CarbonMeta Technologies, Inc. - Quarter Report: 2010 March (Form 10-Q)

cowi_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE OF 1934

For the quarterly period ended March 31, 2010

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ________________ TO _________________

COMMISSION FILE NUMBER: 000-33231

COROWARE, INC.

(EXACT NAME OF THE COMPANY AS SPECIFIED IN ITS CHARTER)

Delaware		95-4868120
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation)		Identification No.)

4056 148th Avenue NE

Redmond, WA 98052

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(800) 641-2676

(ISSUERREGISTRANT TELEPHONE NUMBER)

Indicate by check mark whether the Company (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 Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o 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). þ Yes o 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 o Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company Smaller reporting company þ

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

As of May 14, 2010 there were 14,323,614 shares of the issuer's $.001 par value common stock issued and outstanding.

EXPLANATORY NOTE

All common share amounts and per share amounts in the accompanying financial statements and in this Quarterly Report on Form 10-Q for the three months ended March 31, 2010 reflect the one-for-three hundred reverse stock split of the issued and outstanding shares of common stock of the Company, effective on April 8, 2009.

COROWARE, INC.

March 31, 2010 QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION				PAGE
	Item 1.	Consolidated Financial Statements		1
			Consolidated Balance Sheets at March 31, 2010 (Unaudited) and December 31, 2009	1
			Unaudited Consolidated Statements of Operations for the three months ended March 31, 2010 and 2009	2
			Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and 2009	3
			Notes to Unaudited Consolidated Financial Statements	5
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		9
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		11
	Item 4.	Controls and Procedures		12

PART II – OTHER INFORMATION
	Item 1.	Legal Proceedings		13
	Item 1A.	Risk Factors		13
	Item 2.	Unregistered Sales of Equity Securities and Use of Funds		13
	Item 3.	Defaults Upon Senior Securities		13
	Item 4.	Submission of Matters to a Vote of Security Holders		13
	Item 5.	Other Information		13
	Item 6.	Exhibits		13

SIGNATURES				14

COROWARE, INC.

CONSOLIDATED BALANCE SHEETS

	March 31, 2010			December 31, 2009
ASSETS
Current assets:	(Unaudited)
Cash	$	20,487		$	3,493
Accounts receivable, net		129,416			189,115
Other current assets		19,786			35,651
Total current assets		169,689			228,259

Property and equipment, net		43,795			47,395
Intangible assets, net		31,031			37,681
Other assets, net		4,815			4,815
Deferred financing costs, net		-			6,250

TOTAL ASSETS	$	249,330		$	324,400

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Lines of credit	$	124,680		$	123,696
Accounts payable and accrued expenses		3,180,700			2,968,131
Accrued expenses, related parties		117,000			88,438
Notes payable		317,732			357,732
Notes payable, related parties		423,132			408,229
Derivative liability		1,365,022			2,249,038
Current maturities of convertible debt, net of discount		2,394,729			2,424,391
Redeemable preferred stock, Series B, $.001 par value, 10,000,000
shares authorized, 159,666 shares issued and outstanding as of
March 31, 2010 and December 31, 2009		200,028			274,251
Current maturities of long-term debt		982,450			989,100
Total current liabilities		9,105,473			9,883,006
Total liabilities		9,105,473			9,883,006

Stockholders’ deficit:
Common stock, $.001 par value, 900,000,000 shares authorized,
9,245,454 and 4,506,191 shares issued and outstanding at
March 31, 2010 and December 31, 2009, respectively		9,245			4,506
Additional paid-in capital		15,075,477			14,901,673
Accumulated deficit		(23,905,165	)		(24,429,085	)
Treasury stock		(35,700	)		(35,700	)
Total stockholders’ deficit		(8,856,143	)		(9,558,606	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	249,330		$	324,400

The accompanying notes are an integral part of these consolidated financial statements.

COROWARE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months ended March 31, 2010 and 2009 (Unaudited)

	2010			2009

Revenues	$	545,809		$	657,989
Cost of revenues		440,436			415,488
Gross profit		105,373			242,501
Operating expenses:
General and administrative		221,777			222,776
Sales and marketing		30,714			15,685
Depreciation and amortization		10,250			62,774
Total operating expenses		262,741			301,235

Loss from operations		(157,368	)		(58,734	)


Other income (expense):
Derivative income (expense)		936,711			(1,585,459	)
Interest expense, net		(277,381	)		(420,642	)
Gain on debt redemptions		21,958			-
Total other income (expense)		681,288			(2,006,101	)

Net income (loss)	$	523,920		$	(2,064,835	)

Net loss per share:
Basic	$	0.08		$	(0.70	)
Diluted	$	0.07			n/a
Weighted average shares outstanding:
Basic		6,894,901			2,929,176
Diluted		7,157,401			n/a

The accompanying notes are an integral part of these consolidated financial statements.

COROWARE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months ended March 31, 2010 and 2009
(Unaudited)

	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	523,920		$	(2,064,835	)
Adjustments to reconcile net loss to net cash flows
from operating activities:
Depreciation and amortization		10,250			62,774
Stock option expense		7,043			14,669
Amortization of debt discount		59,444			340,950
Amortization of deferred financing costs		6,250			35,599
Derivative (income) loss		(936,711	)		1,585,459
Gain on debt redemptions		(21,958	)		-
Common stock issued for services		33,822			-
Gain on settlement of liabilities with stock		(12,798	)		-
Gain on partial settlement of mortgage note		(6,650	)		-
Changes in operating assets and liabilities:
Accounts receivable, net		59,699			(110,317	)
Other current assets, net		15,865			1,489
Accounts payable and accrued expenses		302,931			29,425
NET CASH FLOWS FROM OPERATING ACTIVITIES		41,107			(104,787	)

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment		-			(12,705	)
NET CASH FLOWS FROM INVESTING ACTIVITIES		-			(12,705	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from lines of credit, net		984			85,526
Payments on notes payable		(40,000	)		(5,268	)
Payments on notes payable, related party		(5,097	)		(5,000	)
Proceeds from notes payable		-			500
Proceeds from notes payable, related party		20,000			39,000
NET CASH FLOWS FROM FINANCING ACTIVITIES		(24,113	)		114,758

NET INCREASE (DECREASE) IN CASH		16,994			(2,734	)
Cash, beginning of period		3,493			32,142
Cash, end of period	$	20,487		$	29,408

Continued.

COROWARE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

For the Three Months ended March 31, 2010 and 2009

(Unaudited)

	2010		2009

SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	$	-	$	14,439
Income taxes paid	$	-	$	-

NON-CASH INVESTING AND FINANCING TRANSACTIONS
Common stock issued for redemption of convertible debentures	$	69,965	$	-
Common stock issued in satisfaction of accrued liabilities	$	67,713	$	-

The accompanying notes are an integral part of these consolidated financial statements.

COROWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements of CoroWare, Inc. (“CoroWare” or “the Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with the SEC on Form 10-K for the year ended December 31, 2009. The consolidated financial statements include the accounts of the Company and its wholly-owned operating subsidiary, CoroWare Technologies, Inc. Also included in the consolidated statements are the Company’s inactive wholly-owned subsidiaries, Innova Robotics, Inc., Robotic Workspace Technologies, Inc., and Robotics Software Service, Inc. (herein referred to as the “Subsidiaries”). In the opinion of management, all adjustments consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended December 31, 2009 as reported in Form 10-K have been omitted.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Pronouncements

Management does not expect the impact of any other recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

NOTE 3 – FINANCIAL CONDITION AND GOING CONCERN

The Company has incurred losses from operations for the three months ended March 31, 2010 and 2009 of $157,491 and $58,734, respectively. Because of these losses, the current working capital deficit, and the projection of additional losses for 2010, the Company will require additional working capital to develop its business operations.

The Company intends to raise additional working capital through the use of private placements, public offerings, bank financing and/or related party financings.

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placements, public offerings, bank financing and/or related party financing necessary to support the Company's working capital requirements. To the extent that funds generated from operations, any private placements, public offerings, bank financing and/or related party financings are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available or, if available, will be on terms acceptable to the Company.

These conditions raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 - CONVERTIBLE DEBT

The following table illustrates the carrying value of convertible debt:

	March 31, 2010						December 31, 2009
	Principal		Discount		Carrying Value		Principal		Discount			Carrying Value
$2,825,000 financing	$	1,494,729	$	-	$	1,494,729	$	1,564,949	$	(8,277	)	$	1,556,672
$ 600,000 financing		600,000		-		600,000		600,000		(17,888	)		582,112
$ 300,000 financing		300,000		-		300,000		300,000		(14,393	)		285,607
	$	2,394,729	$	-	$	2,394,729	$	2,464,949	$	(40,558	)	$	2,424,391

The following tables illustrate the fair value adjustments that were recorded related to the derivative financial instruments associated with the convertible debenture financings:

	Three Months ended March 31, 2010
Derivative income (expense)	Inception		Fair Value Adjustments		Redemptions			Total
$2,825,000 financing	$	-	$	666,182	$	(21,703	)	$	644,479
$ 600,000 financing		-		217,412		-			217,412
$ 300,000 financing		-		597		-			597
Preferred stock, Series B		-		74,223		-			74,223
	$	-	$	958,414	$	(21,703	)	$	936,711

	Three Months ended March 31, 2009
Derivative income (expense)	Inception		Fair Value Adjustments			Redemptions		Total
$2,825,000 financing	$	-	$	(1,094,881	)	$	-	$	(1,094,881	)
$ 600,000 financing		-		(370,193	)		-		(370,193	)
$ 300,000 financing		-		(13,622	)		-		(13,622	)
Preferred stock, Series B		-		(106,763	)		-		(106,763	)
	$	-	$	(1,585,459	)	$	-	$	(1,585,459	)

The following table illustrates the components of derivative liabilities at March 31, 2010:

	Compound Derivative		Warrant Liability		Other warrants		Total
$2,825,000 financing		970,557		226	$	-		970,783
$ 600,000 financing		388,318		4,988		-		393,306
$ 300,000 financing		-		933		-		933
		1,358,875		6,147	$	-		1,365,022

All of our financings with Yorkville have matured and are currently in default. As such, all amounts of unpaid principal and interest are due and payable.

The following table summarizes the number of common shares indexed to the derivative financial instruments as of March 31, 2010:

Financing or other contractual arrangement:	Conversion Features		Warrants		Total
$2,825,000 Convertible note financing		69,325,500		8,333		69,333,833
$ 600,000 Convertible note financing		27,737,024		262,500		27,999,524
$ 300,000 Convertible note financing		64,038		33,333		97,371
		97,126,562		304,166		97,430,728

The embedded conversion features associated with our convertible debentures are valued based on the number of shares that are indexed to that liability. Keeping the number of shares constant, the liability associated with the embedded conversion features increases as our share price increases and, likewise, decreases when our share price decreases. In the same manner, derivative expense is created when our share price increases and derivative income is created when our share price decreases. During the quarter ended March 31, 2010, Yorkville converted $50,300 of principal into 2,002,365 shares of the Company’s common stock. A gain of $21,958 was recognized on the conversion.

All of the Company’s convertible debt instruments are past due and in default. However, the terms of the agreements allow conversion of the debt during periods of default. In computing the derivative liability associated with the conversion, one of the inputs is maturity of the instruments which, in this case, is technically in the past. Accordingly, the management has estimated a debt maturity date of ten months form the period-end date for purposes of the derivative liability calculation.

NOTE 5 - OTHER STOCKHOLDERS’ EQUITY

a)	Stock Options:

The following table summarizes stock option activity:

	Total Options		Weighted Average Price
Outstanding, December 31, 2009		38,528	$	2.97
Granted		-
Cancelled		-
Exercised		-
Outstanding, March 31, 2010		38,528	$	2.97
Exercisable at March 31, 2010		34,759

b)	Outstanding warrants:

At March 31, 2010, the Company had the following warrants outstanding:

	Grant Date	Expiration Date	Warrants Granted		Exercise Price
$2,825,000 financing	07/21/06	07/21/11		8,333	$	6.00
$ 300,000 financing	03/19/08	03/19/13		33,333	$	6.00
				41,666

c)	Reverse stock split:

All common share amounts and per share amounts in the accompanying financial statements for the three months ended March 31, 2009 reflect retroactive application of the one-for-three hundred reverse stock split of the issued and outstanding shares of common stock of the Company, effective April 8, 2009.

d)	Issuance of common stock:

The following table summarizes common stock issued for services during the quarter ended March 31, 2010:

	Shares		Value
Employee compensation		509,600	$	20,006
Professional fees		337,118		13,816
		846,718	$	33,822

e)	Dividends on preferred stock:

At March 31, 2010 and December 31, 2009, there were cumulative undeclared dividends to Preferred Series B shareholders of $25,946 and $23,950, respectively, the obligation for which is contingent on declaration by the board of directors.

NOTE 6 – RELATED PARTY TRANSACTONS

During the period ended March 31, 2010, the Company received advances of $20,000 from directors of the Company.

NOTE 7 – SUBSEQUENT EVENTS

The Company issued the following shares subsequent to March 31, 2010:

Shares issued for services and stock based compensation			3,022,685
Shares issued in connection with redemptions on our convertible debentures			1,225,625
Shares issued in satisfaction of payables			829,850
			5,078,160

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may" "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. These statements are only predictions. Actual events or results may differ materially from those in the forward-looking statements as a result of various important factors. Although we believe that the expectations reflected in the forward-looking statements are reasonable, they should not be regarded as a representation by CoroWare, Inc., or any other person, that such expectations will be achieved. The business and operations of CoroWare, Inc. are subject to substantial risks, which increase the uncertainty inherent in the forward-looking statements contained in this report.

BACKGROUND

CoroWare, Inc ("CoroWare" or "the Company") is a public holding company whose principal subsidiary, CoroWare Technologies, Inc. ("CTI"), has expertise in information technology consulting, mobile robotics, and affordable telepresence. Through its subsidiary, the Company delivers custom engineering services, hardware and software products, and subscription services that benefit customers in North America, Europe, Asia and the Middle East. Their customers span multiple industry sectors and comprise universities, software and hardware product development companies, and non-profit organizations. The company also maintains a Near Shore practice which is comprised of multiple subcontracting companies with whom the company maintains close working relationships. Through these relationships, the Company is able to provide services in South America.

COROWARE TECHNOLOGIES, INC.

CTI is a software professional services company with a strong focus on Information Technology integration and robotics integration, business automation solutions, and unmanned systems solutions to its customers in North America and Europe.

CTI’s expertise includes the deployment and integration of computing platforms and applications, as well as the development of unmanned vehicle software and solutions for customers in the research, commercial, and homeland security market segments. CTI shall continue to offer its high value software systems development and integration services that complement the growing trend in outsourced software development services in Asia, Latin America and Eastern Europe.

CoroWare Technologies comprises three separately managed lines of business:

·	CoroWare Business Solutions: IT and lab management; software architecture, design and development; content delivery; partner and program management.

·	Robotics and Automation: Custom engineering such as visualization, simulation and software development; and mobile robot platforms for university, government and corporate researchers.

·	Telepresence: High definition video conferencing products, solutions and subscription services.

The Company’s revenues are principally derived from standing contracts that include Microsoft (partner management and IT professional services), a European auto manufacturer (simulation software custom development), and other customers whose product development groups require custom software development and consulting companies. Existing contract revenues vary month by month based on the demands of the clients. The Company’s telepresence effort is in the early stages of growth and will require additional working capital to compete effectively against new entrants in this rapidly growing market.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2010 COMPARED TO THREE MONTHS ENDED MARCH 31, 2009:

During the three-month period ended March 31, 2010 (the "2010 Period") revenues were $545,809 compared to revenues of $657,989 during the three-month period ended March 31, 2009 (the "2009 Period"). Our revenues decreased compared to the previous year as customers delayed spending in January and February on software development, infrastructure deployment and product purchases.

Cost of revenues was $440,436 for the 2010 Period compared to $415,488 for the 2009 Period. Cost of revenues represents primarily labor and labor-related costs in addition to overhead costs. Management made a concerted effort during the past 12 months to reduce our cost of revenues and increase our gross profit. Gross profit on these 2010 revenues amounted to $105,373 (19% gross profit percentage) compared to $242,501 (37% gross profit percentage) for the 2009 Period revenues. The reduced gross profit percentage resulted from our investment of consulting resources into our telepresence initiative that we believe will result in new business in the coming months.

Operating expenses were $262,864 during the 2010 Period compared to $301,235 during the 2009 Period. Selling, general and administrative operating expenses were lower in the 2010 Period due to the reduction in costs related to officers’ salaries, rent and related expenses, travel and entertainment.

Loss from operations was $157,491 during the 2010 Period compared to $58,734 in the 2009 Period. We believe the increase in this loss to be a direct result of increasing our investment in telepresence to increase sales in combination with our cost cutting measures to increase operational efficiency.

Other income (expense) was $681,288 during the 2010 Period compared to ($2,006,101) in the 2009 Period. Other income (expense) is comprised primarily of derivative income (expense) and amortization of debt discount and deferred finance costs. Derivative income in the 2010 Period was $936,711 compared to derivative expense of $1,585,459 in the 2009 Period. The embedded conversion features associated with our convertible debentures are valued based on the number of shares that are indexed to that liability. Keeping the number of shares constant, the liability associated with the embedded conversion features increases as our share price increases and, likewise, decreases when our share price decreases. Derivative income (expense) displays the inverse relationship. The derivative income in the 2010 Period is the result of the decrease in our stock price on the measurement dates during the three month period ($0.08 at December 31, 2009 versus $0.028 at March 31, 2010). The derivative expense in the 2009 Period is the direct result of the increase in our stock price on the measurement dates during the three month period ($0.03 at December 31, 2008 versus $0.18 at March 31, 2009). An increase in the stock price resulted in an increased value of the embedded conversion feature (using the Monte Carlo calculator) which resulted in derivative expense. Interest expense for the three month 2010 Period is $277,381 compared to $420,642 for the three month 2009 Period. The decrease in interest expense is a direct result of the amortization of debt discount on the convertible debt. The debt discount was amortized using the effective interest method. Under this method, the amount of amortization increased exponentially as the underlying carrying value of the amortized debt increased. The debt discounts associated with the $2.8 million financing and the $600,000 financing finished amortizing in the fourth quarter of 2009.

Net income for the 2010 Period was $523,797 compared to net loss of $2,064,835 for the 2009 Period.

Basic weighted average shares outstanding were 6,894,901 during the 2010 Period compared to 2,929,176 in the 2009 Period. Fully diluted weighted average shares outstanding were 7,157,401 for the 2010 Period. There is no fully diluted calculation for the 2009 Period as the effect would have been anti-dilutive.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2010, we had current assets of $169,689, current liabilities of $9,105,473, negative working capital of $8,935,784 and an accumulated deficit of $23,905,165.

We presently do not have any available credit, bank financing or other external sources of liquidity. We will need to obtain additional capital in order to expand operations and become profitable. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. There can be no assurance that we will be successful in obtaining additional funding. We will still need additional capital in order to continue operations until we are able to achieve positive operating cash flow. Additional capital is being sought, but we cannot guarantee that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. If we do not obtain additional capital, we may cease operations.

However, even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.

OFF-BALANCE SHEET ARRANGEMENTS

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

CONTRACTUAL OBLIGATIONS

The following table sets forth the contractual obligations of the Company as of December 31, 2009:

	Payments due by Period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Convertible debt, net	$	2,468,525	$	2,468,525	$	-	$	-	$	-
Notes payable		357,732		357,732		-		-		-
Notes payable, related parties		408,229		408,229		-		-		-
Operating leases		68,751		27,482		41,269		-		-
Long –term debt		989,100		989,100
Total	$	4,292,337	$	4,251,068	$	41,269	$	-	$	-

EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS

Refer to Form 10-K for the year ended December 31, 2009.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

With the participation of Lloyd T. Spencer, who serves as the Chief Executive Officer (the principal executive officer) and Interim Chief Financial Officer (the principal financial officer); the Company’s management has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the quarterly period covered by this Quarterly Report on Form 10-Q. As of the end of the period covered by this Report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, our chief executive officer and interim chief financial officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. The ineffectiveness of our disclosure controls and procedures is the result of certain deficiencies in internal controls constituting material weaknesses as discussed below.

The Company has historically had limited operating revenue and, as such, all accounting and financial reporting operations have been and are currently performed by a limited number of individuals. The parties that perform the accounting and financial reporting operations are the only parties with any significant knowledge of generally accepted accounting principles. Thus, we lack segregation of duties in the period-end financial reporting process. This lack of additional accounting/auditing staff with significant knowledge of generally accepted accounting principles in order to properly segregate duties could result in ineffective oversight and monitoring and the possibility of a misstatement within the financial statements. However, the material weaknesses identified did not result in the restatement of any previously reported financial statements or any other related financial disclosure, nor does management believe that it had any effect on the accuracy of the Company's financial statements for the current reporting period.

The Company is currently reviewing its policies and is evaluating its disclosure controls and procedures so that it will be able to determine the changes it can and should make to make such controls more effective.

Changes in Internal Controls over Financial Reporting

No changes in the Company's internal control over financial reporting have come to management's attention during the company's last fiscal quarter that have materially affected, or are likely to materially affect, the company's internal control over financial reporting, except that we were unable to timely file our 10K for the year ending December 31, 2009.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF FUNDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

(a)	No material default in the payment of principal, interest, a sinking fund or purchase fund installment, or any other material default not cured within 30 days exists as of the balance sheet date.

(b)	As of the balance sheet date the company is in arrears in the payment of dividends related to its Series B preferred stock in the amount of $15,969.

(c)

As of July 21, 2009, we are in default on our Secured Convertible Debenture presently held by Yorkville Advisors, LLC. The first tranche of this debenture was issued on July 21, 2006 in the original principal amount of $1,250,000 and the second tranche was issued on August 21, 2006 in the original principal amount of $575,000. The debenture accrued interest at 10% per annum thru March 25, 2008 at which time the interest rate was increased to 14% per annum. The debenture is convertible at the option of the holder into shares of CoroWare, Inc. common stock.

(d)	As of September 25, 2009, we are in default on our Secured Convertible Debenture presently held by Yorkville Advisors, LLC in the face amount of $600,000. The debenture accrued interest at 14% per annum and is convertible at the option of the holder into shares of CoroWare, Inc. common stock.

(e)	As of March 19, 2010, we are in default on our Secured Convertible Debenture presently held by Yorkville Advisors, LLC in the face amount of $300,000. The debenture accrued interest at 14% per annum and is convertible at the option of the holder into shares of CoroWare, Inc. common stock.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

ITEM 6. EXHIBITS

31		Certification of Periodic Financial Reports by Lloyd Spencer in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002
32		Certification of Periodic Financial Reports by Lloyd Spencer in satisfaction of Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. Section 1350

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CoroWare, Inc.

Dated: May 24, 2010	By:	/s/ Lloyd T. Spencer
		Lloyd T. Spencer, Chief Executive Officer and
		Interim Chief Financial Officer
		(Principal Executive Officer and Principal Accounting and Financial Officer)