UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2013

 

¨ 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: 333-173040

 

INVENTTECH INC.

 

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction

of Incorporation or organization)

 

7372

Primary Standard Industrial

Classification Code Number

 

46-0525350

(IRS Employer Identification No.)

 

1736 Angel Falls Street

Las Vegas, NV 89142-1230

(Address of principal executive offices

And zip code)

 

(209) 694-4885

(Registrant's telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

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

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 x No ¨

 

As of May 15, 2013 there were 145,500,000 shares of the issuer's common stock outstanding.

 

 
 

 

INVENTTECH, INC.

FORM 10-Q

 

INDEX

 

    PAGE
PART I—FINANCIAL INFORMATION    
     
Item 1.  Financial Statements   2
     
Balance Sheets as of March 31, 2013 and December 31, 2012 (Unaudited)   2
     
Statements of Operations - For the three months ended March 31, 2013 and 2012 and from Inception (April 29, 2010) through March 31, 2013 (Unaudited)   3
     
Statements of Cash Flows - For the three months ended March 31, 2013 and 2012 and from Inception (April 29, 2010) through March 31, 2013 (Unaudited)   4
     
Notes to Financial Statements (Unaudited)   5
     
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations   7
     
Item 3.  Quantitative and Qualitative Disclosures About Market Risk   10
     
Item 4.  Controls and Procedures   10
     
PART II—OTHER INFORMATION    
     
Item 1.  Legal Proceedings   11
     
Item 1A.  Risk Factors   11
     
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds   11
     
Item 3.  Defaults Upon Senior Securities   11
     
Item 4.  (Removed and Reserved)   11
     
Item 5.  Other Information   11
     
Item 6.  Exhibits   11
     
Signature Page   13

 

1
 

 

PART I – FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

INVENTTECH INC.

(An Development Stage Company)

Balance Sheets

 

   March 31,   December 31, 
   2013   2012 
   (Unaudited)     
ASSETS          
CURRENT ASSETS          
           
Cash and cash equivalents  $935   $953 
           
Total Current Assets   935    953 
           
TOTAL ASSETS  $935   $953 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
           
CURRENT LIABILITIES          
           
Accounts payable  $2,621   $1,019 
Accounts payable - related party   28,208    27,458 
           
Total Current Liabilities   30,829    28,477 
           
STOCKHOLDERS' DEFICIT          
           
Preferred stock, 50,000,000 shares authorized at par value of $0.0001, no shares issued and outstanding   -    - 
Common stock, 100,000,000 shares authorized at par value of $0.0001, 145,500,000 issued and outstanding, respectively   14,550    485 
Additional paid-in capital   28,350    42,415 
Deficit accumulated during the development stage   (72,794)   (70,424)
           
Total Stockholders' Deficit   (29,894)   (27,524)
           
TOTAL LIABILITIES AND STOCKHOLDERS'  DEFICIT  $935   $953 

 

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

 

2
 

 

INVENTTECH INC.

(An Development Stage Company)

Statement of Operations

(Unaudited)

 

       From 
       Inception on 
   For the Three Months Ended   April 29, 2010 
   March 31,   through 
   2013   2012   March 31, 2013 
             
REVENUES  $-   $-   $- 
COST OF SALES   -    -    - 
GROSS MARGIN   -    -    - 
                
OPERATING EXPENSES               
                
General and administrative   2,370    5,469    72,794 
                
Total Operating Expenses   2,370    5,469    72,794 
                
LOSS FROM OPERATIONS   (2,370)   (5,469)   (72,794)
                
PROVISION FOR INCOME TAXES   -    -    - 
                
NET LOSS  $(2,370)  $(5,469)  $(72,794)
                
BASIC AND DILUTED LOSS PER SHARE  $(0.00)  $(0.00)     
                
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED   4,850,000    4,850,000      

 

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

 

3
 

 

INVENTTECH INC.

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

  

       From 
           Inception on 
   For the Three Months Ended   April 29, 2010 
   March 31,   through 
   2013   2012   March 31, 2013 
             
OPERATING ACTIVITIES               
                
Net loss  $(2,370)  $(5,469)  $(72,794)
Adjustments to reconcile net loss to net cash used in operating activities:               
Changes in operating assets and liabilities:               
Prepaid expenses   -    -    - 
Accounts payable   1,602    (3,849)   2,621 
Net Cash Used in Operating Activities   (768)   (9,318)   (70,173)
                
INVESTING ACTIVITIES   -    -    - 
                
FINANCING ACTIVITIES               
                
Proceeds from loans payable-related parties   750    9,300    37,808 
Repayment of loans payable-related parties   -    (600)   (9,600)
Proceeds from private placements   -    -    42,900 
Net Cash Provided by Financing Activities   750    8,700    71,108 
                
NET INCREASE (DECREASE) IN CASH   (18)   (618)   935 
CASH AT BEGINNING OF PERIOD   953    668    - 
                
CASH AT END OF PERIOD  $935   $50   $935 
                
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION               
                
CASH PAID FOR:               
Interest  $-   $-   $- 
Income taxes  $-   $-   $- 

 

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

 

4
 

 

INVENTTECH INC.

(A Development Stage Company)

Notes to the Unaudited Financial Statements

March 31, 2013 and December 31, 2012

 

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  

Nature of Business

 

Inventtech Inc. (the “Company”) was incorporated in the State of Nevada on April 29, 2010. The Company is engaged in offering an interactive web-based Social media program designed for schools, and solely to be used by members of a particular school. The Company has no revenues and limited operations. The Company is classified as a development stage company since it has not earned any revenue from its planned operations and is devoting most of its efforts to developing its website, finalizing the design and development of its software, and raising capital.

 

Basis of Presentation

 

The unaudited financial statements as of March 31, 2013 and for the nine months ended March 31, 2013 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission  (SEC) Regulation S-X rule 8-03. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of March 31, 2013 and the results of operations and cash flows for the periods then ended. The financial data and other information disclosed in these notes to the interim financial statements related to the period are unaudited. The results for the three month period ended March 31, 2013, are not necessarily indicative of the results to be expected for any subsequent quarters or for the entire year ending December 31, 2012. The balance sheet at December 31, 2011 has been derived from the audited financial statements at that date.

  

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

 

Recent Accounting Pronouncements

 

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

 

NOTE 2 - GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern.  However, the Company has not generated revenue since its inception and has an accumulated deficit of $72,794 at March 31, 2013.  The Company currently has limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

Management anticipates that the Company will be dependent, for the near future, on additional investment capital, primarily from its shareholders, to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

 

5
 

 

Management anticipates that the Company will be dependent, for the near future, on additional investment capital, primarily from its shareholders, to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

  

NOTE 3 – RELATED PARTY TRANSACTIONS

  

The Company owes a director $28,208 and $27,458 as of March 31, 2013 and December 31, 2012, respectively, for expenses paid on its behalf. The liability is non-interest bearing, unsecured and has no fixed date for repayment.

  

NOTE 4 – SUBSEQUENT EVENTS

  

On April 23, 2013 the Company amended its Articles of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000.

  

On May 6, 2013, upon approval from the Financial Industry Regulatory Authority (“FINRA”), Inventtech, Inc. (the “Company”) effected a 30 for 1 forward stock split by way of a stock dividend, of all of its issued and outstanding shares of common stock (the “Stock Split”). The Stock Split will increase the number of the Company’s issued and outstanding common stock to 145,500,000, from the current 4,850,000. The Stock Split will not affect the number of the Company’s authorized common stock or its par value, which remain at 200,000,000 and $0.0001 par value per share, respectively and will not affect the number of the Company’s authorized preferred stock or its par value, which remain at 50,000,000 and $0.0001 par value per share, respectively. In accordance with ASC 505, the effect of the forward stock split has been retroactively applied to these financial statements.

 

In accordance with ASC 855 the Company’s management reviewed all material events through the date these financial statements were available to be issued, and there are no other material subsequent events to report.

 

6
 

 

Item 2.  Management's Discussion and Analysis or Plan of Operations.

 

The following discussion and analysis of our financial condition is as of March 31, 2013. Our results of operations should be read in conjunction with our unaudited financial statements and notes thereto included elsewhere in this quarterly report on Form 10-Q and the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012.

 

Forward-Looking Statements

 

Some of the statements contained in this report discuss future expectations, contain projections of results of operations or financial condition, or state other "forward-looking" information. The words "believe," "intend," "plan," "expect," "anticipate," "estimate," "project," "goal" and similar expressions identify such a statement was made. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and is derived using numerous assumptions. Factors that might cause or contribute to such a discrepancy include, but are not limited to the risks discussed in this and our other Securities and Exchange Commission (“SEC”) filings. We do not take any responsibility to update forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those statements except as otherwise provided by law. Future events and actual results could differ materially from those expressed in, contemplated by, or underlying such forward-looking statements.

 

Background and Prior Operations

 

Inventtech, Inc. (“we,” “us,” “Inventtech”, the “Company,” and words of similar meaning) was incorporated in the State of Nevada on April 29, 2010. On April 23, 2013, we amended and restated our articles of incorporation to (i) increase the number of authorized shares of our common stock to two hundred million (200,000,000), with a par value of $0.0001, and (ii) changed the name of the corporation to “Ener-Core, Inc.” (the “Name Change”). The Board of Directors also authorized a forward stock split of our issued and outstanding shares of common stock on a 30 for 1 share basis in the form of a stock dividend (the “Stock Split”).

 

On May 6, 2013, upon approval from the Financial Industry Regulatory Authority (“FINRA”), Inventtech effected a 30 for 1 forward stock split by way of a stock dividend, of all of its issued and outstanding shares of common stock (the “Stock Split”). The Stock Split will increase the number of the Company’s issued and outstanding common stock to 145,500,000, from the current 4,850,000. The Stock Split will not affect the number of the Company’s authorized common stock or its par value, which remains at 200,000,000 and $0.0001 par value per share, respectively and will not affect the number of the Company’s authorized preferred stock or its par value, which remain at 50,000,000 and $0.0001 par value per share, respectively. In accordance with ASC 505, the effect of the forward stock split has been retroactively applied to these financial statements.

 

In accordance with the rules and regulations promulgated by FINRA, the Name Change will be deemed ratified and effective only upon FINRA approval, which is still pending as of the date of filing of this Quarterly Report on Form 10-Q.

 

Our offices are currently located at: 1736 Angel Falls Street, Las Vegas, Nevada  89142-1230. Our telephone number is 1-209-694-4885.

 

Our initial goal was to develop a web based peer-to-peer (i.e., person to person) chat software for use by schools (the “School Chat Software”).  This software was intended to allow students to stay connected to their school friends and teachers in a secure and controlled environment, free from outside influences. The software would allow the students to chat in one or more school chat rooms and share content, such as pictures, videos and music.  The School Chat Software would also act as a database, or yearbook, so that students would be able to access their treasured memories in the future, and would help teachers and students build and maintain relationships over time. 

 

However, to date, we have been unable to raise additional funds to implement our operations, and we do not believe that we currently have sufficient resources to do so without additional funding. As a result of the current difficult economic environment and our lack of funding to implement our business plan, our Board of Directors has begun to analyze strategic alternatives available to our Company to continue as a going concern. Such alternatives include raising additional debt or equity financing or consummating a merger or acquisition with a partner that may involve a change in our business plan.

 

7
 

 

Although our Board of Directors’ preference would be to obtain additional funding to develop the School Chat Software, the Board believes that it must consider all viable strategic alternatives that are in the best interests of our shareholders. Such strategic alternatives include a merger, acquisition, share exchange, asset purchase, or similar transaction in which our present management will no longer be in control of our Company and our business operations will be replaced by that of our transaction partner. We believe we would be an attractive candidate for such a business combination due to the perceived benefits of being a publicly registered company, thereby providing a transaction partner access to the public marketplace to raise capital.

 

Subsequent Event

 

To that end, on April 16, 2013, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Flex Merger Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Flex Power Generation, Inc., a Delaware corporation (“Flex”) pursuant to which the Merger Sub would merge with and into Flex, with Flex as the surviving entity (the “Merger”). It is the intent of the parties to the Merger Agreement that at the closing of the Merger, the shares of our common stock constituting the merger consideration to be issued to the shareholders of Flex will represent 65% of the total issued and outstanding shares of our common stock after the closing of the Merger.

 

Flex was founded in 2008 as a technology company dedicated to developing ultra-low BTU gas power generation solutions. Flex currently designs and manufactures systems for producing continuous energy from a broad range of sources, including previously unusable ultra-low quality gas, including the Flex Oxidizer®, Flex Power’s oxidation technology, which enables the conversion of these gases into useful heat and power with the lowest known associated emissions, and also the Flex Powerstation™ FP250 targeted to transform methane gas, especially “ultra-low BTU gas” from landfills, coal mines, oil fields and other low quality methane sources into continuous clean electricity. Flex serves several markets globally, including oil fields, biogas, coal mines, natural gas, emissions control, and utility power generation.

 

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2013, COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2012

 

We generated no revenues for the three months ended March 31, 2012, and March 31, 2011.  The Company is currently in the development stage of its business development and has had only limited operations to date. We do not anticipate earning revenues until we are able to successfully complete and market our interactive school chat program.

 

We had operating expenses of $2,370 for the three months ended March 31, 2013, compared to $5,469 in operating expenses for the three months ended March 31, 2012. The reason for the decrease in expenses was due to a decrease in professional fees (mainly in connection with legal and accounting fees associated with preparing our quarterly and annual reports filed with the Securities and Exchange Commission.

 

We had a net loss of $2,370 for the three months ended March 31, 2013, compared to $5,469 for the three months ended March 31, 2012.

  

We anticipate our operating expenses will increase as we implement our business plan. The increase will be attributable to expenses to implement our business plan, and the professional fees to be incurred in connection with the filing of periodic and current reports required to maintain our status as a reporting company under the Securities Exchange Act of 1934, as amended.

 

LIQUIDITY AND CAPITAL RESOURCES

 

We raised $400 from the sale of stock to our officers and directors and $42,500 through a private placement to 38 offshore investors in July 2010, pursuant to which we issued 850,000 shares of our common stock to such investors.

 

At March 31, 2013, we had total assets, consisting solely of cash, of $935.

 

At March 31, 2013, we had total liabilities of $30,829, consisting of $2,621 in accounts payable and $28,208 in related party accounts payable, which amount was owed to our former Secretary and Promoter, Ruthy Navon and other related parties.

 

8
 

 

At March 31, 2013, we had a working capital deficit of $29,894.

  

We had net cash used in operating activities of $768 for the three months ended March 31, 2013, which included $2,370 of net loss offset by a $1,602 decrease in accounts payable. We had net cash provided by financing activities of $750 from related parties.

  

We have never had any income from operations. We anticipate the need for approximately $37,000 to support our operations over the next twelve months (which includes approximately $12,000 to complete the development of our website and software and $10,000 of expenses which we anticipate incurring in connection with the preparation and filing of our periodic and current reports and various transfer agent fees, and an additional $15,000 of other various administrative fees during the twelve months following the effectiveness of our Registration Statement, as described in greater detail above under “Estimated Expenses for the Next Twelve Months”).  These funds may be raised through equity financing, debt financing, or other sources, which may result in the dilution in the equity ownership of our shares. We will also need more funds if the costs of the development of our website are greater than we have budgeted. We will also require additional financing to sustain our business operations if we are not successful in earning revenues. We currently do not have any arrangements for further financing and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain financing.

   

Our continuation is dependent upon us raising additional capital. In this regard we have raised additional capital through the private placements noted above but we will still require additional funds to continue our operations and plans.

 

The continuation of our business is dependent upon us obtaining further financing, development of our program and website, a successful marketing and promotion program, and in the future, achieving a profitable level of operations. The issuance of additional equity securities by us could result in significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

   

There are no assurances that we will be able to obtain further funds required for our continued operations. We will pursue various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

 

GOING CONCERN

  

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern.  However, the Company has not generated revenues since inception and has an accumulated deficit of $72,794 as of March 31, 2013.  The Company currently has limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

Management anticipates that the Company will be dependent, for the near future, on additional investment capital, primarily from its shareholders, to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

 

In the opinion of our management, funds currently available will not satisfy our working capital requirements for the next twelve months. Estimated funding required during the twelve-month period is $40,000.  Given our cash position of $935 as of March 31, 2013, we will experience a shortfall in the next twelve months. How long Inventtech Inc. will be able to satisfy its cash requirements depends on how quickly we can generate revenue and how much revenue can be generated.  We estimate that our current cash balances will be extinguished by July 2013. 

  

In 2010, we sold an aggregate of 25,500,000 shares of our common stock for aggregate consideration of $42,500 ($0.05 per share).

 

9
 

 

We have not generated significant revenues from our operations to date. We will require additional funds to implement our plans and anticipate the need for approximately $37,000 over the next 12 months to continue our operations and pay expenses associated with us being a public reporting company. These funds may be raised through equity financing, debt financing, or other sources, which may result in the dilution in the equity ownership of our shares. We will also need more funds if the costs of the development of our website are greater than we have budgeted. We will also require additional financing to sustain our business operations if we are not successful in generating significant revenues. We currently do not have any arrangements for further financing and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain financing.

 

Our continuation is dependent upon us raising additional capital. In this regard we have raised additional capital through private placements, but we will still require additional funds to continue our operations and plans.

 

The continuation of our business is dependent upon us obtaining further financing, further development of our software and website, a successful marketing and promotion program, attracting and, further in the future, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

 

There are no assurances that we will be able to obtain further funds required for our continued operations. We will pursue various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

   

Off-Balance Sheet Arrangements

 

None.

 

Recent Accounting Pronouncements

 

For the three month period ended March 31, 2013, there were no accounting standards or interpretations issued that are expected to have a material impact on our financial position, operations or cash flows.

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

 

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

 

Item 4. Controls and Procedures.

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures as of the end of the period covered by this quarterly report, being March 31, 2013.  This evaluation was carried out under the supervision and with the participation of our Company's management, including our President, Principal Executive Officer and Principal Financial Officer.  Based upon that evaluation, our President, Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are not effective as of the end of the period covered by this report due to the material weaknesses described in Management's Report on Internal Control over Financial Reporting included in our annual report on Form 10-K for the year ended December 31, 2012.

 

There have been no significant changes in our Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our Company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our Company's reports filed under the Exchange Act is accumulated and communicated to management, including our Company's president and Principal Executive Officer as appropriate, to allow timely decisions regarding required disclosure.

 

10
 

 

There have been no changes in our internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

  

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

 

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation.  There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

Item 1A.  Risk Factors.

 

As a smaller reporting company, as defined by Rule 229.10(f)(1), we are not required to provide the information required by this item. 

 

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

 

None.

 

Item 3.  Defaults Upon Senior Securities

 

None.

 

Item 4.  (Removed and Reserved)

 

Item 5.  Other Information

 

None.

 

Item 6.  Exhibits.

 

Exhibit No.   Description
     
2.1   Agreement and Plan of Merger, dated April 11, 2013, by and among the Company, Flex Merger Acquisition Sub, Inc. and Flex Power Generation, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 17, 2013)
     
3.1   Amended and Restated Articles of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 24, 2013)
     
3.2*   Amended Bylaws
     
31.1*   Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
     
31.2*   Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
     
32*   Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

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101.INS**   XBRL Instance Document
     
101.SCH**   XBRL Taxonomy Extension Schema
     
101.CAL**   XBRL Taxonomy Extension Calculation Linkbase
     
101.DEF**   XBRL Taxonomy Extension Definition Linkbase
     
101.LAB**   XBRL Taxonomy Extension Label Linkbase
     
101.PRE**   XBRL Taxonomy Extension Presentation Linkbase

 

* Filed herewith.

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

  

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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.

 

 

INVENTTECH, INC.

(Registrant)

     
Date: May 15, 2013 By: /s/ Bryson Ishii
   

Bryson Ishii, President, Secretary and Treasurer

 

(Principal Executive Officer, Principal Financial Officer & Principal Accounting Officer)

 

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