United States Securities and Exchange Commission Washington, D.C. 20549  Form 10-Q  [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended March 31, 2009.  or  [  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT  For the transition period from __________ to __________.  Commission file number 000-52258  PROPER POWER AND ENERGY, INC. (Name of small business issuer in its charter)  Delaware (State or other jurisdiction of incorporation or organization)  59-3681572 (I.R.S. Employer Identification No.)  405 South Dale Mabry Highway #360, Tampa, Florida 33609 (Address of principal executive offices and Zip Code)  Registrants telephone number, including area code:(904) 371-2445  Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  (x) Yes (__) No  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):  Large accelerated filer (__) Accelerated filer (__) Non-accelerated filer (__) Smaller reporting company (x) (Do not check if a smaller reporting company)  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes (__) No (x) The number of shares of the issuers common stock, par value $.001 per share, outstanding as of May 20, 2009 was 1,350,000.    Link to Table of Contents    TABLE OF CONTENTS   PagePart I.  Financial Information3Item 1.  Financial Statements.3Balance Sheets for the periods ending
March 31, 2009 (unaudited) and December 31, 2008 (audited).3Statements of Operations for the 3 month
periods ending March 31, 2009 and 2008 (unaudited).4Statements of Cash Flows for the 3 month periods
ending March 31, 2009 and 2008 (unaudited).5Notes to Financial Statements6Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations.8Item 3.  Quantitative and Qualitative Disclosures About Market Risk.10Item 4.  Controls and Procedures.10Item 4T.  Controls and Procedures.10Part II.  Other Information11Item 1.  Legal Proceedings.11Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.11Item 3.  Defaults Upon Senior Securities.11Item 4.  Submission of Matters to a Vote of Security Holders.11Item 5.  Other Information.11Item 6.  Exhibits12Signatures13                        2  Link to Table of Contents  Part I.  Financial Information Item 1.  Financial Statements.    PROPER POWER AND ENERGY, INC.
formerly known as
Ivecon Corporation
Balance Sheet
As ofMarch 31, 2009 (Unaudited)Dec. 31, 2008
(Audited)ASSETSCurrent Assets:Cash and Cash Equivalents$2,0382,038Accounts Receivable500500Prepaid Expenses129129Total Current Assets26672667Other Assets:Organizational Costs253253Less: Accumulated Amortization(253)(253)Total Other Assets00TOTAL ASSETS26672667LIABILITIES AND STOCKHOLDERS' EQUITYCurrent Liabilities:Accounts Payable2,6002,600Loans from Shareholders00Total Current Liabilities26002600TOTAL LIABILITIES26002600Stockholders' Equity:Common Stock, $.0001 par value, 50,000,000 sharesauthorized, 1,350,000 shares issued and outstanding135135Paid-In-Capital48,96648,966Retained Earnings(49,034)(49,034)Total Equity6767TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$2667$2667     See accompanying notes and accountants report.     3  Link to Table of Contents   PROPER POWER AND ENERGY, INC.
formerly known as
Ivecon Corporation
Statement of Operations
For the three months ended
(Unaudited)March 31, 2009March 31, 2008Revenues$0$700Operating ExpensesAudit Fees0250Bank Service Charges030Professional Fees02,500Stock Transfer Agent Fees0300Taxes & Licenses015003,230Income (Loss) From Operations0(3,230)Provision For Income Taxes00Net Income (Loss)$0($3,230)Earnings per common share:Net Income (Loss) per share0(0)Weighted Average Shares Basic and Diluted1,350,0001,350,000                  See accompanying notes and accountants report.  4  Link to Table of Contents    PROPER POWER AND ENERGY, INC.
formerly known as
Ivecon Corporation
Statement of Cash Flow
For the three months ended
(Unaudited)March 31, 2009March 31, 2008OPERATING ACTIVITIES:Net Income (Loss)$0$172Adjustments to reconcile Net Income (Loss)to net cash provided by operations:(Increase) Decrease in:Cash and Cash Equivalents0Accounts Receivable0(700)Prepaid Expenses00Stock Subscription Receivable00Increase (Decrease) in:Accounts Payable000(528)INVESTING ACTIVITIES:00FINANCING ACTIVITIES:Shareholder Loans04,19804,198NET CASH INCREASE (DECREASE) FOR THE PERIOD03,670BEGINNING CASH JANUARY 12,0381,393ENDING CASH MARCH 31$2,038$5,063              See accompanying notes and accountants report.   5  Link to Table of Contents  PROPER POWER AND ENERGY, INC. formerly known as Ivecon Corporation Notes to Financial Statements March 31, 2009 and March 31, 2008 (Unaudited)   NOTE A  ORGANIZATION AND NATURE OF BUSINESS The Company was incorporated January 1, 2000 in the State of Delaware.  The Company is a developer of a secure (encrypted) instant messenger with integrated desktop search, media center, and commerce system. The Company also provides computer support for designing websites and is located in St. Petersburg, Florida.  During the first quarter ended March 31, 2009, the Company had a change in control.  See Note E.  NOTE B  SIGNIFICANT ACCOUNTING POLICIES  Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all short-term securities with a maturity of three months or less to be cash equivalents.  Fixed Assets Property and equipment are stated at cost.  Depreciation is computed using accelerated methods over the estimated useful lives of the assets.  Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized.  Expenditures for maintenance and repairs are charged to expense as incurred.  Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the corporation to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.  Revenue Recognition The Company generates revenue by providing services in the field of computer consulting.  It is in the process of developing a secure instant messenger system.  The Company recognizes its revenue when consulting services have been completed and its customers are billed. Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes, if and when applicable, related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting.  Any deferred taxes would represent the future tax return consequences of those differences, which will either be taxable when the assets and liabilities are recovered or settled. The provision for income taxes is $0.00 as a result of previous net operating losses that will offset the net income of the Company.  NOTE C   EARNINGS PER COMMON SHARE Earnings (Loss) per common share of $.00 for the period ended March 31, 2009 and ($.00) for the period ended March 31, 2008 were calculated based on a net income (loss) numerator of $0.00 and ($3,230.00) for the respective periods divided by a denominator of 1,350,000 shares of outstanding common stock.  NOTE D  ACCOUNTING PRONOUNCEMENTS The Financial Accounting Standards Board and other entities issued new or modifications to, or interpretations of, existing accounting guidance during 2008. The corporation has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporations reported financial position or operations in the near term.     6  Link to Table of Contents  PROPER POWER AND ENERGY, INC. formerly known as Ivecon Corporation Notes to Financial Statements March 31, 2009 and March 31, 2008 (Unaudited)   NOTE E  CHANGE OF CONTROL  On March 5, 2009, the Company entered into a material definitive agreement with Belmont Partners, LLC by which Belmont Partners LLC acquired one million (1,000,000) restricted common stock shares of the Company for $157,500.  Following the transaction, Belmont Partners, LLC controls 74.07% of the Companys outstanding capital stock.  On March 5, 2009, a meeting of the Board of Directors of the Company was held and Jay Solomon resigned as Director and Chief Executive Officer of the Company and Joseph J. Meuse was appointed as the sole Director and President of the Company.  This was approved by a majority of the shareholders by written consent in lieu of special meeting.  Also on March 5, 2009, Joseph Abdo acquired from Belmont Partners LLC a control block of stock in the Company consisting of one million (1,000,000) restricted common stock shares of the company for $250,000.  On March 5, 2009, Joseph Abdo was appointed to the Board of Directors of the Company.  On March 12, 2009, Joseph J. Meuse resigned his position as Director and President of the Company.  A meeting of the Board of Directors of the Company took place whereby the Boards approval of this resignation was given by written consent.  NOTE F  SUBSEQUENT EVENT  In May of 2009, the company changed its name to Proper Power & Energy, Inc. and announced a fifty for one forward stock split to all of the shareholders.  Each shareholder received forty nine additional shares for every share they owned.  7  Link to Table of Contents  Item 2.  Managements Discussion and Analysis or Plan of Operation.  Managements Discussion and Analysis of Financial Condition and Results of Operations  The following management's discussion, analysis of financial condition, and plan of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this report.  Plan of Operation General Since our inception on September 11, 2000 the Company has been in the development of a secure point-to-point instant messaging software.  For the initial three (3) years considerable time was spent on the actual coding of our program. When the Company ran out of funds it became minimally operational while a strategic plan for funding and operations was being developed. Our former president, Jay D. Solomon, provided the necessary labor to the company developing the strategic financial and operational plan of operation. He developed his financial and business skills since he began practicing as a C.P.A. (over twenty five years) to provide leadership for the company.  In early March, 2009, Mr. Solomon transferred control of the Company to Mr. Joseph Muese of Belmont Partners. Mr. Muese then transferred control of the Company to Mr. Joseph E. Abdo, our current President, Chief Executive Officer and Chairman of the Board of Directors.  Employees The Company currently has no full time employees.  We are continuing to research the types of individuals, salary ranges and benefit programs we will need to put in place to attract personnel that can produce results. Outside of our part time employees we believe that we will need to augment our staff with a general accounting person to coordinate accounts payable and receivables as well as our general ledger.  A receptionist/secretary will be hired to handle and distribute incoming inquires for sales and general inquires. It is our intention to utilize computerization where possible to eliminate the need for a staff person. This specifically applies to our incoming calls for service of equipment as well as directing non-sales inquiries directly to the person called. Liquidity and Capital Resources Our cash was unchanged as of March 31, 2009. This increase is due mostly to the loans to the Company made by one of its shareholders and also as a result of an increase in revenue. Due to the change in control that occurred with the Company in the period ended March 31, 2009, management contemplated a change in business operations projected to commence in the second calendar quarter for 2009.  Accordingly, there were no financial transactions in the period ended March 31, 2009 for the Company to disclose for comparison to the same period in 2008. Our Plan of Operation for the next twelve months is to raise capital to implement our strategy. We do not have the necessary cash and revenue to satisfy our cash requirements for the next twelve months. We anticipate that we will use the funds raised in this offering and revenues generated to fund the hiring of employees, equipment purchases, office improvements, and marketing activities and working capital. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then we may not be able to expand our operations. If adequate funds are not available, we believe that our officers and directors will contribute funds to pay for some of our expenses. However, we have not made any arrangements or agreements with our officers and directors regarding such advancement of funds. We do not know whether we will issue stock for the loans or whether we will merely prepare and sign promissory notes. If we are forced to seek funds from our officers or directors, we will negotiate the specific terms and conditions of such loan when made, if ever. The implementation of our business strategy is estimated to take approximately twelve (12) months. Once we are able to secure funding, implementation will begin immediately. The major parts of the strategy that are to be immediately implemented will be the human resource procurement, sales and marketing and office equipment.  8  Link to Table of Contents  We will compete with national manufacturers and distributors. Once our website is operational, however, we will also compete with other Internet-based companies and businesses that have developed and are in the process of developing competing websites. We cannot guarantee that other websites or functionally similar services have not been developed or are not in development. Many of these Internet-based competitors have greater financial and other resources, and more experience in research and development, than we have. We plan to design our website to allow current and potential clients to ask our account managers introductory questions via e-mail. We believe that interchange will allow us to tailor our services to each particular client.  We do not expect to have this website operational until we secure additional capital. However, as of the date of this prospectus, our website has not moved beyond the mere discussion phase as we currently lack the necessary funds to begin development of our website. We do believe that it can be fully operational within thirty days after securing funds. We will use one of our key people who will design and maintain our website and provide continual updates to our site with the most current information for our potential clients. Assuming our proposed website becomes operational, we expect to next focus on expanding the scope of our Internet presence. We hope to achieve such expansion by registering with major search engines with the goal of placing our website at the top of search results. This typically requires pre-funding with certain search engines. We do not currently have adequate financial resources to conduct such registration. Expected purchases or sale of plant and significant equipment We do anticipate purchases of significant computer equipment.  In addition other general office supplies and general office equipment will be made should we raise sufficient funds to purchase such equipment. The computer equipment we anticipate purchasing will include multiple servers as well as a networked system for our four (4) key personnel. Off-Balance Sheet Arrangements We have made no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. Results of Operations and Critical Accounting Policies and Estimates  The results of operations are based on preparation of financial statements in conformity with accounting principles generally accepted in the United States.  The preparation of financial statements requires management to select accounting policies for critical accounting areas as well as estimates and assumptions that affect the amounts reported in the financial statements.  The Companys accounting policies are more fully described in Note B to Notes of Financial Statements found in the Companys annual financial statements filed with Form 10-K. 2009 Compared to 2008  Total revenues through the first quarter of 2009 were $0 compared to 2008 revenue for the same period of $700, respectively.  Change of Control  On March 5, 2009, the Company entered into a material definitive agreement with Belmont Partners, LLC by which Belmont Partners LLC acquired one million (1,000,000) restricted common stock shares of the Company for $157,500. Following the transaction, Belmont Partners, LLC controls 74.07% of the Companys outstanding capital stock.  On March 5, 2009, a meeting of the Board of Directors of the Company was held and Jay Solomon resigned as Director and Chief Executive Officer of the Company and Joseph J. Meuse was appointed as the sole Director and President of the Company.  This was approved by a majority of the shareholders by written consent in lieu of special meeting. Also on March 5, 2009, Joseph Abdo acquired from Belmont Partners LLC a control block of stock in the Company consisting of one million (1,000,000) restricted common stock shares of the company for $250,000.  On March 5, 2009, Joseph Abdo was appointed to the Board of Directors of the Company.  On March 12, 2009, Joseph J. Meuse resigned his position as Director and President of the Company.  A meeting of the Board of Directors of the Company took place whereby the Boards approval of this resignation was given by written consent.   9  Link to Table of Contents  Subsequent Events  In May of 2009, the company changed its name to Proper Power & Energy, Inc. and announced a fifty for one forward stock split to all of the shareholders.  Each shareholder received forty nine additional shares for every share they owned.  Note Regarding Forward Looking Statements.  This quarterly report on Form 10-Q of Proper Power and Energy, Inc. for the period ended March 31, 2009 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby.  To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.  The following are factors that could cause actual results or events to differ materially from those anticipated, and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the costs and effects of legal proceedings.  You should not rely on forward-looking statements in this quarterly report. This quarterly report contains forward-looking statements that involve risks and uncertainties. We use words such as anticipates, believes, plans, expects, future, intends, and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by Proper Power and Energy, Inc. For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:  (a) an abrupt economic change resulting in an unexpected downturn in demand; (b) governmental restrictions or excessive taxes on our products; (c) over-abundance of companies supplying computer products and services; (d) economic resources to support the retail promotion of new products and services; (e) expansion plans, access to potential clients, and advances in technology; and (f) lack of working capital that could hinder the promotion and distribution of products and services to a broader based business and retail population.   Item 3.  Quantitative and Qualitative Disclosures About Market Risk.  We are a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.   Item 4.  Controls and Procedures.  Item 4T.  Controls and Procedures.  The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Companys internal control over financial reporting is a process designed under the supervision of the Companys Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Companys financial statements for external purposes in accordance with U.S. generally accepted accounting principles.  As of March 31, 2009, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described in Internal Control  Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on this evaluation, management concluded that our financial disclosure controls and  10  Link to Table of Contents  procedures were not effective due to the Companys limited internal resources and lack of ability to have multiple levels of transaction review.  Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.  The Companys management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  This Quarterly Report does not include an attestation report of the Companys independent registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only managements report in this Quarterly Report.  (b) Changes in Internal Controls.  There have been no changes in the Companys internal control over financial reporting during the period ended March 31, 2009 that have materially affected, or are reasonably likely to materially affect, the Companys internal controls over financial reporting.   Part II.  Other Information   Item 1.  Legal Proceedings.  None.   Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.  During the three month period ending March 31, 2009, the Company did not issue any unregistered shares of its common stock.   Item 3.  Defaults Upon Senior Securities  NONE   Item 4.  Submission of Matters to a Vote of Security Holders.  None.   Item 5.  Other Information.  NONE       Item 6.  Exhibits  Exhibit Number and Description Location Reference  (a) Financial Statements Filed Herewith (b) Exhibits required by Item 601, Regulation SB;  11  Link to Table of Contents   (3.0) Articles of Incorporation  (3.1) Initial Articles of Incorporation filed See Exhibit Key with SB-2 Registration Statement on April 26, 2006  (3.2) Amendment to Articles of Incorporation See Exhibit Key filed with SB-2 Registration Statement on April 26, 2006  (3.3) Bylaws filed with SB-2 Registration See Exhibit Key Statement on April 26, 2006  (11.0) Statement re:  computation of per share Note C to earnings Financial Stmts.  (14.0) Code of Ethics See Exhibit Key  (31.0) Certificate of Chief Executive Officer Filed herewith and Chief Financial Officer  (32.0) Certification pursuant to 18 U.S.C. § 1350, Filed herewith as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002  Exhibit Key  3.1 Incorporated by reference herein to the Companys Form SB-2 Registration Statement filed with the Securities and Exchange Commission on April 26, 2006.  3.2 Incorporated by reference herein to the Companys Form SB-2 Registration Statement filed with the Securities and Exchange Commission on April 26, 2006.  3.3 Incorporated by reference herein to the Companys Form SB-2 Registration Statement filed with the Securities and Exchange Commission on April 26, 2006.  14.0 Incorporated by reference herein to the Companys Form SB-2 Registration Statement filed with the Securities and Exchange Commission on April 26, 2006.          SIGNATURES  In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.   12  Link to Table of Contents    PROPER POWER AND ENERGY, INC.   Date: May 20, 2009 By:  /s/ Joseph E. Abdo   JOSEPH E. ABDO,  Chief Executive Officer  Chief Financial Officer   13