-Q
10.06	First Extension to the Management AB Note dated January 9, 2011		Filed with the SEC on May 13, 2011 as part of our Quarterly Report on form 10-Q
10.07	Convertible Promissory Note between the Company and Asher Enterprises, Inc. dated March 15, 2011		Filed with the SEC on March 24, 2011 as part of our Current Report on Form 8-K.
10.08	Securities Purchase Agreement between the Company and Asher Enterprises, Inc. dated March 15, 2011		Filed with the SEC on March 24, 2011 as part of our Current Report on Form 8-K.
10.09	Subscription Agreement between the Company and Laurag Associates S.A. dated April 7, 2011.		Filed with the SEC on April 15, 2011 as part of our Annual Report on Form 10-K.
10.10	Second Extension to the Management AB Note dated April 9, 2011		Filed with the SEC on May 13, 2011 as part of our Quarterly Report on Form 10-Q.
10.11	Unsecured Promissory Note between the Company and Koryak Investments executed April 12, 2011		Filed with the SEC on May 13, 2011 as part of our Quarterly Report on Form 10-Q.
10.12	Securities Purchase Agreement between the Company and Asher dated May 19, 2011		Filed with the SEC on May 24, 2011 as part of our Current Report on Form 8-K.
10.13	Convertible Promissory Note dated May 19, 2011		Filed with the SEC on May 24, 2011 as part of our Current Report on Form 8-K.
10.14	Securities Purchase Agreement between the Company and Asher dated July 26, 2011		Filed with the SEC on July 28, 2011 as part of our Current Report on Form 8-K.
10.15		Convertible Promissory Note dated July 26, 2011	Filed with the SEC on July 28, 2011 as part of our Current Report on Form 8-K.
10.16		Consulting Agreement between the Company and Simon Westbrook entered into on August 3, 2011.	Filed with the SEC on March 30, 2012 as part of our Annual Report on Form 10-K.
16.01	Letter from Former Accountant Kyle L. Tingle, CPA, LLC, dated August 4, 2010		Filed with the SEC on August 11, 2010 as part of our Current Report on Form 8-K.
21.01	List of Subsidiaries		Filed with the SEC on May 17, 2010 as part of our Current Report on Form 8-K.
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14		Filed herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14		Filed herewith.

POWRTEC INTERNATIONAL CORP.

16Dated: November 10, 2014

32.01	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
32.02	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
101.INS*	XBRL Instance Document	Filed herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

/s/ Grant Jasmin

*PursuantBy: toGrant Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.Jasmin

~~SIGNATURES~~Its: President, Chief Executive Officer, and Secretary

~~Pursuant~~Dated: toNovember ~~the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934~~10, ~~the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~ 2014

~~POWRTEC~~/s/ ~~INTERNATIONAL~~Simon ~~CORP.~~Westbrook

~~Dated~~By: ~~August~~ ~~12, 2014~~Simon Westbrook

~~/s/~~Its: ~~Grant~~Chief ~~Jasmin~~Financial Officer, Principal Accounting Officer, and Treasurer

~~By:~~Pursuant ~~Grant~~to ~~Jasmin~~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:

~~Its~~Dated: ~~President,~~November ~~Chief Executive Officer~~10, ~~and Secretary~~2014

~~Dated: August~~/s/ ~~12,~~Grant ~~2014~~Jasmin

~~/s/~~By: ~~Simon~~Grant ~~Westbrook~~Jasmin

ByIts: ~~Simon~~ ~~Westbrook~~Director

~~Its: Chief Financial Officer, Principal Accounting Officer, and Treasurer~~18

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: August 12, 2014

/s/ Grant Jasmin

By: Grant Jasmin

Its: Director

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