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<P style="margin:0px" align=center><B>As filed with the Securities and Exchange Commission on December 16, 2009</B></P>
<P style="margin:0px" align=right><B>Registration No. 333-[ &nbsp;&nbsp;&nbsp;&nbsp;]</B></P>
<P style="margin-top:0px; margin-bottom:2.2px; padding-bottom:4px; border-bottom:4px solid #000000" align=right>&nbsp;</P>
<P style="margin:0px; padding-top:4px; border-top:1.333px solid #000000" align=right>&nbsp;</P>
<P style="line-height:13pt; margin:0px" align=center><B>SECURITIES AND EXCHANGE COMMISSION</B></P>
<P style="line-height:14pt; margin:0px; font-size:12pt" align=center><B>Washington, D.C. 20549</B></P>
<P style="line-height:14pt; margin:0px; font-size:12pt" align=center>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;</P>
<P style="line-height:13pt; margin:0px" align=center><B>FORM S-8</B></P>
<P style="line-height:13pt; margin:0px" align=center><B>REGISTRATION STATEMENT</B></P>
<P style="line-height:14pt; margin:0px; font-size:12pt" align=center><B>UNDER</B></P>
<P style="line-height:13pt; margin:0px" align=center><B>THE SECURITIES ACT OF 1933</B></P>
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<P style="line-height:20pt; margin:0px; font-size:18pt" align=center><B>CoroWare, Inc.</B></P>
<P style="line-height:10pt; margin:0px; font-size:8pt" align=center><I>(Exact name of registrant as specified in its charter) </I></P>
<P style="margin:0px"><BR></P>
<TABLE style="font-size:10pt" cellspacing=0 align=center><TR height=0 style="font-size:0"><TD width=336></TD><TD width=336></TD></TR>
<TR><TD valign=top width=336><P style="margin:0px" align=center><B>Delaware</B></P>
</TD><TD valign=top width=336><P style="margin:0px" align=center><B>95-4868120</B></P>
</TD></TR>
<TR><TD valign=top width=336><P style="line-height:10pt; margin:0px; font-size:8pt" align=center><I>(State or other jurisdiction of<BR>
incorporation or organization)</I></P>
</TD><TD valign=top width=336><P style="line-height:10pt; margin:0px; font-size:8pt" align=center><I>(I.R.S. Employer <BR>
Identification No.)</I></P>
</TD></TR>
</TABLE>
<P style="margin-top:8.867px; margin-bottom:0px" align=center><B>4074 148<SUP>th</SUP> Avenue NE</B></P>
<P style="margin:0px" align=center><B>Redmond, WA &nbsp;98052</B></P>
<P style="margin:0px" align=center><B>(800) 641-2676</B></P>
<P style="line-height:10pt; margin:0px; font-size:8pt" align=center><I>(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)</I></P>
<P style="line-height:14pt; margin:0px; font-size:12pt" align=center>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;</P>
<P style="margin:0px" align=center><B>2009 Incentive Stock Plan</B></P>
<P style="line-height:10pt; margin-top:0px; margin-bottom:2.133px; font-size:8pt" align=center><I>(Full title of plan) </I></P>
<P style="margin:0px" align=center><B>Lloyd T. Spencer</B></P>
<P style="margin:0px" align=center><B>Chief Executive Officer</B></P>
<P style="margin:0px" align=center><B>CoroWare, Inc. </B></P>
<P style="margin:0px" align=center><B>4074 148<SUP>th</SUP> Avenue NE</B></P>
<P style="margin:0px" align=center><B>Redmond, WA &nbsp;98052</B></P>
<P style="margin:0px" align=center><B>(800) 641-2676</B></P>
<P style="line-height:10pt; margin:0px; font-size:8pt" align=center><I>(Name, address, including zip code, and telephone number, including area code, of agent for service)</I></P>
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<P style="margin:0px" align=center><I>Copies to:</I></P>
<P style="margin:0px" align=center><B>Mary Payton O&#146;Hara, Esq.</B></P>
<P style="margin:0px" align=center><B>Madama Griffitts O&#146;Hara LLP</B></P>
<P style="margin:0px" align=center><B>New York, NY 10016</B></P>
<P style="margin:0px" align=center><B>(212) 209-5483</B></P>
<P style="margin:0px" align=center><B>(212) 209-5460 (fax)</B> </P>
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<P style="line-height:10pt; margin-top:0px; margin-bottom:5.333px; font-size:8pt" align=center><B>CALCULATION OF REGISTRATION FEE</B></P>
<TABLE style="font-size:10pt" cellspacing=0 align=center><TR height=0 style="font-size:0"><TD width=222></TD><TD width=96></TD><TD width=120></TD><TD width=120></TD><TD width=84></TD></TR>
<TR><TD style="border-left:1px solid #FFFFFF; border-top:3.6px double #000000; border-right:1.2px solid #000000; border-bottom:1.2px solid #000000" valign=bottom width=222><P style="line-height:10pt; margin:0px; font-size:8pt" align=center><B>Title of &nbsp;Securities </B></P>
<P style="line-height:10pt; margin:0px; font-size:8pt" align=center><B>to be Registered</B></P>
</TD><TD style="border-top:3.6px double #000000; border-right:1.2px solid #000000; border-bottom:1.2px solid #000000" valign=bottom width=96><P style="line-height:10pt; margin:0px; font-size:8pt" align=center><B>Amount to<BR>
be Registered &nbsp;</B></P>
</TD><TD style="border-top:3.6px double #000000; border-right:1.2px solid #000000; border-bottom:1.2px solid #000000" valign=bottom width=120><P style="line-height:10pt; margin:0px; font-size:8pt" align=center><B>Proposed Maximum<BR>
Offering Price<BR>
Per &nbsp;Share (2)</B></P>
</TD><TD style="border-top:3.6px double #000000; border-right:1.2px solid #000000; border-bottom:1.2px solid #000000" valign=bottom width=120><P style="line-height:10pt; margin:0px; font-size:8pt" align=center><B>Proposed Maximum<BR>
Aggregate Offering<BR>
Price </B></P>
</TD><TD style="border-top:3.6px double #000000; border-right:1px solid #FFFFFF; border-bottom:1.2px solid #000000" valign=bottom width=84><P style="line-height:10pt; margin:0px; font-size:8pt" align=center><B>Amount</B><FONT style="font-family:Times New Roman Bold"> of<BR>
Registration<BR>
Fee</FONT></P>
</TD></TR>
<TR><TD style="border-left:1px solid #FFFFFF; border-right:1.2px solid #000000; border-bottom:1.2px solid #000000" valign=bottom width=222><P style="line-height:10pt; margin-top:0px; margin-bottom:0.867px; font-size:8pt">Common Stock</P>
</TD><TD style="border-right:1.2px solid #000000; border-bottom:1.2px solid #000000" valign=bottom width=96><P style="line-height:10pt; margin-top:0px; margin-bottom:1.6px; font-size:8pt" align=center>500,000<BR>
shares (1)</P>
</TD><TD style="border-right:1.2px solid #000000; border-bottom:1.2px solid #000000" valign=bottom width=120><P style="line-height:10pt; margin-top:0px; margin-bottom:1.6px; font-size:8pt" align=center>$0.056</P>
</TD><TD style="border-right:1.2px solid #000000; border-bottom:1.2px solid #000000" valign=bottom width=120><P style="line-height:10pt; margin-top:0px; margin-bottom:1.6px; font-size:8pt" align=center>$28,000</P>
</TD><TD style="border-right:1px solid #FFFFFF; border-bottom:1.2px solid #000000" valign=bottom width=84><P style="line-height:10pt; margin-top:0px; margin-bottom:1.6px; font-size:8pt" align=center>$1.57</P>
</TD></TR>
</TABLE>
<P style="line-height:14pt; margin:0px; font-size:12pt">&#151;&#151;&#151;&#151;&#151;&#151;&#151;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:32px; text-indent:-32px">1.</P>
<P style="margin:0px; padding-left:32px">Issuable pursuant to the 2009 Stock Option Plan.</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:32px; text-indent:-32px">2.</P>
<P style="margin:0px; padding-left:32px">Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and not as a representation as to any actual proposed price. The offering price per share, maximum aggregate offering price and registration fee is based upon the average of the bid and the asked price on the over the counter bulletin board of $0.055 and $0.56, respectively, on December 16, 2009.</P>
<A NAME="FIS_PART_I"></A><P style="margin-top:0px; margin-bottom:2.2px; padding-bottom:4px; font-size:12pt; border-bottom:1.333px solid #000000">&nbsp;</P>
<P style="margin:0px; padding-top:4px; font-size:12pt; border-top:4px solid #000000">&nbsp;</P>
<P style="margin:9.6px"><BR>
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<P style="margin-top:0px; margin-bottom:6.667px; page-break-before:always" align=center><B>PART I</B></P>
<P style="margin-top:0px; margin-bottom:13.333px" align=center><B>INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS</B></P>
<A NAME="_Toc248293269"></A><A NAME="_Toc248293556"></A><P style="margin-top:0px; margin-bottom:-16px; padding-left:72px; text-indent:-72px"><B>Item 1.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:72px"><B>Plan Information.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">The documents containing the information specified in Item 1 will be sent or given to participants in the Plan as specified by Rule&nbsp;428(b)(1) of the Securities Act of 1933, as amended (the &quot;Securities Act&quot;) and Note to Part I of Form&nbsp;S-8 thereunder. Such documents are not required to be and are not filed with the Securities and Exchange Commission (the &quot;SEC&quot;) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule&nbsp;424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form&nbsp;S-8, taken together, constitute a prospectus that meets the requirements of Section&nbsp;10(a) of the Securities Act.<A NAME="FIS_REGISTRANT_INFORMATION"></A></P>
<A NAME="_Toc248293270"></A><A NAME="_Toc248293557"></A><P style="margin-top:0px; margin-bottom:-16px; padding-left:72px; text-indent:-72px"><B>Item 2.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:72px"><B>Registrant Information and Employee Plan Annual Information.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">We will provide to each Recipient a written statement advising it of the availability of documents incorporated by reference in Item 3 of Part II of this Registration Statement and of documents required to be delivered pursuant to Rule&nbsp;428(b) under the Securities Act without charge and upon written or oral notice by contacting:</P>
<P style="margin:0px" align=center>Lloyd T. Spencer</P>
<P style="margin:0px" align=center>Chief Executive Officer</P>
<P style="margin:0px" align=center>CoroWare, Inc. </P>
<P style="margin:0px" align=center>4074 148<SUP>th</SUP> Avenue NE</P>
<P style="margin:0px" align=center>Redmond, WA 98052</P>
<P style="margin-top:0px; margin-bottom:8.867px" align=center>(800) 641-2676</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:32px; text-indent:-32px">**</P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:32px">All common share amounts and per share amounts in the accompanying consolidated financial statements and in this Registration Statement on Form&nbsp;S-8 reflect the one-for-three hundred reverse stock split of the issued and outstanding shares of CoroWare, Inc.&#146;s common stock effective on April&nbsp;8, 2009.</P>
<P style="margin:8px" align=center><BR>
<BR></P>
<P style="margin:0px" align=center><BR></P>
<P style="margin:0px"><BR></P>
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<P style="margin-top:8px; margin-bottom:8px; page-break-before:always" align=center><B>REOFFER PROSPECTUS</B></P>
<P style="line-height:16pt; margin-top:0px; margin-bottom:10.667px; font-size:12pt" align=center><B>CoroWare, Inc.</B></P>
<P style="margin:0px" align=center>500,000 Shares of Common Stock</P>
<P style="margin-top:0px; margin-bottom:8.867px" align=center>(par value, $.001 per share)</P>
<P style="margin-top:0px; margin-bottom:8.867px">This reoffer prospectus relates to the offer and sale from time to time by directors, officers, employees or consultants, who may be considered &#147;affiliates&#148; of CoroWare, Inc., of up to 500,000 shares of our common stock, par value $0.001 per share, which are issuable under our 2009 Incentive Stock Plan or upon the exercise of options issuable under such plan. The names of persons selling shares under this prospectus and the amount of such shares are set forth under &#147;Selling Stockholders&#148; to the extent we presently have such information. However, other affiliate selling stockholders may elect to sell shares under this prospectus as they receive them from time to time in the future in which case, as their names and amounts of shares to be reoffered become known, we will supplement this prospectus with that information. In addition, certain non-affiliates holding less than the lesser of 1,000 shares or 1% of our outstanding common stock may resell restricted securities up to that amount under this prospectus without being named herein.</P>
<P style="margin-top:0px; margin-bottom:8.867px">The common stock may be sold from time to time by the selling stockholders in the over-the-counter market or otherwise at prices and at terms then prevailing or at prices related to the then current market price or in negotiated transactions. The common stock may be sold by one or more of the following: (i) block trades in which the broker or dealer so engaged will attempt to sell the shares as agent, but may position and resell portions of the block as principal to facilitate the transaction; (ii) purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus; (iii) an exchange distribution in accordance with the rules of such exchange; and (iv) ordinary brokerage transactions and transactions in which the broker solicits purchases. In effecting sales, brokers or dealers engaged by the selling stockholder may arrange for other brokers or dealers to participate. Brokers or dealers will receive commissions or discounts from selling stockholders in amounts to be negotiated immediately prior to the sale. Such brokers or dealers and any other participating brokers or dealers may be deemed to be &quot;underwriters&quot; within the meaning of the Securities Act of 1933, as amended, in connection with such sales. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule&nbsp;144 may be sold under Rule&nbsp;144 rather than pursuant to this prospectus. We will not receive any of the proceeds from the sale of these shares. We have paid the expenses of preparing this prospectus and the related registration statement. </P>
<P style="margin-top:0px; margin-bottom:7.4px"><BR>
<BR></P>
<P style="margin:0px" align=center><BR></P>
<P style="margin:0px"><BR></P>
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<P style="margin-top:0px; margin-bottom:7.4px; page-break-before:always">Our common stock is traded on the OTC Bulletin Board under the symbol &quot;COWI.&quot; On December&nbsp;8, 2009, the closing bid price of our common stock on such market was $0.05 per share.</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>Investing in our common stock involves risks. See &quot;Risk Factors&quot; on page&nbsp;eight of this reoffer prospectus. These are speculative securities.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>Since our company does not currently meet the registrant requirements for use of Form&nbsp;S-3, the amount of common shares which may be resold by means of this reoffer prospectus by each of the selling stockholders, and any other person with whom he or she is acting in concert for the purpose of selling securities of our company, must not exceed, in any three month period, the amount specified in Rule&nbsp;144(e) promulgated under the Securities Act.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.</P>
<P style="margin-top:0px; margin-bottom:8.867px" align=center><BR></P>
<P style="margin-top:0px; margin-bottom:8.867px" align=center><BR></P>
<P style="margin-top:0px; margin-bottom:8.867px" align=center><BR></P>
<P style="margin-top:0px; margin-bottom:8.867px" align=center><BR></P>
<P style="margin-top:0px; margin-bottom:8.867px" align=center><BR></P>
<P style="margin-top:0px; margin-bottom:8.867px" align=center><BR></P>
<P style="margin-top:0px; margin-bottom:8.867px" align=center>The date of this prospectus is December&nbsp;16, 2009.</P>
<P style="margin-top:0px; margin-bottom:20px" align=center><BR>
<BR></P>
<P style="margin:0px" align=center>2</P>
<P style="margin:0px"><BR></P>
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<P style="margin-top:0px; margin-bottom:20px; page-break-before:always" align=center><B>TABLE OF CONTENTS</B></P>
<TABLE style="font-size:10pt" cellspacing=0 align=center><TR height=0 style="font-size:0"><TD width=624></TD></TR>
<TR><TD valign=bottom width=624><P style="margin-top:0px; margin-bottom:-16px"><A HREF="#_Toc248293558"><U>Prospectus Summary</U></A></P>
<P style="margin-top:0px; margin-bottom:10.667px; text-indent:616.667px"><A HREF="#_Toc248293558">4</A><U></U></P>
<P style="margin-top:0px; margin-bottom:-16px"><A HREF="#_Toc248293559"><U>This Offering</U></A></P>
<P style="margin-top:0px; margin-bottom:10.667px; text-indent:616.667px"><A HREF="#_Toc248293559">7</A><U></U></P>
<P style="margin-top:0px; margin-bottom:-16px"><A HREF="#_Toc248293560"><U>Risk Factors</U></A></P>
<P style="margin-top:0px; margin-bottom:10.667px; text-indent:616.667px"><A HREF="#_Toc248293560">8</A><U></U></P>
<P style="margin-top:0px; margin-bottom:-16px"><A HREF="#_Toc248293561"><U>Cautionary Note Regarding Forward-Looking Statements</U></A></P>
<P style="margin-top:0px; margin-bottom:10.667px; text-indent:610px"><A HREF="#_Toc248293561">13</A><U></U></P>
<P style="margin-top:0px; margin-bottom:-16px"><A HREF="#_Toc248293562"><U>Determination Of Offering Price</U></A></P>
<P style="margin-top:0px; margin-bottom:10.667px; text-indent:610px"><A HREF="#_Toc248293562">13</A><U></U></P>
<P style="margin-top:0px; margin-bottom:-16px"><A HREF="#_Toc248293563"><U>Use of Proceeds</U></A></P>
<P style="margin-top:0px; margin-bottom:10.667px; text-indent:610px"><A HREF="#_Toc248293563">13</A><U></U></P>
<P style="margin-top:0px; margin-bottom:-16px"><A HREF="#_Toc248293564"><U>Selling Stockholders</U></A></P>
<P style="margin-top:0px; margin-bottom:10.667px; text-indent:610px"><A HREF="#_Toc248293564">14</A><U></U></P>
<P style="margin-top:0px; margin-bottom:-16px"><A HREF="#_Toc248293565"><U>Plan of Distribution</U></A></P>
<P style="margin-top:0px; margin-bottom:10.667px; text-indent:610px"><A HREF="#_Toc248293565">16</A><U></U></P>
<P style="margin-top:0px; margin-bottom:-16px"><A HREF="#_Toc248293566"><U>Legal Matters</U></A></P>
<P style="margin-top:0px; margin-bottom:10.667px; text-indent:610px"><A HREF="#_Toc248293566">18</A><U></U></P>
<P style="margin-top:0px; margin-bottom:-16px"><A HREF="#_Toc248293567"><U>Experts</U></A></P>
<P style="margin-top:0px; margin-bottom:10.667px; text-indent:610px"><A HREF="#_Toc248293567">18</A><U></U></P>
<P style="margin-top:0px; margin-bottom:-16px"><A HREF="#_Toc248293568"><U>Disclosure of Commission Position on Indemnification for Securities Act Liabilities</U></A></P>
<P style="margin-top:0px; margin-bottom:10.667px; text-indent:610px"><A HREF="#_Toc248293568">18</A><U></U></P>
<P style="margin-top:0px; margin-bottom:-16px"><A HREF="#_Toc248293569"><U>Additional Information Available to You</U></A></P>
<P style="margin-top:0px; margin-bottom:10.667px; text-indent:610px"><A HREF="#_Toc248293569">19</A><U></U></P>
<P style="margin-top:0px; margin-bottom:-16px"><A HREF="#_Toc248293570"><U>Incorporation of Information by Reference</U></A></P>
<P style="margin-top:0px; margin-bottom:10.667px; text-indent:610px"><A HREF="#_Toc248293570">19</A><U></U></P>
</TD></TR>
</TABLE>
<P style="margin-top:0px; margin-bottom:7.4px"><B>&nbsp;</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.</P>
<A NAME="_Toc248293558"></A><P style="margin-top:0px; margin-bottom:13.333px" align=center><BR>
<BR></P>
<P style="margin:0px" align=center>3</P>
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<P style="margin-top:0px; margin-bottom:13.333px; font-family:Times New Roman Bold; page-break-before:always" align=center><B>PROSPECTUS SUMMARY</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the &#147;risk factors&#148; section, the financial statements and the secured convertible notes to the financial statements.</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>Background</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">CoroWare, Inc. is a professional services, software development and managed services company that develops and delivers telepresence products and services, collaborative web applications, and mobile robotics solutions to its customers in North America and Europe. We have historically focused our efforts in the software products, education and automotive industry sectors. We have one operational subsidiary: CoroWare Technologies, Inc. (&#147;CTI&#148;).</P>
<P style="margin-top:0px; margin-bottom:8.867px">CTI delivers high value services and innovative solutions that maximize technology investments and achieve customer goals.</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>COROWARE TECHNOLOGIES, INC.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">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.</P>
<P style="margin-top:0px; margin-bottom:8.867px">CTI&#146;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 plans to continue offering 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. </P>
<P style="margin-top:0px; margin-bottom:8.867px">CTI is comprised of three principal solutions delivery groups: </P>
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<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">Software and IT Consulting: Professional Services, including IT management, software development, content management, program management.</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px; font-family:Symbol">&#183;</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">Robotics and Automation: Professional Services such as visualization, simulation and software development; and Mobile Robot Platforms for university, government and corporate researchers.</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px; font-family:Symbol">&#183;</P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:80px">Telepresence: High definition video conferencing solutions and subscription services.</P>
<P style="margin-top:0px; margin-bottom:8.867px">Our 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. Our 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. </P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>Software and IT Consulting</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">CTI provides release management, software systems development, and product integration services that help our customers deliver high quality products, solutions and services. </P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:24px"><I>Release and Project Management</I></P>
<P style="margin-top:0px; margin-bottom:8.867px">CTI's program managers are experts in Microsoft's product and solution development tools and processes. CTI uses that experience to create product specifications, develop project plans, and perform security and release management audits &#150; with the objective of helping Microsoft deliver its solutions and products efficiently, affordably and on schedule. CTI's senior consultants design complex testing and demonstration environments using the latest Microsoft virtualization technology, ensuring rapid, scalable and low-fault deployments.</P>
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<P style="margin-top:0px; margin-bottom:8.867px; padding-left:24px; page-break-before:always"><I>Technology Adoption Lab Management</I></P>
<P style="margin-top:0px; margin-bottom:8.867px">CTI's team of experienced hardware and software deployment engineers architect, deploy and support state-of-the-art computer lab facilities that include the latest builds of operating systems, developer tools, and servers. CTI engineers work side-by-side with Microsoft employees and partners to ensure that they can deploy and test applications on pre-release and newly released Microsoft platforms. CTI employees currently offer these services in two Microsoft data centers and labs. </P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:24px"><I>Interactive Multimedia Solutions </I></P>
<P style="margin-top:0px; margin-bottom:8.867px">CTI possesses the tools and experience to produce highly customizable electronic publications, providing Microsoft and other companies the opportunity to collect and publish electronic information in compelling, media-rich formats. </P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:24px"><I>Solution Delivery</I></P>
<P style="margin-top:0px; margin-bottom:8.867px">CTI is focused on delivering solutions around a key set of Microsoft products. CTI offers solutions, envisioning, design, development and testing services through architects and developers who are experienced in a range of Microsoft solutions and technologies.</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>Robotics and Automation</B></P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:24px"><I>Professional Services</I></P>
<P style="margin-top:0px; margin-bottom:8.867px">CTI is focused on the global market for service robots and offers its robotic integration expertise to customers who are looking for product realization, robotics simulation, systems architecture and design, and robotic applications development services. The Company believes CTI is uniquely positioned with its knowledge of robotics simulation, Microsoft Robotics Studio, software systems development, and hardware and software integration services to help its customers deliver innovative product and solutions. For example, CTI has been working on projects that help customers simulate and develop complex robots based on Microsoft Robotic Studio. </P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:24px"><I>Solutions and Products</I></P>
<P style="margin-top:0px; margin-bottom:8.867px">In May&nbsp;2007, CTI began shipping the CoroBot, an affordable and flexible mobile robot for researchers, hobbyists and developers in the industrial and service robot segments. Some university customers are deploying CoroBots for use in various lab activities, including the development of swarm robotics applications designed to leverage groups of robots to complete complex tasks.</P>
<P style="margin-top:0px; margin-bottom:8.867px">CTI designed the CoroBot to meet the need for affordable and flexible mobile robot platforms within the academic and commercial mobile robotics research and development community. Based on customer feedback, CTI believes that the availability of pre-installed Microsoft Robotics Studio&#174; services will be viewed as a major advantage for users.</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>Telepresence</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">In early 2009, CTI launched its telepresence initiative in order to address the needs of enterprise customers with distributed business operations that and are turning to new technologies to address the cost of doing business in a world that is increasing dependent on suppliers and partners and customers worldwide. In order to overcome these challenges, enterprise customers are looking for solutions that are demonstrably effective and operationally affordable.</P>
<P style="margin-top:0px; margin-bottom:8.867px">Consistent with this apparent demand, International Data Corporation, ABI Research and Gartner Group listed telepresence as one of their 10 top growth areas in 2009 that promises to grow into a $1B marketplace in the upcoming decade.</P>
<P style="margin-top:0px; margin-bottom:8.867px">To begin addressing this growing market segment, CTI began selling an affordable and scalable high-definition multi-point telepresence solution that can be deployed in conference rooms and on individuals&#146; desktops/laptops through its reseller partnership with Vidyo.</P>
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<P style="margin-top:0px; margin-bottom:8.867px; page-break-before:always">Moreover, CTI has proposed acquiring LTC International to leverage its in-depth knowledge of application services that we believe will help the Company more expeditiously enter the personal telepresence marketplace. LTC was formed in 1992 with the goal of helping service providers and telecommunications companies meet their growing needs for dependable systems and software solutions.</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>ROBOTIC WORKSPACE TECHNOLOGIES, INC.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">In June&nbsp;2009, RWT sold its three pioneer patents that were issued by the United States Patent and Trademark Office. The patents were sold for $100,000 through a patent auction.</P>
<P style="margin-top:0px; margin-bottom:8.867px">First patent number 6,442,451 - awarded September&nbsp;5, 2002 - Versatile robot control system - Abstract - An improved, versatile robot control system comprises a general purpose computer with a general purpose operating system in electronic communication with a real-time computer subsystem. </P>
<P style="margin-top:0px; margin-bottom:8.867px">Second Patent number 6,675,070 - awarded April&nbsp;5, 2004 - Automation equipment control system Abstract - An automation equipment control system comprises a general-purpose computer with a general-purpose operating system in electronic communication with a real-time computer subsystem. </P>
<P style="margin-top:0px; margin-bottom:8.867px">Third Patent number 6,922,611 &#150; awarded July&nbsp;26, 2005 - Reflects the company&#146;s R&amp;D efforts in open-architecture PC control technology spearheaded by RWT.</P>
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<P style="margin-top:0px; margin-bottom:13.333px; font-family:Times New Roman Bold; page-break-before:always" align=center><B>THIS OFFERING</B></P>
<TABLE style="font-size:10pt" cellspacing=0 align=center><TR height=0 style="font-size:0"><TD width=154></TD><TD width=16></TD><TD width=453></TD></TR>
<TR><TD width=154><P>&nbsp;</P></TD><TD width=16><P>&nbsp;</P></TD><TD width=453><P>&nbsp;</P></TD></TR>
<TR><TD valign=top width=623 colspan=3><P style="margin:0px">Shares of common stock outstanding prior to this offering </P>
<P style="margin:0px; text-indent:432px">4,260,425 (1)</P>
</TD></TR>
<TR><TD valign=top width=623 colspan=3><P style="margin:0px">Shares of common stock offered pursuant to this prospectus</P>
<P style="margin:0px; text-indent:432px">&nbsp;&nbsp;500,000</P>
</TD></TR>
<TR><TD valign=top width=154><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=top width=16><P style="margin:0px">&nbsp;&nbsp;&nbsp;</P>
</TD><TD valign=top width=453><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD></TR>
<TR><TD valign=top width=154><P style="margin:0px">Use of proceeds</P>
</TD><TD valign=top width=16><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=top width=453><P style="margin:0px">We will not receive any proceeds from the sale of the shares of common stock offered in this prospectus. If, and to the extent that, options are exercised, we will receive the exercise price of the options.</P>
</TD></TR>
<TR><TD valign=top width=154><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=top width=16><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=top width=453><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD></TR>
<TR><TD valign=top width=154><P style="margin:0px">Risk Factors</P>
</TD><TD valign=top width=16><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=top width=453><P style="margin:0px">The purchase of our common stock involves a high degree of risk. You should carefully review and consider &quot;Risk Factors&quot; beginning on page&nbsp;8.</P>
</TD></TR>
<TR><TD valign=top width=154><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=top width=16><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=top width=453><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD></TR>
<TR><TD valign=top width=154><P style="margin:0px">Over-The Counter Bulletin Board Stock Exchange Symbol</P>
</TD><TD valign=top width=16><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=top width=453><P style="margin:0px">COWI.OB</P>
</TD></TR>
</TABLE>
<P style="margin:0px">&#151;&#151;&#151;&#151;&#151;&#151;&#151;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:32px; text-indent:-32px">(1)</P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:32px">As of December&nbsp;9, 2009. Does not include shares of common stock issuable upon exercise of outstanding options or warrants, and assumes that all options registered herein are exercised and sold. Reflects the one-for-three hundred reverse stock split of the issued and outstanding shares of our common stock effective on April&nbsp;8, 2009.</P>
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<P style="margin-top:0px; margin-bottom:13.333px; font-family:Times New Roman Bold; page-break-before:always" align=center><B>RISK FACTORS</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">You should carefully consider the following risk factors and the other information included herein as well as the information included in other reports and filings made with the Securities and Exchange Commission before investing in our common stock. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose part or all of your investment.</P>
<A NAME="FIS_SUBJECT_STOCK_INFO"></A><P style="margin-top:0px; margin-bottom:8.867px"><B>Risks Related to Our Business and Financial Condition</B></P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>WE HAVE HISTORICALLY LOST MONEY AND LOSSES MAY CONTINUE IN THE FUTURE, WHICH MAY CAUSE US TO CURTAIL OPERATIONS.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">During the nine-month period ended September&nbsp;30, 2009, revenues were $1,461,009 compared to revenues of $1,934,004 during the nine-month period ended September&nbsp;30, 2008. Gross profit on these 2009 revenues amounted to $478,209 compared to $421,879 for the 2008 revenues. The Company has incurred losses for the nine months ended September&nbsp;30, 2009 and 2008 of $4,042,726 and $910,583, respectively. Because of these losses, we will require additional working capital to develop its business operations.</P>
<P style="margin-top:0px; margin-bottom:8.867px">We intend to raise additional working capital through the use of private placements, public offerings and/or bank financing. We cannot make any assurances that we will be able to do so. Accordingly, we may experience liquidity and cash flow problems. If our losses continue, our ability to operate may be severely impacted which may cause us to cease operations altogether.</P>
<P style="margin-top:0px; margin-bottom:8.867px">We can make no assurances that we will be able either to (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 and/or bank financing necessary to support Our working capital requirements. To the extent that funds generated from operations, any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms.</P>
<P style="margin-top:0px; margin-bottom:8.867px">These conditions raise substantial doubt about CoroWare&#146;s ability to continue as a going concern. The 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 CoroWare be unable to continue as a going concern.</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>WE MAY NEED TO RAISE ADDITIONAL CAPITAL OR DEBT FUNDING TO SUSTAIN OPERATIONS.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">Unless we can become profitable with the existing sources of funds we have available, and our operations generate sufficient cash flows to enable us to generate a profit on a sustained basis, we will require additional capital to sustain operations and we may need access to additional capital or additional debt financing to grow our operations. In addition, to the extent that we have a working capital deficit and cannot offset the deficit from profitable sales, we may have to raise capital to repay the deficit and provide more working capital to permit growth in revenues. We cannot assure that financing whether from external sources or related parties will be available if needed or on favorable terms. Our potential inability to obtain adequate financing if necessary will result in the need to reduce the pace of business operations. Any of these events could be materially harmful to our business and may result in a lower stock price and could cause us to cease operations altogether.</P>
<A NAME="FIS_AUDITORS_OPINION"></A><P style="margin-top:0px; margin-bottom:8.867px">&nbsp;<B>THE REPORT OF OUR INDEPENDENT AUDITORS INCLUDES A GOING CONCERN UNCERTAINTY EXPLANATORY PARAGRAPH FOR THE YEAR ENDED DECEMBER 31, 2008, WHICH MEANS THAT WE MAY NOT BE ABLE TO CONTINUE OPERATIONS UNLESS WE CAN BECOME PROFITABLE OR OBTAIN ADDITIONAL FUNDING.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">We have a history of operating losses that are likely to continue in the future. Our auditors have included an uncertainty explanatory paragraph in their Independent Auditor's Report dated as of May&nbsp;5, 2009 included in our audited consolidated financial statements for the year ended December&nbsp;31, 2008 to the effect that our significant losses from operations and our dependence on equity and debt financing raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. </P>
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<P style="margin-top:0px; margin-bottom:8.867px; page-break-before:always"><B>WE HAVE A WORKING CAPITAL DEFICIT, WHICH MEANS THAT OUR CURRENT ASSETS ON SEPTEMBER 30, 2009 WERE NOT SUFFICIENT TO SATISFY OUR CURRENT LIABILITIES AND, THEREFORE, OUR ABILITY TO CONTINUE OPERATIONS IS AT RISK.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">At September&nbsp;30, 2009, we had current assets of $124,890 and current liabilities of $7,808,480, giving us a working capital deficit of $7,683,590. At that same date, we had an accumulated deficit of $23,272,677. We will continue to seek funds through private placements as well as debt financing. We will also continue to investigate alternative sources of financing. </P>
<P style="margin-top:0px; margin-bottom:8.867px">We cannot guarantee that additional funding will be available on favorable terms, if at all. If we are unable to obtain debt and/or equity financing upon terms that our management deems sufficiently favorable, or at all, it would have a materially adverse impact upon our ability to pursue our business strategy and maintain our current operations.</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>OUR PRODUCTS AND SERVICES MUST BE ACCEPTED IN THE MARKET.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">If our software and software professional services as well as patents on motion control along with our systems development and integration services, do not achieve market acceptance by an increasing customer base, we will not be able to generate revenues necessary to support our business operations, which could result in the termination of our operations.</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>THE SUCCESS OF OUR BUSINESS DEPENDS ON OUR KEY EMPLOYEES.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">We are highly dependent upon the continuing contributions of our key management, sales, and software engineering and product development personnel. In particular, we would be adversely affected if we were to lose the services of Lloyd Spencer, our CEO, President and Interim CFO and Jon Mandrell, our Director of Robotics and Automation and Secretary each of whom who has provided significant management, business development, sales and product and service fulfillment, meeting the needs of customers. </P>
<P style="margin-top:0px; margin-bottom:8.867px">In addition, the loss of the services of any of our senior managerial, technical or sales personnel could impair our business, financial condition, and results of operations. As CoroWare continues to grow, we will continue to have a dependence of software professional staff, retention of key individuals, and the ability to source and attract key individuals</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>IF WE FAIL TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS ADEQUATELY, COMPETITORS MAY USE OUR TECHNOLOGY AND TRADEMARKS, WHICH WOULD WEAKEN OUR COMPETITIVE POSITION AND MAY RESULT IN THE FAILURE OF OUR BUSINESS.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">Our success depends, in part, upon our patented proprietary technology. We rely on a combination of three issued patents, copyrights, trademarks and trade secret rights, confidentiality procedures and licensing arrangements to establish and protect our proprietary rights. It is possible that other companies could successfully challenge the validity or scope of our patents and that our patents may not be supported, eliminating a competitive advantage we currently enjoy. As part of our confidentiality procedures, we generally enter into non-disclosure agreements with our employees, distributors and corporate partners and into license agreements with respect to our software, documentation and other proprietary information. Despite these precautions, third parties could copy or develop similar technology independently. The protection of our proprietary rights may not be adequate and our competitors could independently develop similar technology, duplicate our products, or design around patents and other intellectual property rights that we hold.&nbsp;</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>WE NEED TO ESTABLISH AND MAINTAIN STRATEGIC AND LICENSING RELATIONSHIPS.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">Our success will depend in part upon our ability to establish and maintain strategic and licensing relationships with companies in our markets as well as in related business fields, including but not limited to businesses in the industrial manufacturing markets and businesses in the service robotic markets. We believe that these relationships are needed to allow us access to manufacturing, sales and distribution resources, as well as to key technologies and selected industry expertise. However, the amount and timing of resources to be devoted to these activities by such other companies are not within our control. There can be no assurance that we will be able to maintain our existing relationships or enter into beneficial relationships in the future, that other parties will perform their obligations as expected or that our reliance on others will not result in unforeseen problems. There can be no assurance that our current and potential future strategic partners and licensees will not develop or pursue alternative technologies either on their own or in collaboration with others, including with our competitors. The failure of any of our current or </P>
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<P style="margin-top:0px; margin-bottom:8.867px; page-break-before:always">future collaboration efforts could have a material adverse effect on our ability to sell existing products or to introduce new products or applications and therefore could have a material adverse effect on our business, financial condition and results of operations.</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>A BREACH OF CUSTOMER CONFIDENTIAL INFORMATION COULD DAMAGE OUR BUSINESS.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">Any breach of security relating to confidential information of customers could result in legal liability for us and a reduction in customer's use or total cancellation of their participation, which could materially harm our business. It is anticipated that we will receive highly confidential information from customers. We anticipate that we will possess sensitive customer information as part of our services, which could be valuable to competitors or other similar companies if misappropriated or accessed. Our security procedures and protocols to protect the customer against the risk of inadvertent disclosure or intentional breach of security might fail, thereby exposing customers to the risk of disclosure of their confidential information</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>A SIGNIFICANT PERCENT OF OUR REVENUES ARE CONCENTRATED WITH ONE CUSTOMER</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">Microsoft continues to represent a major portion of our revenues. Of CoroWare&#146;s revenues, a substantial amount of their revenues are derived from software systems development and integration performed for Microsoft. A concentration of business with one customer could lead to a substantial reduction in future revenues and accounts receivable if that customer chooses alternative sources for their needs. </P>
<P style="margin-top:0px; margin-bottom:8.867px"><B><I>Risks Relating to Our Existing Financing Arrangements</I></B></P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>WE HAVE CONVERTIBLE DEBENTURES OUTSTANDING WHICH COULD IMPAIR OUR LIQUIDITY AS THEY MATURE AND WHOSE CONVERSION FEATURE CREATES A SIGNIFICANT OVERHANG ON THE MARKET FOR OUR COMMON STOCK.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">Pursuant to a Securities Purchase Agreement, dated as of July&nbsp;21, 2006, we issued our 10% secured convertible debentures in the aggregate principal amount of $2,825,000. On October&nbsp;25, 2007, we entered into another Securities Purchase Agreement pursuant to which we issued our 12% secured convertible debentures in the aggregate principal amount of $600,000. On March&nbsp;19, 2008, we entered into another Securities Purchase Agreement Pursuant to which we issued our 14% secured convertible debentures in the aggregate principal amount of $300,000. An outstanding principal balance of $2,507,849 remains under these debentures as of December&nbsp;9, 2009. These debentures have accrued interest of $549,315 through September&nbsp;30, 2009.</P>
<P style="margin-top:0px; margin-bottom:8.867px">Each of these debentures matures on the third anniversary of the date of issuance. Accordingly, a significant portion of the 2006 debenture has matured, and the balance of the 2006 debenture will mature by the end of 2009. Our obligations under these debentures are secured by substantially all of the assets of CoroWare and those of our wholly owned subsidiary, CTI.</P>
<P style="margin-top:0px; margin-bottom:8.867px">The holder of the debentures may, at any time, convert amounts outstanding under the debentures into shares of common stock of CoroWare at a conversion price per share based on the volume weighted average trading price of our common stock during the 20 trading days preceding the date of conversion. </P>
<P style="margin-top:0px; margin-bottom:8.867px">On October&nbsp;21, 2009, we received a notice from the holder of these debentures indicating its intent to convert $9,800 of the amount due under the debentures into 143,485 shares of CoroWare common stock. On November&nbsp;23, 2009, we received another notice indicating the holder&#146;s intent to convert $6,900 due under the debentures into 156,818 shares.</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>THE ISSUANCE OF OUR STOCK UPON CONVERSION OF THE DEBENTURES COULD ENCOURAGE SHORT SALES BY THIRD PARTIES, WHICH COULD CONTRIBUTE TO THE FUTURE DECLINE OF OUR STOCK PRICE AND MATERIALLY DILUTE EXISTING STOCKHOLDERS' EQUITY AND VOTING RIGHTS.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">The debentures have the potential to cause significant downward pressure on the price of our common stock. This is particularly the case if the shares being placed into the market exceed the market's ability to absorb the increased number of shares of stock. Such an event could place further downward pressure on the price of our common stock which presents an opportunity for short sellers and others to contribute to the future decline of our stock price. If there are significant short sales of our stock, the price decline that would result from this activity will cause the share</P>
<P style="margin-top:0px; margin-bottom:8.867px"><BR>
<BR></P>
<P style="margin:0px" align=center>10</P>
<P style="margin:0px"><BR></P>
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<P style="margin-top:0px; margin-bottom:8.867px; page-break-before:always">price to decline more so, which, in turn, may cause long holders of the stock to sell their shares thereby contributing to sales of stock in the market. If there is an imbalance on the sell side of the market for the stock, our stock price will decline.</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>IF WE ARE REQUIRED FOR ANY REASON TO REPAY OUR OUTSTANDING SECURED CONVERTIBLE DEBENTURES, WE WOULD BE REQUIRED TO DEPLETE OUR WORKING CAPITAL, IF AVAILABLE, OR RAISE ADDITIONAL FUNDS. OUR FAILURE TO REPAY THE SECURED CONVERTIBLE DEBENTURES, IF REQUIRED, COULD RESULT IN LEGAL ACTION AGAINST US, WHICH COULD REQUIRE THE SALE OF SUBSTANTIAL ASSETS.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">These debentures are due and payable, with interest, three years from their respective dates of issuance, unless sooner converted into shares of our common stock. Any event of default such as our failure to repay the principal or interest when due, our failure to issue shares of common stock upon conversion by the holder, or our failure to timely file a registration statement or have such registration statement declared effective, could require the early repayment of the convertible debentures. We anticipate that the full amount of the convertible debentures will be converted into shares of our common stock, in accordance with the terms of these debentures. If we were required to repay the convertible debentures, we would be required to use our limited working capital and raise additional funds. If we were unable to repay the debentures when required, the holders could commence legal action against us and foreclose on all of our assets to recover the amounts due. Any such action would require us to curtail or cease operations.</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>IF AN EVENT OF DEFAULT OCCURS UNDER THE SECURITIES PURCHASE AGREEMENT, SECURED CONVERTIBLE</B>&nbsp;<B>DEBENTURES, WARRANTS, SECURITY AGREEMENT OR AMENDED AND RESTATED SECURITY AGREEMENT, THE INVESTORS COULD TAKE POSSESSION OF ALL OUR GOODS, INVENTORY, CONTRACTUAL RIGHTS AND GENERAL INTANGIBLES, RECEIVABLES, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER, AND INTELLECTUAL PROPERTY.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">In connection with the Securities Purchase Agreement we entered into in July&nbsp;2006, we executed an Amended and Restated Security Agreement and our wholly owned subsidiary, CoroWare Technologies, Inc., entered into a Security Agreement in favor of the investors granting them a&nbsp;first priority security interest&nbsp;in all of our goods, inventory, contractual rights and general intangibles, receivables, documents, instruments, chattel paper, and intellectual property. The Security Agreement and the Amended and Restated Security Agreement state that if an event of default occurs under the Securities Purchase Agreement, Secured Convertible Debentures, Warrants, Security Agreement or Amended and Restated Security Agreement, the investors have the right to take possession of the collateral, to operate our business using the collateral, and have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the collateral, at public or private sale or otherwise to satisfy our obligations under these agreements.</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B><I>Risk Related to Our Common Stock</I></B> </P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>THERE IS A LIMITED MARKET FOR OUR COMMON STOCK WHICH MAY MAKE IT MORE DIFFICULT FOR YOU TO SELL YOUR STOCK.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">Our common stock is quoted on the OTC Bulletin Board under the symbol &quot;COWI.&quot; There is a limited trading market for our common stock. Accordingly, there can be no assurance as to the liquidity of any markets that may develop for our common stock, the ability of holders of our common stock to sell our common stock, or the prices at which holders may be able to sell our common stock.</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>OUR STOCK PRICE MAY BE VOLATILE.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including:</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px; font-family:Symbol">&#183;</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">technological innovations or new products and services by us or our competitors;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px; font-family:Symbol">&#183;</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">additions or departures of key personnel;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px; font-family:Symbol">&#183;</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">sales of our common stock;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px; font-family:Symbol">&#183;</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">our ability to integrate operations, technology, products and services;</P>
<P style="margin-top:0px; margin-bottom:4.467px"><BR>
<BR></P>
<P style="margin:0px" align=center>11</P>
<P style="margin:0px"><BR></P>
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<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px; font-family:Symbol; page-break-before:always">&#183;</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">our ability to execute our business plan;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px; font-family:Symbol">&#183;</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">operating results below expectations;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px; font-family:Symbol">&#183;</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">loss of any strategic relationship;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px; font-family:Symbol">&#183;</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">industry developments;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px; font-family:Symbol">&#183;</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">economic and other external factors; and</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px; font-family:Symbol">&#183;</P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:80px">period-to-period fluctuations in our financial results.</P>
<P style="margin-top:0px; margin-bottom:8.867px">Because we have a limited operating history, you may consider any one of these factors to be material. Our stock price may fluctuate widely as a result of any of the above listed factors.</P>
<P style="margin-top:0px; margin-bottom:8.867px">In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>WE HAVE NOT PAID DIVIDENDS IN THE PAST AND DO NOT EXPECT TO PAY DIVIDENDS IN THE FUTURE. ANY RETURNS ON INVESTMENT MAY BE LIMITED TO THE VALUE OF OUR COMMON STOCK.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">We have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>OUR COMMON STOCK IS DEEMED TO BE &#147;PENNY STOCK&#148; WITH A LIMITED TRADING MARKET.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">Our common stock is currently listed for trading on the OTC Bulletin Board which is generally considered to be a less efficient market than markets such as NASDAQ or other national exchanges, and which may cause difficulty in conducting trades and difficulty in obtaining future financing. Further, our securities are subject to the &quot;penny stock rules&quot; adopted pursuant to Section&nbsp;15 (g) of the Securities Exchange Act of 1934, as amended, or Exchange Act. The penny stock rules apply to non-NASDAQ companies whose common stock trades at less than $5.00 per share or which have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). Such rules require, among other things, that brokers who trade &quot;penny stock&quot; to persons other than &quot;established customers&quot; complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade &quot;penny stock&quot; because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the &quot;penny stock rules&quot; for any significant period, there may develop an adverse impact on the market, if any, for our securities. Because our securities are subject to the &quot;penny stock rules,&quot; investors will find it more difficult to dispose of our securities. Further, for companies whose securities are traded in the OTC Bulletin Board, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services, such as the Dow Jones News Service, generally do not publish press releases about such companies, and (iii) to obtain needed capital.</P>
<P style="margin:8px"><BR></P>
<A NAME="_Toc248293561"></A><P style="margin-top:0px; margin-bottom:13.333px" align=center><BR>
<BR></P>
<P style="margin:0px" align=center>12</P>
<P style="margin:0px"><BR></P>
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<P style="margin-top:0px; margin-bottom:13.333px; font-family:Times New Roman Bold; page-break-before:always" align=center><B>CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS</B></P>
<P style="margin-top:0px; margin-bottom:13.333px">We and our representatives may from time to time make written or oral statements that are &#147;forward-looking,&#148; including statements contained in this prospectus and other filings with the Securities and Exchange Commission, reports to our stockholders and news releases. All statements that express expectations, estimates, forecasts or projections are forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as &#147;expects,&#148; &#147;anticipates,&#148; &#147;intends,&#148; &#147;plans,&#148; &#147;believes,&#148; &#147;seeks,&#148; &#147;estimates,&#148; &#147;projects,&#148; &#147;forecasts,&#148; &#147;may,&#148; &#147;should,&#148; variations of such words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. Among the important factors on which such statements are based are assumptions concerning our ability to obtain additional funding, our ability to compete against our competitors, our ability to integrate our acquisitions and our ability to attract and retain key employees.</P>
<A NAME="_Toc248293562"></A><P style="margin-top:0px; margin-bottom:13.333px; font-family:Times New Roman Bold" align=center><B>DETERMINATION OF OFFERING PRICE</B></P>
<P style="margin-top:0px; margin-bottom:13.333px">The selling stockholders may sell the common shares issued to them from time-to-time at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions.<A NAME="FIS_PROCEED_USE"></A></P>
<A NAME="_Toc248293563"></A><P style="margin-top:0px; margin-bottom:13.333px; font-family:Times New Roman Bold" align=center><B>USE OF PROCEEDS</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">We will not receive any proceeds from the sale of common shares by the selling stockholders pursuant to this prospectus. 500,000 common shares which may be offered pursuant to this reoffer prospectus are issuable upon exercise of options. If, and to the extent that, options are exercised, we will receive the exercise price of the options. We will receive the amount of the exercise price upon the exercise of the options. There is no assurance any of the options will be exercised. </P>
<P style="margin-top:0px; margin-bottom:8.867px">The selling stockholders will receive all proceeds from the sales of these common shares, and they will pay any and all expenses incurred by them for brokerage, accounting or tax services (or any other expenses incurred by them in disposing of their common shares).<A NAME="FIS_SELLING_SHAREHOLDERS"></A></P>
<P style="margin:8px"><BR></P>
<A NAME="_Toc248293564"></A><P style="margin-top:0px; margin-bottom:13.333px" align=center><BR>
<BR></P>
<P style="margin:0px" align=center>13</P>
<P style="margin:0px"><BR></P>
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<P style="margin-top:0px; margin-bottom:13.333px; font-family:Times New Roman Bold; page-break-before:always" align=center><B>SELLING STOCKHOLDERS</B></P>
<P style="margin-top:10.467px; margin-bottom:0px">The selling stockholders named in this prospectus (the &quot;Selling Stockholders&quot;) are offering 500,000 shares of our common stock that may be offered and resold from time to time by certain eligible participants who receive shares or options under our 2009 Incentive Stock Plan. The selling stockholders named in this prospectus may be granted<B> </B>the options from time to time in consideration of services rendered as directors or officers of CoroWare and such shares are issuable upon exercise of stock options at exercise prices to be determined by the boards of directors. </P>
<P style="margin-top:10.467px; margin-bottom:0px">If, subsequent to the date of this reoffer prospectus, we grant any awards to persons who are affiliates of our company (as defined in Rule&nbsp;405 under the Securities Act), Instruction C of Form&nbsp;S-8 requires that we supplement this reoffer prospectus with the names of such affiliates and the amounts of securities to be reoffered by them as selling stockholders.</P>
<P style="margin-top:12.533px; margin-bottom:8.867px">The following table provides, as of December&nbsp;9, 2009, information regarding the beneficial ownership of our common shares held by each of the selling stockholders, including: </P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px">1.</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">the number of common shares owned by each selling stockholder prior to this offering;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px">2.</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">the total number of common shares that are to be offered by each selling stockholder; </P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px">3.</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">the total number of common shares that will be owned by each selling stockholder upon completion of the offering;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px">4.</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">the&nbsp;percentage owned by each selling stockholder; and</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px">5.</P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:80px">the identity of the beneficial holder of any entity that owns the common shares.</P>
<P style="margin-top:0px; margin-bottom:8.867px">Information with respect to beneficial ownership is based upon information obtained from the selling stockholders. Information with respect to &quot;Shares Beneficially Owned Prior to the Offering&quot; includes the shares issuable upon exercise of the stock options held by the selling stockholders to the extent these options are exercisable within 60 days of December&nbsp;9, 2009. Information with respect to &quot;Shares Beneficially Owned After the Offering&quot; assumes the sale of all of the common shares offered by this prospectus and no other purchases or sales of our common shares by the selling stockholders. Except as described below and to our knowledge, the named selling stockholder beneficially owns and has sole voting and investment power over all common shares or rights to these common shares.</P>
<P style="margin-top:0px; margin-bottom:8.867px">Because the selling stockholders may offer all or part of the common shares currently owned which they own pursuant to the offering contemplated by this reoffer prospectus, and because its offering is not being underwritten on a firm commitment basis, no estimate can be given as to the amount of shares that will be held upon termination of this offering. The common shares currently offered by this reoffer prospectus may be offered from time to time by the selling stockholders named below.</P>
<A NAME="OLE_LINK3"></A><TABLE style="font-size:10pt" cellspacing=0 align=center><TR height=0 style="font-size:0"><TD width=148.8></TD><TD width=19.133></TD><TD width=99.733></TD><TD width=19.067></TD><TD width=52.067></TD><TD width=19.067></TD><TD width=107.067></TD><TD width=19.067></TD><TD width=140></TD></TR>
<TR><TD valign=bottom width=148.8><P>&nbsp;</P></TD><TD valign=bottom width=19.133><P>&nbsp;</P></TD><TD style="border-bottom:1px solid #000000" valign=bottom width=170.867 colspan=3><P style="line-height:10pt; margin:0px; font-size:8pt" align=center><B>Shares BeneficiallyOwned<BR>
Prior To This Offering <SUP>(1)</SUP></B></P>
</TD><TD valign=bottom width=19.067><P>&nbsp;</P></TD><TD style="border-bottom:1px solid #000000" valign=bottom width=107.067><P style="line-height:10pt; margin:0px; font-size:8pt" align=center><B>Number of Shares<BR>
That May&nbsp;Be<BR>
Re-offered Pursuant<BR>
to the Prospectus</B></P>
</TD><TD valign=bottom width=19.067><P>&nbsp;</P></TD><TD style="border-bottom:1px solid #000000" valign=bottom width=140><P style="line-height:10pt; margin:0px; font-size:8pt" align=center><B>Shares Beneficially Owned<BR>
Upon Completion of the<BR>
Offering <SUP>(1)</SUP></B></P>
</TD></TR>
<TR><TD style="border-bottom:1px solid #000000" valign=bottom width=148.8><P style="line-height:10pt; margin:0px; font-size:8pt"><B>Name of Selling Stockholder</B></P>
</TD><TD valign=bottom width=19.133><P>&nbsp;</P></TD><TD style="border-bottom:1px solid #000000" valign=bottom width=99.733><P style="line-height:10pt; margin:0px; font-size:8pt" align=center><B>Number<SUP>(1)</SUP></B></P>
</TD><TD valign=bottom width=19.067><P>&nbsp;</P></TD><TD style="border-bottom:1px solid #000000" valign=bottom width=52.067><P style="line-height:10pt; margin:0px; font-size:8pt" align=center><B>Percent <SUP>(2)</SUP></B></P>
</TD><TD valign=bottom width=19.067><P>&nbsp;</P></TD><TD style="border-bottom:1px solid #000000" valign=bottom width=107.067><P style="line-height:10pt; margin:0px; font-size:8pt" align=center><B>Number<SUP>(1)</SUP></B></P>
</TD><TD valign=bottom width=19.067><P>&nbsp;</P></TD><TD style="border-bottom:1px solid #000000" valign=bottom width=140><P style="line-height:10pt; margin:0px; font-size:8pt" align=center><B>Number/Percent <SUP>(2)</SUP></B></P>
</TD></TR>
<TR><TD valign=bottom width=148.8><P style="margin:0px">Lloyd Spencer</P>
</TD><TD valign=bottom width=19.133><P style="margin:0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P>
</TD><TD valign=bottom width=99.733><P style="margin:0px" align=right>150,076</P>
</TD><TD valign=bottom width=19.067><P style="margin:0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P>
</TD><TD valign=bottom width=52.067><P style="margin:0px" align=right>3.52%</P>
</TD><TD valign=bottom width=19.067><P style="margin:0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P>
</TD><TD valign=bottom width=107.067><P style="margin:0px" align=right>500,000</P>
</TD><TD valign=bottom width=19.067><P style="margin:0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P>
</TD><TD valign=bottom width=140><P style="margin:0px" align=right>&#151;</P>
</TD></TR>
<TR><TD valign=bottom width=148.8><P style="margin:0px">Jon Mandrell</P>
</TD><TD valign=bottom width=19.133><P>&nbsp;</P></TD><TD style="border-bottom:1px solid #000000" valign=bottom width=99.733><P style="margin:0px" align=right>70,761</P>
</TD><TD valign=bottom width=19.067><P>&nbsp;</P></TD><TD style="border-bottom:1px solid #000000" valign=bottom width=52.067><P style="margin:0px" align=right>1.66%</P>
</TD><TD valign=bottom width=19.067><P>&nbsp;</P></TD><TD valign=bottom width=107.067><P style="margin:0px" align=right>500,000</P>
</TD><TD valign=bottom width=19.067><P>&nbsp;</P></TD><TD valign=bottom width=140><P style="margin:0px" align=right>&#151;</P>
</TD></TR>
<TR><TD valign=bottom width=148.8><P style="margin:0px"><B>Totals:</B></P>
</TD><TD valign=bottom width=19.133><P>&nbsp;</P></TD><TD style="border-bottom:3px double #000000" valign=bottom width=99.733><P style="margin:0px" align=right>220,837</P>
</TD><TD valign=bottom width=19.067><P>&nbsp;</P></TD><TD style="border-bottom:3px double #000000" valign=bottom width=52.067><P style="margin:0px" align=right>5.18%</P>
</TD><TD valign=bottom width=19.067><P>&nbsp;</P></TD><TD valign=bottom width=107.067><P>&nbsp;</P></TD><TD valign=bottom width=19.067><P>&nbsp;</P></TD><TD valign=bottom width=140><P>&nbsp;</P></TD></TR>
</TABLE>
<P style="margin-top:0px; margin-bottom:3.333px; padding-left:32px; text-indent:-32px">&#151;&#151;&#151;&#151;&#151;&#151;&#151;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:32px; text-indent:-32px">*</P>
<P style="margin-top:0px; margin-bottom:3.333px; padding-left:32px">The address for the above listed officers and directors is c/o CoroWare, Inc., 4056 148<SUP>th</SUP> Avenue NE, Redmond, WA 98052.</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:32px; text-indent:-32px">(1)</P>
<P style="margin-top:0px; margin-bottom:3.333px; padding-left:32px">Under Rule&nbsp;13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the&nbsp;percentage ownership of any person, the amount of shares </P>
<P style="margin-top:0px; margin-bottom:3.333px"><BR>
<BR></P>
<P style="margin:0px" align=center>14</P>
<P style="margin:0px"><BR></P>
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<P style="margin-top:0px; margin-bottom:3.333px; padding-left:32px; page-break-before:always">outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the&nbsp;percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of common shares actually outstanding on December&nbsp;9, 2009.</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:32px; text-indent:-32px">(2)</P>
<P style="margin-top:0px; margin-bottom:3.333px; padding-left:32px">Applicable&nbsp;percentage of ownership is based on 4,260,425 common shares outstanding as of December&nbsp;9, 2009. Since our company does not currently meet the registrant requirements for use of Form&nbsp;S-3, the amount of common shares which may be resold by means of this reoffer prospectus by each of the selling stockholders, and any other person with whom he or she is acting in concert for the purpose of selling securities of our company, must not exceed, in any three month period, the amount specified in Rule&nbsp;144(e) promulgated under the Securities Act.<A NAME="FIS_DISTRIBUTION_PLAN"></A></P>
<A NAME="_Toc248293565"></A><P style="margin-top:0px; margin-bottom:13.333px" align=center><BR>
<BR></P>
<P style="margin:0px" align=center>15</P>
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<P style="margin-top:0px; margin-bottom:13.333px; font-family:Times New Roman Bold; page-break-before:always" align=center><B>PLAN OF DISTRIBUTION</B></P>
<A NAME="S8_HTM__TOC121550115"></A><P style="margin-top:0px; margin-bottom:8.867px"><B>Timing of Sales</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">The selling stockholders may offer and sell the shares covered by this prospectus at various times. The selling stockholders will act independently of our company in making decisions with respect to the timing, manner and size of each sale.<A NAME="S8_HTM__TOC121550116"></A></P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>No Known Agreements to Resell the Shares</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">To our knowledge, no selling stockholder has any agreement or understanding, directly or indirectly, with any person to resell the common shares covered by this prospectus.</P>
<A NAME="S8_HTM__TOC121550117"></A><P style="margin-top:0px; margin-bottom:8.867px"><B>Offering Price</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">The sales price offered by the selling stockholders to the public may be:</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px">1.</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">the market price prevailing at the time of sale;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px">2.</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">a price related to such prevailing market price; or</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px">3.</P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:80px">such other price as the selling stockholders determine from time to time.</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>Manner of Sale </B></P>
<P style="margin-top:0px; margin-bottom:8.867px">The common shares may be sold by means of one or more of the following methods:</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px">1.</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">a block trade in which the broker-dealer so engaged will attempt to sell the common shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px">2.</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">purchases by a broker-dealer as principal and resale by that broker-dealer for its account pursuant to this prospectus;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px">3.</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">ordinary brokerage transactions in which the broker solicits purchasers;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px">4.</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">through options, swaps or derivatives; </P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px">5.</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">in transactions to cover short sales;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px">6.</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">privately negotiated transactions; or</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px">7.</P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:80px">in a combination of any of the above methods.</P>
<P style="margin-top:0px; margin-bottom:8.867px">The selling stockholders may sell their common shares directly to purchasers or may use brokers, dealers, underwriters or agents to sell their common shares. Brokers or dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions, discounts or concessions from the selling stockholders, or, if any such broker-dealer acts as agent for the purchaser of common shares, from the purchaser in amounts to be negotiated immediately prior to the sale. The compensation received by brokers or dealers may, but is not expected to, exceed that which is customary for the types of transactions involved.</P>
<P style="margin-top:0px; margin-bottom:8.867px">Broker-dealers may agree with a selling stockholder to sell a specified number of common shares at a stipulated price per common share, and, to the extent the broker-dealer is unable to do so acting as agent for a selling stockholder, to purchase as principal any unsold common shares at the price required to fulfill the broker-dealer commitment to the selling stockholder.</P>
<P style="margin-top:0px; margin-bottom:8.867px">Broker-dealers who acquire common shares as principal may thereafter resell the common shares from time to time in transactions, which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above, in the over-the-counter market or otherwise at prices and on terms then prevailing at the time of sale, at prices then related to the then-current market price or in negotiated transactions. In connection with resales of the common shares, broker-dealers may pay to or receive from the purchasers of shares commissions as described above.</P>
<P style="margin-top:0px; margin-bottom:8.867px">If our selling stockholders enter into arrangements with brokers or dealers, as described above, we are obligated to file a post-effective amendment to this registration statement disclosing such arrangements, including the names of any broker-dealers acting as underwriters.</P>
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<P style="margin-top:0px; margin-bottom:8.867px; page-break-before:always">The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the sale of the common shares may be deemed to be &quot;underwriters&quot; within the meaning of the Securities Act. In that event, any commissions received by broker-dealers or agents and any profit on the resale of the common shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>Sales Pursuant to Rule&nbsp;144</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">Any common shares covered by this prospectus which qualify for sale pursuant to Rule&nbsp;144 under the Securities Act may be sold under Rule&nbsp;144 rather than pursuant to this prospectus.</P>
<P style="margin-top:0px; margin-bottom:8.867px"><B>Regulation&nbsp;M</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">The selling stockholders must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock. In particular we will advise the selling stockholders that the anti-manipulation rules of Regulation&nbsp;M under the Exchange Act may apply to sales of common shares in the market and to the activities of the selling stockholders and their affiliates. Regulation&nbsp;M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for, or purchasing for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution.</P>
<P style="margin-top:0px; margin-bottom:8.867px">Accordingly, during such times as a selling stockholder may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, the selling stockholder must comply with applicable law and, among other things:</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px">1.</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">may not engage in any stabilization activities in connection with our common stock;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px">2.</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">may not cover short sales by purchasing shares while the distribution is taking place; and</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px">3.</P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:80px">may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.</P>
<P style="margin-top:0px; margin-bottom:8.867px">In addition, we will make copies of this prospectus available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act.</P>
<A NAME="S8_HTM__TOC121550121"></A><P style="margin-top:0px; margin-bottom:8.867px"><B>Penny Stock Rules</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">The SEC has adopted regulations which generally define &quot;penny stock&quot; to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and &quot;institutional accredited investors.&quot; The term &quot;institutional accredited investor&quot; refers generally to those accredited investors who are not natural persons and fall into one of the categories of accredited investor specified in subparagraphs (1), (2), (3), (7) or (8) of Rule&nbsp;501 of Regulation&nbsp;D promulgated under the Securities Act, including institutions with assets in excess of $5,000,000.</P>
<P style="margin-top:0px; margin-bottom:8.867px">The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form required by the Securities and Exchange Commission, obtain from the customer a signed and dated acknowledgement of receipt of the disclosure document and to wait two business days before effecting the transaction. The risk disclosure document provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account.</P>
<P style="margin-top:0px; margin-bottom:8.867px">The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.</P>
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<P style="margin-top:0px; margin-bottom:8.867px; page-break-before:always">These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.</P>
<A NAME="S8_HTM__TOC121550122"></A><P style="margin-top:0px; margin-bottom:8.867px"><B>State Securities Laws</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">Under the securities laws of some states, the common shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the common shares may not be sold unless the shares have been registered or qualified for sale in the state or an exemption from registration or qualification is available and is complied with.</P>
<A NAME="S8_HTM__TOC121550123"></A><P style="margin-top:0px; margin-bottom:8.867px"><B>Expenses of Registration</B></P>
<P style="margin-top:0px; margin-bottom:13.333px">We are bearing all costs relating to the registration of the common stock. These expenses are estimated to be $10,000, including, but not limited to, legal, accounting, printing and mailing fees. The selling stockholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.<A NAME="FIS_EXPERTS"></A></P>
<A NAME="_Toc248293566"></A><P style="margin-top:0px; margin-bottom:13.333px; font-family:Times New Roman Bold" align=center><B>LEGAL MATTERS</B></P>
<P style="margin-top:0px; margin-bottom:13.333px">The validity of the common stock has been passed upon by Madama Griffitts O&#146;Hara LLP, New York, New York.</P>
<A NAME="_Toc248293567"></A><P style="margin-top:0px; margin-bottom:13.333px; font-family:Times New Roman Bold" align=center><B>EXPERTS</B></P>
<P style="margin-top:0px; margin-bottom:13.333px">The consolidated financial statements incorporated by reference in the Prospectus have been audited by LBB &amp; Associates Ltd., LLP, an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting. </P>
<A NAME="_Toc248293568"></A><P style="margin-top:0px; margin-bottom:13.333px; font-family:Times New Roman Bold" align=center><B>DISCLOSURE OF COMMISSION POSITION ON<BR>
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">Under the Delaware General Corporation Law and our Articles of Incorporation, as amended, and our Bylaws, our directors will have no personal liability to us or our stockholders for monetary damages incurred as the result of the breach or alleged breach by a director of his &quot;duty of care.&quot; This provision does not apply to the directors' (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its stockholders or that involve the absence of good faith on the part of the director, (iii) approval of any transaction from which a director derives an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director's duty to the corporation or its stockholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of serious injury to the corporation or its stockholders, (v) acts or omissions that constituted an unexcused pattern of inattention that amounts to an abdication of the director's duty to the corporation or its stockholders, or (vi) approval of an unlawful dividend, distribution, stock repurchase or redemption. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.</P>
<P style="margin-top:0px; margin-bottom:8.867px">The effect of this provision in our Articles of Incorporation and Bylaws is to eliminate the rights of our Company and our stockholders (through stockholder's derivative suits on behalf of our Company) to recover monetary damages against a director for breach of his fiduciary duty of care as a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (vi) above. This provision does not limit nor eliminate the rights of our Company or any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director's duty of care. In addition, our Bylaws provide that if the Nevada General Corporation Law is amended to authorize the future elimination or limitation of the liability of a director, then the liability of the directors will be eliminated or limited to the fullest extent permitted by the law, as amended. The Nevada General Corporation Law grants corporations the right to indemnify their directors, officers, employees and agents in accordance with applicable law.</P>
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<P style="margin-top:0px; margin-bottom:13.333px; page-break-before:always">Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the &quot;Act&quot; or &quot;Securities Act&quot;) may be permitted to directors, officers or persons controlling our Company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.</P>
<A NAME="_Toc248293569"></A><P style="margin-top:0px; margin-bottom:13.333px; font-family:Times New Roman Bold" align=center><B>ADDITIONAL INFORMATION AVAILABLE TO YOU</B></P>
<P style="margin-top:0px; margin-bottom:13.333px">This prospectus is part of a Registration Statement on Form&nbsp;S-8 that we filed with the SEC. Certain information in the Registration Statement has been omitted from this prospectus in accordance with the rules of the SEC. We file annual, quarterly and special reports, proxy statements and other information with the SEC. You can inspect and copy the Registration Statement as well as reports, proxy statements and other information we have filed with the SEC at the public reference room maintained by the SEC at 100 F Street N.E. Washington, D.C. 20549, You can obtain copies from the public reference room of the SEC at 100 F Street N.E. Washington, D.C. 20549, upon payment of certain fees. You can call the SEC at 1-800-732-0330 for further information about the public reference room. We are also required to file electronic versions of these documents with the SEC, which may be accessed through the SEC's World Wide Web site at http://www.sec.gov. No dealer, salesperson or other person is authorized to give any information or to make any representations other than those contained in this prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by any person in any jurisdiction where such offer or solicitation is not authorized or is unlawful. Neither delivery of this prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of our company since the date hereof.</P>
<A NAME="_Toc248293570"></A><P style="margin-top:0px; margin-bottom:13.333px; font-family:Times New Roman Bold" align=center><B>INCORPORATION OF INFORMATION BY REFERENCE</B></P>
<P style="margin-top:0px; margin-bottom:8.867px; text-indent:48px">The following documents filed with the SEC are incorporated herein by reference: </P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px; font-family:Symbol">&#183;</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">The description of CoroWare&#146;s securities included in the Registration Statement on Form&nbsp;SB-2, as filed with the SEC on August&nbsp;21, 2006 and thereafter amended;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px; font-family:Symbol">&#183;</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">CoroWare&#146;s Annual Report on Form&nbsp;10-K for the year ended December&nbsp;31, 2008, as filed with the SEC on May&nbsp;15, 2009;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px; font-family:Symbol">&#183;</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">The CoroWare&#146;s quarterly report on Form&nbsp;10-Q for the periods ending March&nbsp;31, June&nbsp;30 and September&nbsp;30, 2009; </P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px; font-family:Symbol">&#183;</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">The CoroWare's Current Reports filed on Form&nbsp;8-K filed with the SEC on October&nbsp;22, August&nbsp;28, August&nbsp;7, April&nbsp;7, March&nbsp;18, 2009, respectively; and </P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px; font-family:Symbol">&#183;</P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:80px">All documents subsequently filed by the Registrant pursuant to Section&nbsp;13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents<FONT style="font-family:Times New (W1)">.</FONT></P>
<P style="margin-top:0px; margin-bottom:13.333px" align=center><BR></P>
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<P style="margin:0px" align=center>19</P>
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<P style="margin-top:0px; margin-bottom:8.867px; page-break-before:always" align=center><B>COROWARE, INC.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px" align=center>500,000<B> </B>shares of Common Stock to be Offered and Sold by Selling Stockholders</P>
<P style="margin-top:0px; margin-bottom:8.867px" align=center>December&nbsp;16, 2009</P>
<P style="margin-top:0px; margin-bottom:8.867px" align=center><BR></P>
<P style="margin-top:0px; margin-bottom:7.4px" align=center>____________________________</P>
<P style="margin-top:0px; margin-bottom:2.8px" align=center><B>PROSPECTUS</B></P>
<P style="margin-top:0px; margin-bottom:8.867px" align=center>_____________________________</P>
<P style="line-height:13.5pt; margin:0px; padding-bottom:4px; border-bottom:1px solid #000000"><BR></P>
<P style="margin-top:2.2px; margin-bottom:8.867px"><B>No dealer, salesman or other person has been authorized to give any information or to make any representations other than those contained in this reoffer prospectus. Any information or representations not herein contained, if given or made, must not be relied upon as having been authorized by CoroWare, Inc. This reoffer prospectus does not constitute an offer or solicitation in respect to these securities in any jurisdiction in which such offer or solicitation would be unlawful. The delivery of this reoffer prospectus shall not, under any circumstances, create any implication that there has been no change in the affairs of CoroWare, Inc. or that the information contained herein is correct as of any time subsequent to the date of this reoffer prospectus. However, in the event of a material change, this reoffer prospectus will be amended or supplemented accordingly.</B></P>
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<P style="margin:0px" align=center>20</P>
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<P style="margin-top:0px; margin-bottom:7.4px; page-break-before:always" align=center><B>PART II</B></P>
<P style="margin-top:0px; margin-bottom:7.4px" align=center><B>INFORMATION NOT REQUIRED IN PROSPECTUS</B></P>
<A NAME="FIS_DOCUMENTS_BY_REFERENCE"></A><A NAME="_Toc248293271"></A><A NAME="_Toc248293571"></A><P style="margin-top:0px; margin-bottom:-16px; padding-left:72px; text-indent:-72px"><B>Item 3.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:72px"><B>Incorporation of Documents by Reference.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px">The Registrant hereby incorporates by reference into this Registration Statement the documents listed below. In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the &quot;Exchange Act&quot;), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents:</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px; font-family:Symbol">&#183;</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">The description of CoroWare&#146;s securities included in the Registration Statement on Form&nbsp;SB-2, as filed with the SEC on August&nbsp;21, 2006 and thereafter amended;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px; font-family:Symbol">&#183;</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">CoroWare&#146;s Annual Report on Form&nbsp;10-K for the year ended December&nbsp;31, 2008, as filed with the SEC on May&nbsp;15, 2009;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px; font-family:Symbol">&#183;</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">The CoroWare&#146;s quarterly report on Form&nbsp;10-Q for the periods ending March&nbsp;31, June&nbsp;30 and September&nbsp;30, 2009; </P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px; font-family:Symbol">&#183;</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:80px">The CoroWare's Current Reports filed on Form&nbsp;8-K filed with the SEC on October&nbsp;22, August&nbsp;28, August&nbsp;7, April&nbsp;7, March&nbsp;18, 2009, respectively; and </P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:80px; text-indent:-32px; font-family:Symbol">&#183;</P>
<P style="margin-top:0px; margin-bottom:13.333px; padding-left:80px">All documents subsequently filed by the Registrant pursuant to Section&nbsp;13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.</P>
<A NAME="_Toc248293272"></A><A NAME="_Toc248293572"></A><P style="margin-top:0px; margin-bottom:-16px; padding-left:72px; text-indent:-72px"><B>Item 4.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:72px"><B>Description of Securities.</B></P>
<P style="margin-top:0px; margin-bottom:13.333px">Not Applicable.</P>
<A NAME="_Toc248293273"></A><A NAME="_Toc248293573"></A><P style="margin-top:0px; margin-bottom:-16px; padding-left:72px; text-indent:-72px"><B>Item 5.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:72px"><B>Interests of Named Experts and Counsel.</B></P>
<P style="margin-top:0px; margin-bottom:13.333px">Not Applicable.</P>
<A NAME="_Toc248293274"></A><A NAME="_Toc248293574"></A><P style="margin-top:0px; margin-bottom:-16px; padding-left:72px; text-indent:-72px"><B>Item 6.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:72px"><B>Indemnification of Directors and Officers.<A NAME="FIS_EXEMPTION_FROM_REGISTRATION"></A></B></P>
<P style="margin-top:0px; margin-bottom:8.867px">Under the Delaware General Corporation Law and our Articles of Incorporation, as amended, and our Bylaws, our directors will have no personal liability to us or our stockholders for monetary damages incurred as the result of the breach or alleged breach by a director of his &quot;duty of care.&quot; This provision does not apply to the directors' (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its stockholders or that involve the absence of good faith on the part of the director, (iii) approval of any transaction from which a director derives an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director's duty to the corporation or its stockholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of serious injury to the corporation or its stockholders, (v) acts or omissions that constituted an unexcused pattern of inattention that amounts to an abdication of the director's duty to the corporation or its stockholders, or (vi) approval of an unlawful dividend, distribution, stock repurchase or redemption. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.</P>
<P style="margin-top:0px; margin-bottom:8.867px">The effect of this provision in our Articles of Incorporation and Bylaws is to eliminate the rights of our Company and our stockholders (through stockholder's derivative suits on behalf of our Company) to recover monetary damages against a director for breach of his fiduciary duty of care as a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (vi) above. This provision does not limit nor eliminate the rights of our Company or any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director's duty of care. In addition, our Bylaws </P>
<P style="margin-top:0px; margin-bottom:8.867px"><BR>
<BR></P>
<P style="margin:0px" align=center>II-1</P>
<P style="margin:0px"><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin-top:0px; margin-bottom:8.867px; page-break-before:always">provide that if the Nevada General Corporation Law is amended to authorize the future elimination or limitation of the liability of a director, then the liability of the directors will be eliminated or limited to the fullest extent permitted by the law, as amended. The Nevada General Corporation Law grants corporations the right to indemnify their directors, officers, employees and agents in accordance with applicable law.</P>
<P style="margin-top:0px; margin-bottom:13.333px">Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the &quot;Act&quot; or &quot;Securities Act&quot;) may be permitted to directors, officers or persons controlling our Company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.</P>
<A NAME="_Toc248293275"></A><A NAME="_Toc248293575"></A><P style="margin-top:0px; margin-bottom:-16px; padding-left:72px; text-indent:-72px"><B>Item 7.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:72px"><B>Exemption from Registration Claimed.</B></P>
<P style="margin-top:0px; margin-bottom:13.333px">Not applicable.<A NAME="FIS_EXHIBITS"></A></P>
<A NAME="_Toc248293276"></A><A NAME="_Toc248293576"></A><P style="margin-top:0px; margin-bottom:-16px; padding-left:72px; text-indent:-72px"><B>Item 8.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:72px"><B>Exhibits.</B></P>
<P style="margin-top:0px; margin-bottom:13.333px"><B>EXHIBIT </B></P>
<TABLE style="font-size:10pt" cellspacing=0><TR height=0 style="font-size:0"><TD width=61.267></TD><TD width=21></TD><TD width=540></TD></TR>
<TR><TD width=61.267><P>&nbsp;</P></TD><TD width=21><P>&nbsp;</P></TD><TD width=540><P>&nbsp;</P></TD></TR>
<TR><TD style="border-bottom:1px solid #000000" valign=top width=61.267><P style="line-height:10pt; margin:0px" align=center><B>NUMBER</B></P>
</TD><TD valign=top width=21><P style="margin:0px"><B>&nbsp;&nbsp;&nbsp;</B></P>
</TD><TD style="border-bottom:1px solid #000000" valign=top width=540><P style="line-height:10pt; margin:0px"><B>EXHIBIT</B></P>
</TD></TR>
<TR><TD style="border-bottom:1px solid #000000" valign=top width=61.267><P>&nbsp;</P></TD><TD valign=top width=21><P>&nbsp;</P></TD><TD style="border-bottom:1px solid #000000" valign=top width=540><P>&nbsp;</P></TD></TR>
<TR><TD valign=top width=61.267><P style="margin:0px" align=center><A HREF="cowi_exh41.htm"><U>4.1</U></A><FONT style="color:#0000FF"><U></U></FONT></P>
</TD><TD valign=top width=21><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=540><P style="margin:0px">Coroware, Inc. 2009 Incentive Stock Plan</P>
</TD></TR>
<TR><TD valign=top width=61.267><P style="margin:0px" align=center><A HREF="cowi_exh51.htm"><U>5.1</U></A><FONT style="color:#0000FF"><U></U></FONT></P>
</TD><TD valign=top width=21><P style="margin:0px">&nbsp;&nbsp;&nbsp;</P>
</TD><TD valign=top width=540><P style="margin:0px">Opinion of <A NAME="OLE_LINK1"></A>Madama Griffitts O&#146;Hara LLP.</P>
</TD></TR>
<TR><TD valign=top width=61.267><P style="margin:0px; font-family:Times New (W1)" align=center>&nbsp;&nbsp;23.1*</P>
</TD><TD valign=top width=21><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=540><P style="margin:0px">Consent of Madama Griffitts O&#146;Hara LLP is contained in Exhibit&nbsp;5.1.</P>
</TD></TR>
<TR><TD valign=top width=61.267><P style="margin:0px" align=center><A HREF="cowi_exh232.htm"><U>23.2</U></A><FONT style="color:#0000FF"><U></U></FONT></P>
</TD><TD valign=top width=21><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=540><P style="margin:0px">Consent of LBB &amp; Associates Ltd., LLP.</P>
</TD></TR>
<TR><TD valign=top width=61.267><P>&nbsp;</P></TD><TD valign=top width=21><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=540><P>&nbsp;</P></TD><A NAME="FIS_UNDERTAKINGS"></A><A NAME="_Toc248293277"></A><A NAME="_Toc248293577"></A></TR>
</TABLE>
<P style="margin:0px; padding-left:72px; text-indent:-72px">&#151;&#151;&#151;&#151;&#151;&#151;&#151;</P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:16px; text-indent:-16px">*</P>
<P style="margin:0px; padding-left:16px">Contained herein as referenced.</P>
<P style="margin-top:8.867px; margin-bottom:-16px; padding-left:72px; text-indent:-72px"><B>Item 9.</B></P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:72px"><B>Undertakings.</B></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:64px; text-indent:-32px"><FONT style="background-color:#FFFFFF">(a)</FONT></P>
<P style="margin-top:0px; margin-bottom:8.867px; padding-left:64px"><FONT style="background-color:#FFFFFF">The undersigned registrant hereby undertakes: </FONT></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-32px"><FONT style="background-color:#FFFFFF">(1)</FONT></P>
<P style="margin-top:0px; margin-bottom:6.667px; padding-left:96px"><FONT style="background-color:#FFFFFF">To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: </FONT></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:128px; text-indent:-32px">(i)</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:128px">To include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act of 1933; </P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:128px; text-indent:-32px">(ii)</P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:128px">To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule&nbsp;424(b) if, in the aggregate, the changes in volume and price represent no more than 20&nbsp;percent change in the maximum aggregate offering price set forth in the &#147;Calculation of Registration Fee&#148; table in the effective registration statement; </P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:128px; text-indent:-32px">(iii)</P>
<P style="margin-top:0px; margin-bottom:6.667px; padding-left:128px">To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; </P>
<P style="margin-top:0px; margin-bottom:6.667px; text-indent:48px"><FONT style="background-color:#FFFFFF"><I>Provided, however</I></FONT><FONT style="background-color:#FFFFFF">, that paragraphs (1)(i), and (1)(ii) do not apply if the Registration Statement is on Form&nbsp;S-8 and if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section&nbsp;13 or section&nbsp;15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.</FONT></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-32px"><FONT style="background-color:#FFFFFF">(2)</FONT></P>
<P style="margin-top:0px; margin-bottom:6.667px; padding-left:96px"><FONT style="background-color:#FFFFFF">That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial </FONT><FONT style="background-color:#FFFFFF"><I>bona fide </I></FONT><FONT style="background-color:#FFFFFF">offering thereof. </FONT></P>
<P style="margin-top:0px; margin-bottom:6.667px"><BR>
<BR></P>
<P style="margin:0px" align=center>II-2</P>
<P style="margin:0px"><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-32px; page-break-before:always"><FONT style="background-color:#FFFFFF">(3)</FONT></P>
<P style="margin-top:0px; margin-bottom:6.667px; padding-left:96px"><FONT style="background-color:#FFFFFF">To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. </FONT></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-32px"><FONT style="background-color:#FFFFFF">(4)</FONT></P>
<P style="margin-top:0px; margin-bottom:6.667px; padding-left:96px"><FONT style="background-color:#FFFFFF">That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant&#146;s annual report pursuant to Section&nbsp;13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan&#146;s annual report pursuant to Section&nbsp;15(d) of the Securities Exchange Act of 1934)&nbsp;that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial </FONT><FONT style="background-color:#FFFFFF"><I>bona fide </I></FONT><FONT style="background-color:#FFFFFF">offering thereof. </FONT></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-32px"><FONT style="background-color:#FFFFFF">(5)</FONT></P>
<P style="margin-top:0px; margin-bottom:6.667px; padding-left:96px"><FONT style="background-color:#FFFFFF">That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: </FONT></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:128px; text-indent:-32px"><FONT style="background-color:#FFFFFF">(A)</FONT></P>
<P style="margin-top:0px; margin-bottom:6.667px; padding-left:128px"><FONT style="background-color:#FFFFFF">Each prospectus filed by a Registrant pursuant to Rule&nbsp;424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and </FONT></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:128px; text-indent:-32px"><FONT style="background-color:#FFFFFF">(B)</FONT></P>
<P style="margin-top:0px; margin-bottom:6.667px; padding-left:128px"><FONT style="background-color:#FFFFFF">Each prospectus required to be filed pursuant to Rule&nbsp;424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule&nbsp;430B relating to an offering made pursuant to Rule&nbsp;415(a)(1)(i), (vii)&nbsp;or (x)&nbsp;for the purpose of providing the information required by Section&nbsp;10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule&nbsp;430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial </FONT><FONT style="background-color:#FFFFFF"><I>bona fide </I></FONT><FONT style="background-color:#FFFFFF">offering thereof. </FONT><FONT style="background-color:#FFFFFF"><I>Provided, however</I></FONT><FONT style="background-color:#FFFFFF">, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. </FONT></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:96px; text-indent:-32px"><FONT style="background-color:#FFFFFF">(6)</FONT></P>
<P style="margin-top:0px; margin-bottom:6.667px; padding-left:96px"><FONT style="background-color:#FFFFFF">That, for the purpose of determining liability of a Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned Registrant undertakes that in a primary offering of securities of an undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: </FONT></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:128px; text-indent:-32px"><FONT style="background-color:#FFFFFF">(i)</FONT></P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:128px"><FONT style="background-color:#FFFFFF">Any preliminary prospectus or prospectus of an undersigned Registrant relating to the offering required to be filed pursuant to Rule&nbsp;424; </FONT></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:128px; text-indent:-32px"><FONT style="background-color:#FFFFFF">(ii)</FONT></P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:128px"><FONT style="background-color:#FFFFFF">Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned Registrant or used or referred to by an undersigned Registrant; </FONT></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:128px; text-indent:-32px"><FONT style="background-color:#FFFFFF">(iii)</FONT></P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:128px"><FONT style="background-color:#FFFFFF">The portion of any other free writing prospectus relating to the offering containing material information about an undersigned Registrant or its securities provided by or on behalf of an undersigned Registrant; and </FONT></P>
<P style="margin-top:0px; margin-bottom:-16px; padding-left:128px; text-indent:-32px"><FONT style="background-color:#FFFFFF">(iv)</FONT></P>
<P style="margin-top:0px; margin-bottom:4.467px; padding-left:128px"><FONT style="background-color:#FFFFFF">Any other communication that is an offer in the offering made by an undersigned Registrant to the purchaser. </FONT></P>
<P style="margin-top:0px; margin-bottom:8.867px; text-indent:48px"><FONT style="background-color:#FFFFFF">Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. </FONT></P>
<P style="margin-top:0px; margin-bottom:8.867px"><BR>
<BR></P>
<P style="margin:0px" align=center>II-3</P>
<P style="margin:0px"><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin:0px; text-indent:48px; page-break-before:always"><FONT style="background-color:#FFFFFF">In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. </FONT></P>
<P style="margin-top:0px; margin-bottom:20px" align=center><BR>
<BR></P>
<P style="margin:0px" align=center>II-4</P>
<P style="margin:0px"><BR></P>
<HR style="margin-top:9.6px; margin-bottom:9.6px" noshade size=1.333>
<P style="margin-top:0px; margin-bottom:20px; page-break-before:always" align=center><B>SIGNATURES</B></P>
<P style="margin-top:0px; margin-bottom:20px">Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form&nbsp;S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on December&nbsp;16, 2009. </P>
<TABLE style="font-size:10pt" cellspacing=0 align=center><TR height=0 style="font-size:0"><TD width=334.2></TD><TD width=37.933></TD><TD width=251.867></TD></TR>
<TR><TD valign=bottom width=334.2><P style="margin:0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</P>
</TD><TD valign=bottom width=289.8 colspan=2><P style="margin:0px"><B>COROWARE, INC.</B></P>
</TD></TR>
<TR><TD valign=bottom width=334.2><P>&nbsp;</P></TD><TD valign=bottom width=37.933><P>&nbsp;</P></TD><TD valign=bottom width=251.867><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD valign=bottom width=334.2><P>&nbsp;</P></TD><TD valign=bottom width=37.933><P style="margin:0px">&nbsp;</P>
</TD><TD valign=bottom width=251.867><P style="margin:0px">&nbsp;</P>
</TD></TR>
<TR><TD valign=bottom width=334.2><P>&nbsp;</P></TD><TD valign=bottom width=37.933><P style="margin:0px">By: </P>
</TD><TD style="border-bottom:1px solid #000000" valign=bottom width=251.867><P style="margin:0px">/s/ LLOYD SPENCER</P>
</TD></TR>
<TR><TD valign=bottom width=334.2><P style="margin:0px">&nbsp;</P>
</TD><TD valign=bottom width=37.933><P style="margin:0px">&nbsp;</P>
</TD><TD valign=bottom width=251.867><P style="margin:0px">Lloyd Spencer</P>
</TD></TR>
<TR><TD valign=bottom width=334.2><P style="margin:0px">&nbsp;</P>
</TD><TD valign=bottom width=37.933><P style="margin:0px">&nbsp;</P>
</TD><TD valign=bottom width=251.867><P style="margin:0px">Chief Executive Officer and<BR>
Interim Chief Financial Officer</P>
</TD></TR>
</TABLE>
<P style="margin-top:13.333px; margin-bottom:13.333px">Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.</P>
<TABLE style="font-size:10pt" cellspacing=0 align=center><TR height=0 style="font-size:0"><TD width=236></TD><TD width=21></TD><TD width=233.533></TD><TD width=18></TD><TD width=112.467></TD></TR>
<TR><TD width=236><P>&nbsp;</P></TD><TD width=21><P>&nbsp;</P></TD><TD width=233.533><P>&nbsp;</P></TD><TD width=18><P>&nbsp;</P></TD><TD width=112.467><P>&nbsp;</P></TD></TR>
<TR><TD valign=bottom width=236><P style="line-height:10pt; margin:0px; font-size:8pt" align=center><B>NAME</B></P>
</TD><TD valign=bottom width=21><P>&nbsp;</P></TD><TD valign=bottom width=233.533><P style="line-height:10pt; margin:0px; font-size:8pt" align=center><B>TITLE</B></P>
</TD><TD valign=top width=18><P>&nbsp;</P></TD><TD valign=bottom width=112.467><P style="line-height:10pt; margin:0px; font-size:8pt" align=center><B>DATE</B></P>
</TD></TR>
<TR><TD valign=bottom width=236><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=bottom width=21><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=bottom width=233.533><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=top width=18><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=bottom width=112.467><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD></TR>
<TR><TD style="border-bottom:1px solid #000000" valign=bottom width=236><P style="margin:0px">/s/ LLOYD T. SPENCER</P>
</TD><TD valign=bottom width=21><P style="margin:0px">&nbsp;&nbsp;&nbsp;</P>
</TD><TD valign=bottom width=233.533><P style="margin:0px">Chief Executive Officer, Interim Chief</P>
</TD><TD valign=top width=18><P style="margin:0px">&nbsp;&nbsp;&nbsp;</P>
</TD><TD valign=bottom width=112.467><P style="margin:0px" align=center>December&nbsp;16, 2009</P>
</TD></TR>
<TR><TD valign=bottom width=236><P style="margin:0px">Lloyd T. Spencer</P>
</TD><TD valign=bottom width=21><P style="margin:0px">&nbsp;</P>
</TD><TD valign=bottom width=233.533><P style="margin:0px">Financial Officer, Director</P>
</TD><TD valign=top width=18><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=bottom width=112.467><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD></TR>
<TR><TD valign=bottom width=236><P>&nbsp;</P></TD><TD valign=bottom width=21><P>&nbsp;</P></TD><TD valign=bottom width=233.533><P>&nbsp;</P></TD><TD valign=top width=18><P>&nbsp;</P></TD><TD valign=bottom width=112.467><P>&nbsp;</P></TD></TR>
<TR><TD style="border-bottom:1px solid #000000" valign=bottom width=236><P style="margin:0px">/s/ JON MANDRELL</P>
</TD><TD valign=bottom width=21><P>&nbsp;</P></TD><TD valign=bottom width=233.533><P style="margin:0px">Secretary and Director</P>
</TD><TD valign=top width=18><P>&nbsp;</P></TD><TD valign=bottom width=112.467><P style="margin:0px" align=center>December&nbsp;16, 2009</P>
</TD></TR>
<TR><TD valign=bottom width=236><P style="margin:0px">Jon Mandrell</P>
</TD><TD valign=bottom width=21><P>&nbsp;</P></TD><TD valign=bottom width=233.533><P>&nbsp;</P></TD><TD valign=top width=18><P>&nbsp;</P></TD><TD valign=bottom width=112.467><P>&nbsp;</P></TD></TR>
<TR><TD valign=bottom width=236><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=bottom width=21><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=bottom width=233.533><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=top width=18><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=bottom width=112.467><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD></TR>
<TR><TD style="border-bottom:1px solid #000000" valign=bottom width=236><P style="margin:0px">/s/&nbsp;MARTIN NIELSON </P>
</TD><TD valign=bottom width=21><P style="margin:0px">&nbsp;</P>
</TD><TD valign=bottom width=233.533><P style="margin:0px">Director</P>
</TD><TD valign=top width=18><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=bottom width=112.467><P style="margin:0px" align=center>December&nbsp;16, 2009</P>
</TD></TR>
<TR><TD valign=bottom width=236><P style="margin:0px">Martin Nielson</P>
</TD><TD valign=bottom width=21><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=bottom width=233.533><P>&nbsp;</P></TD><TD valign=top width=18><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=bottom width=112.467><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD></TR>
<TR><TD valign=bottom width=236><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=bottom width=21><P style="margin:0px">&nbsp;</P>
</TD><TD valign=bottom width=233.533><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=18><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=bottom width=112.467><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD></TR>
<TR><TD style="border-bottom:1px solid #000000" valign=bottom width=236><P style="margin:0px">/s/ CHARLES H. HOUSE</P>
</TD><TD valign=bottom width=21><P style="margin:0px">&nbsp;</P>
</TD><TD valign=bottom width=233.533><P style="margin:0px">Chairman of the Board of Directors</P>
</TD><TD valign=top width=18><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=bottom width=112.467><P style="margin:0px" align=center>December&nbsp;16, 2009</P>
</TD></TR>
<TR><TD valign=bottom width=236><P style="margin:0px">Charles H. House</P>
</TD><TD valign=bottom width=21><P style="margin:0px">&nbsp;</P>
</TD><TD valign=bottom width=233.533><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=18><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=bottom width=112.467><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD></TR>
<TR><TD valign=bottom width=236><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=bottom width=21><P style="margin:0px">&nbsp;</P>
</TD><TD valign=bottom width=233.533><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=18><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=bottom width=112.467><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD></TR>
<TR><TD style="border-bottom:1px solid #000000" valign=bottom width=236><P style="margin:0px">/s/ JOHN KROON</P>
</TD><TD valign=bottom width=21><P style="margin:0px">&nbsp;</P>
</TD><TD valign=bottom width=233.533><P style="margin:0px">Director</P>
</TD><TD valign=top width=18><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=bottom width=112.467><P style="margin:0px" align=center>December&nbsp;16, 2009</P>
</TD></TR>
<TR><TD valign=bottom width=236><P style="margin:0px">John Kroon</P>
</TD><TD valign=bottom width=21><P style="margin:0px">&nbsp;</P>
</TD><TD valign=bottom width=233.533><P style="margin:0px">&nbsp;</P>
</TD><TD valign=top width=18><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD><TD valign=bottom width=112.467><P style="margin-top:5.533px; margin-bottom:5.533px">&nbsp;</P>
</TD></TR>
</TABLE>
<P style="margin:0px"><BR></P>
<P style="margin:0px"><BR>
<BR></P>
<P style="margin:0px" align=center>II-5</P>
<P style="margin:0px"><BR></P>
</BODY>
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[{"type": "S-8", "sequence": "1", "filename": "cowi_s8.htm", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 138183}]
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CoroWare, Inc.
As filed with the Securities and Exchange Commission on December 16, 2009
Registration No. 333-[     ]
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
———————————
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
———————————
CoroWare, Inc.
(Exact name of registrant as specified in its charter)
Delaware
95-4868120
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
4074 148
th
Avenue NE
Redmond, WA  98052
(800) 641-2676
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
———————————
2009 Incentive Stock Plan
(Full title of plan)
Lloyd T. Spencer
Chief Executive Officer
CoroWare, Inc.
4074 148
th
Avenue NE
Redmond, WA  98052
(800) 641-2676
(Name, address, including zip code, and telephone number, including area code, of agent for service)
———————————
Copies to:
Mary Payton O'Hara, Esq.
Madama Griffitts O'Hara LLP
New York, NY 10016
(212) 209-5483
(212) 209-5460 (fax)
———————————
CALCULATION OF REGISTRATION FEE
Title of  Securities
to be Registered
Amount to
be Registered
Proposed Maximum
Offering Price
Per  Share (2)
Proposed Maximum
Aggregate Offering
Price
Amount
of
Registration
Fee
Common Stock
500,000
shares (1)
$0.056
$28,000
$1.57
———————
1.
Issuable pursuant to the 2009 Stock Option Plan.
2.
Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and not as a representation as to any actual proposed price. The offering price per share, maximum aggregate offering price and registration fee is based upon the average of the bid and the asked price on the over the counter bulletin board of $0.055 and $0.56, respectively, on December 16, 2009.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Item 1.
Plan Information.
The documents containing the information specified in Item 1 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act") and Note to Part I of Form S-8 thereunder. Such documents are not required to be and are not filed with the Securities and Exchange Commission (the "SEC") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 2.
Registrant Information and Employee Plan Annual Information.
We will provide to each Recipient a written statement advising it of the availability of documents incorporated by reference in Item 3 of Part II of this Registration Statement and of documents required to be delivered pursuant to Rule 428(b) under the Securities Act without charge and upon written or oral notice by contacting:
Lloyd T. Spencer
Chief Executive Officer
CoroWare, Inc.
4074 148
th
Avenue NE
Redmond, WA 98052
(800) 641-2676
**
All common share amounts and per share amounts in the accompanying consolidated financial statements and in this Registration Statement on Form S-8 reflect the one-for-three hundred reverse stock split of the issued and outstanding shares of CoroWare, Inc.'s common stock effective on April 8, 2009.
REOFFER PROSPECTUS
CoroWare, Inc.
500,000 Shares of Common Stock
(par value, $.001 per share)
This reoffer prospectus relates to the offer and sale from time to time by directors, officers, employees or consultants, who may be considered "affiliates" of CoroWare, Inc., of up to 500,000 shares of our common stock, par value $0.001 per share, which are issuable under our 2009 Incentive Stock Plan or upon the exercise of options issuable under such plan. The names of persons selling shares under this prospectus and the amount of such shares are set forth under "Selling Stockholders" to the extent we presently have such information. However, other affiliate selling stockholders may elect to sell shares under this prospectus as they receive them from time to time in the future in which case, as their names and amounts of shares to be reoffered become known, we will supplement this prospectus with that information. In addition, certain non-affiliates holding less than the lesser of 1,000 shares or 1% of our outstanding common stock may resell restricted securities up to that amount under this prospectus without being named herein.
The common stock may be sold from time to time by the selling stockholders in the over-the-counter market or otherwise at prices and at terms then prevailing or at prices related to the then current market price or in negotiated transactions. The common stock may be sold by one or more of the following: (i) block trades in which the broker or dealer so engaged will attempt to sell the shares as agent, but may position and resell portions of the block as principal to facilitate the transaction; (ii) purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus; (iii) an exchange distribution in accordance with the rules of such exchange; and (iv) ordinary brokerage transactions and transactions in which the broker solicits purchases. In effecting sales, brokers or dealers engaged by the selling stockholder may arrange for other brokers or dealers to participate. Brokers or dealers will receive commissions or discounts from selling stockholders in amounts to be negotiated immediately prior to the sale. Such brokers or dealers and any other participating brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended, in connection with such sales. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus. We will not receive any of the proceeds from the sale of these shares. We have paid the expenses of preparing this prospectus and the related registration statement.
Our common stock is traded on the OTC Bulletin Board under the symbol "COWI." On December 8, 2009, the closing bid price of our common stock on such market was $0.05 per share.
Investing in our common stock involves risks. See "Risk Factors" on page eight of this reoffer prospectus. These are speculative securities.
Since our company does not currently meet the registrant requirements for use of Form S-3, the amount of common shares which may be resold by means of this reoffer prospectus by each of the selling stockholders, and any other person with whom he or she is acting in concert for the purpose of selling securities of our company, must not exceed, in any three month period, the amount specified in Rule 144(e) promulgated under the Securities Act.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is December 16, 2009.
2
TABLE OF CONTENTS
Prospectus Summary
4
This Offering
7
Risk Factors
8
Cautionary Note Regarding Forward-Looking Statements
13
Determination Of Offering Price
13
Use of Proceeds
13
Selling Stockholders
14
Plan of Distribution
16
Legal Matters
18
Experts
18
Disclosure of Commission Position on Indemnification for Securities Act Liabilities
18
Additional Information Available to You
19
Incorporation of Information by Reference
19
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
3
PROSPECTUS SUMMARY
The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the "risk factors" section, the financial statements and the secured convertible notes to the financial statements.
Background
CoroWare, Inc. is a professional services, software development and managed services company that develops and delivers telepresence products and services, collaborative web applications, and mobile robotics solutions to its customers in North America and Europe. We have historically focused our efforts in the software products, education and automotive industry sectors. We have one operational subsidiary: CoroWare Technologies, Inc. ("CTI").
CTI delivers high value services and innovative solutions that maximize technology investments and achieve customer goals.
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 plans to continue offering 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.
CTI is comprised of three principal solutions delivery groups:
·
Software and IT Consulting: Professional Services, including IT management, software development, content management, program management.
·
Robotics and Automation: Professional Services such as visualization, simulation and software development; and Mobile Robot Platforms for university, government and corporate researchers.
·
Telepresence: High definition video conferencing solutions and subscription services.
Our 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. Our 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.
Software and IT Consulting
CTI provides release management, software systems development, and product integration services that help our customers deliver high quality products, solutions and services.
Release and Project Management
CTI's program managers are experts in Microsoft's product and solution development tools and processes. CTI uses that experience to create product specifications, develop project plans, and perform security and release management audits – with the objective of helping Microsoft deliver its solutions and products efficiently, affordably and on schedule. CTI's senior consultants design complex testing and demonstration environments using the latest Microsoft virtualization technology, ensuring rapid, scalable and low-fault deployments.
4
Technology Adoption Lab Management
CTI's team of experienced hardware and software deployment engineers architect, deploy and support state-of-the-art computer lab facilities that include the latest builds of operating systems, developer tools, and servers. CTI engineers work side-by-side with Microsoft employees and partners to ensure that they can deploy and test applications on pre-release and newly released Microsoft platforms. CTI employees currently offer these services in two Microsoft data centers and labs.
Interactive Multimedia Solutions
CTI possesses the tools and experience to produce highly customizable electronic publications, providing Microsoft and other companies the opportunity to collect and publish electronic information in compelling, media-rich formats.
Solution Delivery
CTI is focused on delivering solutions around a key set of Microsoft products. CTI offers solutions, envisioning, design, development and testing services through architects and developers who are experienced in a range of Microsoft solutions and technologies.
Robotics and Automation
Professional Services
CTI is focused on the global market for service robots and offers its robotic integration expertise to customers who are looking for product realization, robotics simulation, systems architecture and design, and robotic applications development services. The Company believes CTI is uniquely positioned with its knowledge of robotics simulation, Microsoft Robotics Studio, software systems development, and hardware and software integration services to help its customers deliver innovative product and solutions. For example, CTI has been working on projects that help customers simulate and develop complex robots based on Microsoft Robotic Studio.
Solutions and Products
In May 2007, CTI began shipping the CoroBot, an affordable and flexible mobile robot for researchers, hobbyists and developers in the industrial and service robot segments. Some university customers are deploying CoroBots for use in various lab activities, including the development of swarm robotics applications designed to leverage groups of robots to complete complex tasks.
CTI designed the CoroBot to meet the need for affordable and flexible mobile robot platforms within the academic and commercial mobile robotics research and development community. Based on customer feedback, CTI believes that the availability of pre-installed Microsoft Robotics Studio® services will be viewed as a major advantage for users.
Telepresence
In early 2009, CTI launched its telepresence initiative in order to address the needs of enterprise customers with distributed business operations that and are turning to new technologies to address the cost of doing business in a world that is increasing dependent on suppliers and partners and customers worldwide. In order to overcome these challenges, enterprise customers are looking for solutions that are demonstrably effective and operationally affordable.
Consistent with this apparent demand, International Data Corporation, ABI Research and Gartner Group listed telepresence as one of their 10 top growth areas in 2009 that promises to grow into a $1B marketplace in the upcoming decade.
To begin addressing this growing market segment, CTI began selling an affordable and scalable high-definition multi-point telepresence solution that can be deployed in conference rooms and on individuals' desktops/laptops through its reseller partnership with Vidyo.
5
Moreover, CTI has proposed acquiring LTC International to leverage its in-depth knowledge of application services that we believe will help the Company more expeditiously enter the personal telepresence marketplace. LTC was formed in 1992 with the goal of helping service providers and telecommunications companies meet their growing needs for dependable systems and software solutions.
ROBOTIC WORKSPACE TECHNOLOGIES, INC.
In June 2009, RWT sold its three pioneer patents that were issued by the United States Patent and Trademark Office. The patents were sold for $100,000 through a patent auction.
First patent number 6,442,451 - awarded September 5, 2002 - Versatile robot control system - Abstract - An improved, versatile robot control system comprises a general purpose computer with a general purpose operating system in electronic communication with a real-time computer subsystem.
Second Patent number 6,675,070 - awarded April 5, 2004 - Automation equipment control system Abstract - An automation equipment control system comprises a general-purpose computer with a general-purpose operating system in electronic communication with a real-time computer subsystem.
Third Patent number 6,922,611 – awarded July 26, 2005 - Reflects the company's R&D efforts in open-architecture PC control technology spearheaded by RWT.
6
THIS OFFERING
Shares of common stock outstanding prior to this offering
4,260,425 (1)
Shares of common stock offered pursuant to this prospectus
500,000
Use of proceeds
We will not receive any proceeds from the sale of the shares of common stock offered in this prospectus. If, and to the extent that, options are exercised, we will receive the exercise price of the options.
Risk Factors
The purchase of our common stock involves a high degree of risk. You should carefully review and consider "Risk Factors" beginning on page 8.
Over-The Counter Bulletin Board Stock Exchange Symbol
COWI.OB
———————
(1)
As of December 9, 2009. Does not include shares of common stock issuable upon exercise of outstanding options or warrants, and assumes that all options registered herein are exercised and sold. Reflects the one-for-three hundred reverse stock split of the issued and outstanding shares of our common stock effective on April 8, 2009.
7
RISK FACTORS
You should carefully consider the following risk factors and the other information included herein as well as the information included in other reports and filings made with the Securities and Exchange Commission before investing in our common stock. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose part or all of your investment.
Risks Related to Our Business and Financial Condition
WE HAVE HISTORICALLY LOST MONEY AND LOSSES MAY CONTINUE IN THE FUTURE, WHICH MAY CAUSE US TO CURTAIL OPERATIONS.
During the nine-month period ended September 30, 2009, revenues were $1,461,009 compared to revenues of $1,934,004 during the nine-month period ended September 30, 2008. Gross profit on these 2009 revenues amounted to $478,209 compared to $421,879 for the 2008 revenues. The Company has incurred losses for the nine months ended September 30, 2009 and 2008 of $4,042,726 and $910,583, respectively. Because of these losses, we will require additional working capital to develop its business operations.
We intend to raise additional working capital through the use of private placements, public offerings and/or bank financing. We cannot make any assurances that we will be able to do so. Accordingly, we may experience liquidity and cash flow problems. If our losses continue, our ability to operate may be severely impacted which may cause us to cease operations altogether.
We can make no assurances that we will be able either to (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 and/or bank financing necessary to support Our working capital requirements. To the extent that funds generated from operations, any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms.
These conditions raise substantial doubt about CoroWare's ability to continue as a going concern. The 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 CoroWare be unable to continue as a going concern.
WE MAY NEED TO RAISE ADDITIONAL CAPITAL OR DEBT FUNDING TO SUSTAIN OPERATIONS.
Unless we can become profitable with the existing sources of funds we have available, and our operations generate sufficient cash flows to enable us to generate a profit on a sustained basis, we will require additional capital to sustain operations and we may need access to additional capital or additional debt financing to grow our operations. In addition, to the extent that we have a working capital deficit and cannot offset the deficit from profitable sales, we may have to raise capital to repay the deficit and provide more working capital to permit growth in revenues. We cannot assure that financing whether from external sources or related parties will be available if needed or on favorable terms. Our potential inability to obtain adequate financing if necessary will result in the need to reduce the pace of business operations. Any of these events could be materially harmful to our business and may result in a lower stock price and could cause us to cease operations altogether.
THE REPORT OF OUR INDEPENDENT AUDITORS INCLUDES A GOING CONCERN UNCERTAINTY EXPLANATORY PARAGRAPH FOR THE YEAR ENDED DECEMBER 31, 2008, WHICH MEANS THAT WE MAY NOT BE ABLE TO CONTINUE OPERATIONS UNLESS WE CAN BECOME PROFITABLE OR OBTAIN ADDITIONAL FUNDING.
We have a history of operating losses that are likely to continue in the future. Our auditors have included an uncertainty explanatory paragraph in their Independent Auditor's Report dated as of May 5, 2009 included in our audited consolidated financial statements for the year ended December 31, 2008 to the effect that our significant losses from operations and our dependence on equity and debt financing raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.
8
WE HAVE A WORKING CAPITAL DEFICIT, WHICH MEANS THAT OUR CURRENT ASSETS ON SEPTEMBER 30, 2009 WERE NOT SUFFICIENT TO SATISFY OUR CURRENT LIABILITIES AND, THEREFORE, OUR ABILITY TO CONTINUE OPERATIONS IS AT RISK.
At September 30, 2009, we had current assets of $124,890 and current liabilities of $7,808,480, giving us a working capital deficit of $7,683,590. At that same date, we had an accumulated deficit of $23,272,677. We will continue to seek funds through private placements as well as debt financing. We will also continue to investigate alternative sources of financing.
We cannot guarantee that additional funding will be available on favorable terms, if at all. If we are unable to obtain debt and/or equity financing upon terms that our management deems sufficiently favorable, or at all, it would have a materially adverse impact upon our ability to pursue our business strategy and maintain our current operations.
OUR PRODUCTS AND SERVICES MUST BE ACCEPTED IN THE MARKET.
If our software and software professional services as well as patents on motion control along with our systems development and integration services, do not achieve market acceptance by an increasing customer base, we will not be able to generate revenues necessary to support our business operations, which could result in the termination of our operations.
THE SUCCESS OF OUR BUSINESS DEPENDS ON OUR KEY EMPLOYEES.
We are highly dependent upon the continuing contributions of our key management, sales, and software engineering and product development personnel. In particular, we would be adversely affected if we were to lose the services of Lloyd Spencer, our CEO, President and Interim CFO and Jon Mandrell, our Director of Robotics and Automation and Secretary each of whom who has provided significant management, business development, sales and product and service fulfillment, meeting the needs of customers.
In addition, the loss of the services of any of our senior managerial, technical or sales personnel could impair our business, financial condition, and results of operations. As CoroWare continues to grow, we will continue to have a dependence of software professional staff, retention of key individuals, and the ability to source and attract key individuals
IF WE FAIL TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS ADEQUATELY, COMPETITORS MAY USE OUR TECHNOLOGY AND TRADEMARKS, WHICH WOULD WEAKEN OUR COMPETITIVE POSITION AND MAY RESULT IN THE FAILURE OF OUR BUSINESS.
Our success depends, in part, upon our patented proprietary technology. We rely on a combination of three issued patents, copyrights, trademarks and trade secret rights, confidentiality procedures and licensing arrangements to establish and protect our proprietary rights. It is possible that other companies could successfully challenge the validity or scope of our patents and that our patents may not be supported, eliminating a competitive advantage we currently enjoy. As part of our confidentiality procedures, we generally enter into non-disclosure agreements with our employees, distributors and corporate partners and into license agreements with respect to our software, documentation and other proprietary information. Despite these precautions, third parties could copy or develop similar technology independently. The protection of our proprietary rights may not be adequate and our competitors could independently develop similar technology, duplicate our products, or design around patents and other intellectual property rights that we hold.
WE NEED TO ESTABLISH AND MAINTAIN STRATEGIC AND LICENSING RELATIONSHIPS.
Our success will depend in part upon our ability to establish and maintain strategic and licensing relationships with companies in our markets as well as in related business fields, including but not limited to businesses in the industrial manufacturing markets and businesses in the service robotic markets. We believe that these relationships are needed to allow us access to manufacturing, sales and distribution resources, as well as to key technologies and selected industry expertise. However, the amount and timing of resources to be devoted to these activities by such other companies are not within our control. There can be no assurance that we will be able to maintain our existing relationships or enter into beneficial relationships in the future, that other parties will perform their obligations as expected or that our reliance on others will not result in unforeseen problems. There can be no assurance that our current and potential future strategic partners and licensees will not develop or pursue alternative technologies either on their own or in collaboration with others, including with our competitors. The failure of any of our current or
9
future collaboration efforts could have a material adverse effect on our ability to sell existing products or to introduce new products or applications and therefore could have a material adverse effect on our business, financial condition and results of operations.
A BREACH OF CUSTOMER CONFIDENTIAL INFORMATION COULD DAMAGE OUR BUSINESS.
Any breach of security relating to confidential information of customers could result in legal liability for us and a reduction in customer's use or total cancellation of their participation, which could materially harm our business. It is anticipated that we will receive highly confidential information from customers. We anticipate that we will possess sensitive customer information as part of our services, which could be valuable to competitors or other similar companies if misappropriated or accessed. Our security procedures and protocols to protect the customer against the risk of inadvertent disclosure or intentional breach of security might fail, thereby exposing customers to the risk of disclosure of their confidential information
A SIGNIFICANT PERCENT OF OUR REVENUES ARE CONCENTRATED WITH ONE CUSTOMER
Microsoft continues to represent a major portion of our revenues. Of CoroWare's revenues, a substantial amount of their revenues are derived from software systems development and integration performed for Microsoft. A concentration of business with one customer could lead to a substantial reduction in future revenues and accounts receivable if that customer chooses alternative sources for their needs.
Risks Relating to Our Existing Financing Arrangements
WE HAVE CONVERTIBLE DEBENTURES OUTSTANDING WHICH COULD IMPAIR OUR LIQUIDITY AS THEY MATURE AND WHOSE CONVERSION FEATURE CREATES A SIGNIFICANT OVERHANG ON THE MARKET FOR OUR COMMON STOCK.
Pursuant to a Securities Purchase Agreement, dated as of July 21, 2006, we issued our 10% secured convertible debentures in the aggregate principal amount of $2,825,000. On October 25, 2007, we entered into another Securities Purchase Agreement pursuant to which we issued our 12% secured convertible debentures in the aggregate principal amount of $600,000. On March 19, 2008, we entered into another Securities Purchase Agreement Pursuant to which we issued our 14% secured convertible debentures in the aggregate principal amount of $300,000. An outstanding principal balance of $2,507,849 remains under these debentures as of December 9, 2009. These debentures have accrued interest of $549,315 through September 30, 2009.
Each of these debentures matures on the third anniversary of the date of issuance. Accordingly, a significant portion of the 2006 debenture has matured, and the balance of the 2006 debenture will mature by the end of 2009. Our obligations under these debentures are secured by substantially all of the assets of CoroWare and those of our wholly owned subsidiary, CTI.
The holder of the debentures may, at any time, convert amounts outstanding under the debentures into shares of common stock of CoroWare at a conversion price per share based on the volume weighted average trading price of our common stock during the 20 trading days preceding the date of conversion.
On October 21, 2009, we received a notice from the holder of these debentures indicating its intent to convert $9,800 of the amount due under the debentures into 143,485 shares of CoroWare common stock. On November 23, 2009, we received another notice indicating the holder's intent to convert $6,900 due under the debentures into 156,818 shares.
THE ISSUANCE OF OUR STOCK UPON CONVERSION OF THE DEBENTURES COULD ENCOURAGE SHORT SALES BY THIRD PARTIES, WHICH COULD CONTRIBUTE TO THE FUTURE DECLINE OF OUR STOCK PRICE AND MATERIALLY DILUTE EXISTING STOCKHOLDERS' EQUITY AND VOTING RIGHTS.
The debentures have the potential to cause significant downward pressure on the price of our common stock. This is particularly the case if the shares being placed into the market exceed the market's ability to absorb the increased number of shares of stock. Such an event could place further downward pressure on the price of our common stock which presents an opportunity for short sellers and others to contribute to the future decline of our stock price. If there are significant short sales of our stock, the price decline that would result from this activity will cause the share
10
price to decline more so, which, in turn, may cause long holders of the stock to sell their shares thereby contributing to sales of stock in the market. If there is an imbalance on the sell side of the market for the stock, our stock price will decline.
IF WE ARE REQUIRED FOR ANY REASON TO REPAY OUR OUTSTANDING SECURED CONVERTIBLE DEBENTURES, WE WOULD BE REQUIRED TO DEPLETE OUR WORKING CAPITAL, IF AVAILABLE, OR RAISE ADDITIONAL FUNDS. OUR FAILURE TO REPAY THE SECURED CONVERTIBLE DEBENTURES, IF REQUIRED, COULD RESULT IN LEGAL ACTION AGAINST US, WHICH COULD REQUIRE THE SALE OF SUBSTANTIAL ASSETS.
These debentures are due and payable, with interest, three years from their respective dates of issuance, unless sooner converted into shares of our common stock. Any event of default such as our failure to repay the principal or interest when due, our failure to issue shares of common stock upon conversion by the holder, or our failure to timely file a registration statement or have such registration statement declared effective, could require the early repayment of the convertible debentures. We anticipate that the full amount of the convertible debentures will be converted into shares of our common stock, in accordance with the terms of these debentures. If we were required to repay the convertible debentures, we would be required to use our limited working capital and raise additional funds. If we were unable to repay the debentures when required, the holders could commence legal action against us and foreclose on all of our assets to recover the amounts due. Any such action would require us to curtail or cease operations.
IF AN EVENT OF DEFAULT OCCURS UNDER THE SECURITIES PURCHASE AGREEMENT, SECURED CONVERTIBLE
DEBENTURES, WARRANTS, SECURITY AGREEMENT OR AMENDED AND RESTATED SECURITY AGREEMENT, THE INVESTORS COULD TAKE POSSESSION OF ALL OUR GOODS, INVENTORY, CONTRACTUAL RIGHTS AND GENERAL INTANGIBLES, RECEIVABLES, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER, AND INTELLECTUAL PROPERTY.
In connection with the Securities Purchase Agreement we entered into in July 2006, we executed an Amended and Restated Security Agreement and our wholly owned subsidiary, CoroWare Technologies, Inc., entered into a Security Agreement in favor of the investors granting them a first priority security interest in all of our goods, inventory, contractual rights and general intangibles, receivables, documents, instruments, chattel paper, and intellectual property. The Security Agreement and the Amended and Restated Security Agreement state that if an event of default occurs under the Securities Purchase Agreement, Secured Convertible Debentures, Warrants, Security Agreement or Amended and Restated Security Agreement, the investors have the right to take possession of the collateral, to operate our business using the collateral, and have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the collateral, at public or private sale or otherwise to satisfy our obligations under these agreements.
Risk Related to Our Common Stock
THERE IS A LIMITED MARKET FOR OUR COMMON STOCK WHICH MAY MAKE IT MORE DIFFICULT FOR YOU TO SELL YOUR STOCK.
Our common stock is quoted on the OTC Bulletin Board under the symbol "COWI." There is a limited trading market for our common stock. Accordingly, there can be no assurance as to the liquidity of any markets that may develop for our common stock, the ability of holders of our common stock to sell our common stock, or the prices at which holders may be able to sell our common stock.
OUR STOCK PRICE MAY BE VOLATILE.
The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including:
·
technological innovations or new products and services by us or our competitors;
·
additions or departures of key personnel;
·
sales of our common stock;
·
our ability to integrate operations, technology, products and services;
11
·
our ability to execute our business plan;
·
operating results below expectations;
·
loss of any strategic relationship;
·
industry developments;
·
economic and other external factors; and
·
period-to-period fluctuations in our financial results.
Because we have a limited operating history, you may consider any one of these factors to be material. Our stock price may fluctuate widely as a result of any of the above listed factors.
In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.
WE HAVE NOT PAID DIVIDENDS IN THE PAST AND DO NOT EXPECT TO PAY DIVIDENDS IN THE FUTURE. ANY RETURNS ON INVESTMENT MAY BE LIMITED TO THE VALUE OF OUR COMMON STOCK.
We have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.
OUR COMMON STOCK IS DEEMED TO BE "PENNY STOCK" WITH A LIMITED TRADING MARKET.
Our common stock is currently listed for trading on the OTC Bulletin Board which is generally considered to be a less efficient market than markets such as NASDAQ or other national exchanges, and which may cause difficulty in conducting trades and difficulty in obtaining future financing. Further, our securities are subject to the "penny stock rules" adopted pursuant to Section 15 (g) of the Securities Exchange Act of 1934, as amended, or Exchange Act. The penny stock rules apply to non-NASDAQ companies whose common stock trades at less than $5.00 per share or which have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). Such rules require, among other things, that brokers who trade "penny stock" to persons other than "established customers" complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade "penny stock" because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the "penny stock rules" for any significant period, there may develop an adverse impact on the market, if any, for our securities. Because our securities are subject to the "penny stock rules," investors will find it more difficult to dispose of our securities. Further, for companies whose securities are traded in the OTC Bulletin Board, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services, such as the Dow Jones News Service, generally do not publish press releases about such companies, and (iii) to obtain needed capital.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
We and our representatives may from time to time make written or oral statements that are "forward-looking," including statements contained in this prospectus and other filings with the Securities and Exchange Commission, reports to our stockholders and news releases. All statements that express expectations, estimates, forecasts or projections are forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "projects," "forecasts," "may," "should," variations of such words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. Among the important factors on which such statements are based are assumptions concerning our ability to obtain additional funding, our ability to compete against our competitors, our ability to integrate our acquisitions and our ability to attract and retain key employees.
DETERMINATION OF OFFERING PRICE
The selling stockholders may sell the common shares issued to them from time-to-time at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions.
USE OF PROCEEDS
We will not receive any proceeds from the sale of common shares by the selling stockholders pursuant to this prospectus. 500,000 common shares which may be offered pursuant to this reoffer prospectus are issuable upon exercise of options. If, and to the extent that, options are exercised, we will receive the exercise price of the options. We will receive the amount of the exercise price upon the exercise of the options. There is no assurance any of the options will be exercised.
The selling stockholders will receive all proceeds from the sales of these common shares, and they will pay any and all expenses incurred by them for brokerage, accounting or tax services (or any other expenses incurred by them in disposing of their common shares).
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SELLING STOCKHOLDERS
The selling stockholders named in this prospectus (the "Selling Stockholders") are offering 500,000 shares of our common stock that may be offered and resold from time to time by certain eligible participants who receive shares or options under our 2009 Incentive Stock Plan. The selling stockholders named in this prospectus may be granted
the options from time to time in consideration of services rendered as directors or officers of CoroWare and such shares are issuable upon exercise of stock options at exercise prices to be determined by the boards of directors.
If, subsequent to the date of this reoffer prospectus, we grant any awards to persons who are affiliates of our company (as defined in Rule 405 under the Securities Act), Instruction C of Form S-8 requires that we supplement this reoffer prospectus with the names of such affiliates and the amounts of securities to be reoffered by them as selling stockholders.
The following table provides, as of December 9, 2009, information regarding the beneficial ownership of our common shares held by each of the selling stockholders, including:
1.
the number of common shares owned by each selling stockholder prior to this offering;
2.
the total number of common shares that are to be offered by each selling stockholder;
3.
the total number of common shares that will be owned by each selling stockholder upon completion of the offering;
4.
the percentage owned by each selling stockholder; and
5.
the identity of the beneficial holder of any entity that owns the common shares.
Information with respect to beneficial ownership is based upon information obtained from the selling stockholders. Information with respect to "Shares Beneficially Owned Prior to the Offering" includes the shares issuable upon exercise of the stock options held by the selling stockholders to the extent these options are exercisable within 60 days of December 9, 2009. Information with respect to "Shares Beneficially Owned After the Offering" assumes the sale of all of the common shares offered by this prospectus and no other purchases or sales of our common shares by the selling stockholders. Except as described below and to our knowledge, the named selling stockholder beneficially owns and has sole voting and investment power over all common shares or rights to these common shares.
Because the selling stockholders may offer all or part of the common shares currently owned which they own pursuant to the offering contemplated by this reoffer prospectus, and because its offering is not being underwritten on a firm commitment basis, no estimate can be given as to the amount of shares that will be held upon termination of this offering. The common shares currently offered by this reoffer prospectus may be offered from time to time by the selling stockholders named below.
Shares BeneficiallyOwned
Prior To This Offering
(1)
Number of Shares
That May Be
Re-offered Pursuant
to the Prospectus
Shares Beneficially Owned
Upon Completion of the
Offering
(1)
Name of Selling Stockholder
Number
(1)
Percent
(2)
Number
(1)
Number/Percent
(2)
Lloyd Spencer
150,076
3.52%
500,000
—
Jon Mandrell
70,761
1.66%
500,000
—
Totals:
220,837
5.18%
———————
*
The address for the above listed officers and directors is c/o CoroWare, Inc., 4056 148
th
Avenue NE, Redmond, WA 98052.
(1)
Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares
14
outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of common shares actually outstanding on December 9, 2009.
(2)
Applicable percentage of ownership is based on 4,260,425 common shares outstanding as of December 9, 2009. Since our company does not currently meet the registrant requirements for use of Form S-3, the amount of common shares which may be resold by means of this reoffer prospectus by each of the selling stockholders, and any other person with whom he or she is acting in concert for the purpose of selling securities of our company, must not exceed, in any three month period, the amount specified in Rule 144(e) promulgated under the Securities Act.
15
PLAN OF DISTRIBUTION
Timing of Sales
The selling stockholders may offer and sell the shares covered by this prospectus at various times. The selling stockholders will act independently of our company in making decisions with respect to the timing, manner and size of each sale.
No Known Agreements to Resell the Shares
To our knowledge, no selling stockholder has any agreement or understanding, directly or indirectly, with any person to resell the common shares covered by this prospectus.
Offering Price
The sales price offered by the selling stockholders to the public may be:
1.
the market price prevailing at the time of sale;
2.
a price related to such prevailing market price; or
3.
such other price as the selling stockholders determine from time to time.
Manner of Sale
The common shares may be sold by means of one or more of the following methods:
1.
a block trade in which the broker-dealer so engaged will attempt to sell the common shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
2.
purchases by a broker-dealer as principal and resale by that broker-dealer for its account pursuant to this prospectus;
3.
ordinary brokerage transactions in which the broker solicits purchasers;
4.
through options, swaps or derivatives;
5.
in transactions to cover short sales;
6.
privately negotiated transactions; or
7.
in a combination of any of the above methods.
The selling stockholders may sell their common shares directly to purchasers or may use brokers, dealers, underwriters or agents to sell their common shares. Brokers or dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions, discounts or concessions from the selling stockholders, or, if any such broker-dealer acts as agent for the purchaser of common shares, from the purchaser in amounts to be negotiated immediately prior to the sale. The compensation received by brokers or dealers may, but is not expected to, exceed that which is customary for the types of transactions involved.
Broker-dealers may agree with a selling stockholder to sell a specified number of common shares at a stipulated price per common share, and, to the extent the broker-dealer is unable to do so acting as agent for a selling stockholder, to purchase as principal any unsold common shares at the price required to fulfill the broker-dealer commitment to the selling stockholder.
Broker-dealers who acquire common shares as principal may thereafter resell the common shares from time to time in transactions, which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above, in the over-the-counter market or otherwise at prices and on terms then prevailing at the time of sale, at prices then related to the then-current market price or in negotiated transactions. In connection with resales of the common shares, broker-dealers may pay to or receive from the purchasers of shares commissions as described above.
If our selling stockholders enter into arrangements with brokers or dealers, as described above, we are obligated to file a post-effective amendment to this registration statement disclosing such arrangements, including the names of any broker-dealers acting as underwriters.
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The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the sale of the common shares may be deemed to be "underwriters" within the meaning of the Securities Act. In that event, any commissions received by broker-dealers or agents and any profit on the resale of the common shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
Sales Pursuant to Rule 144
Any common shares covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus.
Regulation M
The selling stockholders must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock. In particular we will advise the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of common shares in the market and to the activities of the selling stockholders and their affiliates. Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for, or purchasing for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution.
Accordingly, during such times as a selling stockholder may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, the selling stockholder must comply with applicable law and, among other things:
1.
may not engage in any stabilization activities in connection with our common stock;
2.
may not cover short sales by purchasing shares while the distribution is taking place; and
3.
may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.
In addition, we will make copies of this prospectus available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act.
Penny Stock Rules
The SEC has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "institutional accredited investors." The term "institutional accredited investor" refers generally to those accredited investors who are not natural persons and fall into one of the categories of accredited investor specified in subparagraphs (1), (2), (3), (7) or (8) of Rule 501 of Regulation D promulgated under the Securities Act, including institutions with assets in excess of $5,000,000.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form required by the Securities and Exchange Commission, obtain from the customer a signed and dated acknowledgement of receipt of the disclosure document and to wait two business days before effecting the transaction. The risk disclosure document provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account.
The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.
17
These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
State Securities Laws
Under the securities laws of some states, the common shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the common shares may not be sold unless the shares have been registered or qualified for sale in the state or an exemption from registration or qualification is available and is complied with.
Expenses of Registration
We are bearing all costs relating to the registration of the common stock. These expenses are estimated to be $10,000, including, but not limited to, legal, accounting, printing and mailing fees. The selling stockholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.
LEGAL MATTERS
The validity of the common stock has been passed upon by Madama Griffitts O'Hara LLP, New York, New York.
EXPERTS
The consolidated financial statements incorporated by reference in the Prospectus have been audited by LBB & Associates Ltd., LLP, an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Under the Delaware General Corporation Law and our Articles of Incorporation, as amended, and our Bylaws, our directors will have no personal liability to us or our stockholders for monetary damages incurred as the result of the breach or alleged breach by a director of his "duty of care." This provision does not apply to the directors' (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its stockholders or that involve the absence of good faith on the part of the director, (iii) approval of any transaction from which a director derives an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director's duty to the corporation or its stockholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of serious injury to the corporation or its stockholders, (v) acts or omissions that constituted an unexcused pattern of inattention that amounts to an abdication of the director's duty to the corporation or its stockholders, or (vi) approval of an unlawful dividend, distribution, stock repurchase or redemption. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.
The effect of this provision in our Articles of Incorporation and Bylaws is to eliminate the rights of our Company and our stockholders (through stockholder's derivative suits on behalf of our Company) to recover monetary damages against a director for breach of his fiduciary duty of care as a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (vi) above. This provision does not limit nor eliminate the rights of our Company or any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director's duty of care. In addition, our Bylaws provide that if the Nevada General Corporation Law is amended to authorize the future elimination or limitation of the liability of a director, then the liability of the directors will be eliminated or limited to the fullest extent permitted by the law, as amended. The Nevada General Corporation Law grants corporations the right to indemnify their directors, officers, employees and agents in accordance with applicable law.
18
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act" or "Securities Act") may be permitted to directors, officers or persons controlling our Company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
ADDITIONAL INFORMATION AVAILABLE TO YOU
This prospectus is part of a Registration Statement on Form S-8 that we filed with the SEC. Certain information in the Registration Statement has been omitted from this prospectus in accordance with the rules of the SEC. We file annual, quarterly and special reports, proxy statements and other information with the SEC. You can inspect and copy the Registration Statement as well as reports, proxy statements and other information we have filed with the SEC at the public reference room maintained by the SEC at 100 F Street N.E. Washington, D.C. 20549, You can obtain copies from the public reference room of the SEC at 100 F Street N.E. Washington, D.C. 20549, upon payment of certain fees. You can call the SEC at 1-800-732-0330 for further information about the public reference room. We are also required to file electronic versions of these documents with the SEC, which may be accessed through the SEC's World Wide Web site at http://www.sec.gov. No dealer, salesperson or other person is authorized to give any information or to make any representations other than those contained in this prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by any person in any jurisdiction where such offer or solicitation is not authorized or is unlawful. Neither delivery of this prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of our company since the date hereof.
INCORPORATION OF INFORMATION BY REFERENCE
The following documents filed with the SEC are incorporated herein by reference:
·
The description of CoroWare's securities included in the Registration Statement on Form SB-2, as filed with the SEC on August 21, 2006 and thereafter amended;
·
CoroWare's Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC on May 15, 2009;
·
The CoroWare's quarterly report on Form 10-Q for the periods ending March 31, June 30 and September 30, 2009;
·
The CoroWare's Current Reports filed on Form 8-K filed with the SEC on October 22, August 28, August 7, April 7, March 18, 2009, respectively; and
·
All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents
.
19
COROWARE, INC.
500,000
shares of Common Stock to be Offered and Sold by Selling Stockholders
December 16, 2009
____________________________
PROSPECTUS
_____________________________
No dealer, salesman or other person has been authorized to give any information or to make any representations other than those contained in this reoffer prospectus. Any information or representations not herein contained, if given or made, must not be relied upon as having been authorized by CoroWare, Inc. This reoffer prospectus does not constitute an offer or solicitation in respect to these securities in any jurisdiction in which such offer or solicitation would be unlawful. The delivery of this reoffer prospectus shall not, under any circumstances, create any implication that there has been no change in the affairs of CoroWare, Inc. or that the information contained herein is correct as of any time subsequent to the date of this reoffer prospectus. However, in the event of a material change, this reoffer prospectus will be amended or supplemented accordingly.
20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3.
Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the documents listed below. In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents:
·
The description of CoroWare's securities included in the Registration Statement on Form SB-2, as filed with the SEC on August 21, 2006 and thereafter amended;
·
CoroWare's Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC on May 15, 2009;
·
The CoroWare's quarterly report on Form 10-Q for the periods ending March 31, June 30 and September 30, 2009;
·
The CoroWare's Current Reports filed on Form 8-K filed with the SEC on October 22, August 28, August 7, April 7, March 18, 2009, respectively; and
·
All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.
Item 4.
Description of Securities.
Not Applicable.
Item 5.
Interests of Named Experts and Counsel.
Not Applicable.
Item 6.
Indemnification of Directors and Officers.
Under the Delaware General Corporation Law and our Articles of Incorporation, as amended, and our Bylaws, our directors will have no personal liability to us or our stockholders for monetary damages incurred as the result of the breach or alleged breach by a director of his "duty of care." This provision does not apply to the directors' (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its stockholders or that involve the absence of good faith on the part of the director, (iii) approval of any transaction from which a director derives an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director's duty to the corporation or its stockholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of serious injury to the corporation or its stockholders, (v) acts or omissions that constituted an unexcused pattern of inattention that amounts to an abdication of the director's duty to the corporation or its stockholders, or (vi) approval of an unlawful dividend, distribution, stock repurchase or redemption. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.
The effect of this provision in our Articles of Incorporation and Bylaws is to eliminate the rights of our Company and our stockholders (through stockholder's derivative suits on behalf of our Company) to recover monetary damages against a director for breach of his fiduciary duty of care as a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (vi) above. This provision does not limit nor eliminate the rights of our Company or any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director's duty of care. In addition, our Bylaws
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provide that if the Nevada General Corporation Law is amended to authorize the future elimination or limitation of the liability of a director, then the liability of the directors will be eliminated or limited to the fullest extent permitted by the law, as amended. The Nevada General Corporation Law grants corporations the right to indemnify their directors, officers, employees and agents in accordance with applicable law.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act" or "Securities Act") may be permitted to directors, officers or persons controlling our Company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
Item 7.
Exemption from Registration Claimed.
Not applicable.
Item 8.
Exhibits.
EXHIBIT
NUMBER
EXHIBIT
4.1
Coroware, Inc. 2009 Incentive Stock Plan
5.1
Opinion of
Madama Griffitts O'Hara LLP.
23.1*
Consent of Madama Griffitts O'Hara LLP is contained in Exhibit 5.1.
23.2
Consent of LBB & Associates Ltd., LLP.
———————
*
Contained herein as referenced.
Item 9.
Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however
, that paragraphs (1)(i), and (1)(ii) do not apply if the Registration Statement is on Form S-8 and if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(5)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A)
Each prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
Provided, however
, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(6)
That, for the purpose of determining liability of a Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned Registrant undertakes that in a primary offering of securities of an undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of an undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned Registrant or used or referred to by an undersigned Registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about an undersigned Registrant or its securities provided by or on behalf of an undersigned Registrant; and
(iv)
Any other communication that is an offer in the offering made by an undersigned Registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
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In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on December 16, 2009.
COROWARE, INC.
By:
/s/ LLOYD SPENCER
Lloyd Spencer
Chief Executive Officer and
Interim Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
NAME
TITLE
DATE
/s/ LLOYD T. SPENCER
Chief Executive Officer, Interim Chief
December 16, 2009
Lloyd T. Spencer
Financial Officer, Director
/s/ JON MANDRELL
Secretary and Director
December 16, 2009
Jon Mandrell
/s/ MARTIN NIELSON
Director
December 16, 2009
Martin Nielson
/s/ CHARLES H. HOUSE
Chairman of the Board of Directors
December 16, 2009
Charles H. House
/s/ JOHN KROON
Director
December 16, 2009
John Kroon
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