10-Q 1 v241190_10q.htm FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
 
FORM 10-Q
 
(Mark One)
 
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2011
 
OR
 
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from to
 
Commission file number 0-53421
 
INNOVATIVE WIRELESS TECHNOLOGIES, INC.
 (Exact name of registrant as specified in its charter)

Delaware
90-0535563
(State or other jurisdiction of
(I.R.S. Employer
 incorporation or organization)
Identification No.)

3655 Nobel Drive, Suite 520
San Diego, California 92122
(Address of principal executive offices) (zip code)
 
(858) 735-8865
(Registrant's telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes x No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨
Accelerated Filer ¨
Non-accelerated filer ¨
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 x No ¨
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class
Outstanding at
 
November 1, 2011
   
Common Stock, par value $0.0001
36,870,388
   
Documents incorporated by reference:
None
 
 
 

 

PART I — FINANCIAL INFORMATION
 
Innovative Wireless Technologies, Inc.
(a Development stage Company)
Balance Sheets

   
As of
 
   
September 30,
   
Dec 31,
 
   
2011
   
2010
 
   
(Unaudited)
   
(Audited)
 
Assets:
           
             
Current Assets:
           
Cash
  $ 27,313     $ 32,554  
Inventory
    209,254       -  
Prepaid rent
    18,306       -  
Total current Assets
    254,873       32,554  
                 
Patents
    553       553  
Property, equipment and leasehold improvement, net of accumulated depreciation of $ 520
    7,348       0  
                 
Total Assets
  $ 262,774     $ 33,107  
                 
Liabilities and Shareholders' Equity:
               
                 
Current Liabilities:
               
                 
Accrued interest
  $ 20,957     $ 4,930  
Accrued expense
    -       34,750  
Due to related parties
    1,000       -  
Total Current Liabilties
    21,957       39,680  
                 
Borrowing from others
    649,940       149,970  
Total Liabilities
    671,897       189,650  
                 
Shareholders' Equity;
               
Prefered stock, $ .0001 par value, 20,000,000 shares authorized, none issued and outstanding
    -          
Common Stock, $0.0001 par value, 250,000,000 shares authorized 36,870,388 issued and outstanding as of September 30, 2011 and December 31, 2010 , respectively
    3,687       3,687  
Paid-in capital
    12,234       12,234  
Deficit during Development Stage
    (425,044 )     (172,464 )
      (409,123 )     (156,543 )
                 
Total Liabilities and Shareholders' Equity
  $ 262,774     $ 33,107  

See Notes to Financial Statements
 
 
 

 
Innovative Wireless Technologies, Inc.
(a Development stage Company)
Statement of Operations
(Unaudited)
 
               
Cumulative since
 
   
For the
   
For the
   
July 24, 2008
 
   
3-Months ended
   
9-months ended
   
(Inception)
 
   
9/30/2011
   
9/30/2010
   
9/30/2011
   
9/30/2010
   
to 9/30/2011
 
                               
Revenue
  $ -     $ -     $ -     $ -     $ -  
                                         
Operating Expenses:
                                       
                                         
Legal, audit and other general & administrative
    118,844       44,571       236,034       62,639       396,802  
Depreciation
    520       -       520       -       520  
      119,364       44,571       236,554       62,639       397,322  
Total Expenses:
    119,364       44,571       236,554       62,639       397,322  
                                         
Other income (loss)
                                       
                                         
Interest expense
    2,465       1,250       16,026       1,250       27,722  
                                         
Total other income (loss)
    2,465       1,250       16,026       1,250       (27,722 )
                                         
Income ( Loss) before income taxes
    (121,829 )     (45,821 )     (252,580 )     (63,889 )     (425,044 )
Provision for income taxes
    -       -                       -  
                                         
Net loss
  $ (121,829 )   $ (45,821 )   $ (252,580 )     (63,889 )     (425,044 )
                                         
Loss per share
    (0.003 )     (0.001 )     (0.007 )     (0.002 )        
                                         
Weighted average common shares ( basic and diluted)
    36,870,388       34,646,210       36,870,388       32,458,277          

See Notes to Financial Statements

 
 

 
 
Innovative Wireless Technologies, Inc.
( a Development Stage Company)
Statements of Cash Flows
(Unaudited)
 
         
Cumulative since
 
   
For the
   
July 24, 2008
 
   
9-months ended
   
(Inception)
 
   
06/30/11
   
06/30/10
   
to September 30, 
2011
 
                   
Cash Flows From Operating Activities
                 
                   
Net loss
  $ (252,580 )   $ (63,889 )   $ (425,044 )
                         
Adjustments to reconcile net income (loss)  to net cash (used in) operations
                       
                         
Depreciation
    520               520  
Common stock issued for service
    -       -       3,134  
Stock issued for purchase of assets
            9,653       12,787  
Changes in inventory
    (209,254 )             (209,254 )
Increase (decrease) in current liabilities
    (18,724 )     5,250       20,957  
                         
Net Cash provided by (used in) operations
    (480,038 )     (48,986 )     (596,900 )
      -       -       -  
Cash Flows From Investing Activities
                       
                         
Prepaid Rent
    (18,306 )             (18,306 )
Expenditure for property, equipment and leasehold improvements
    (7,868 )     -       (7,868 )
Acquisition of patent
            (553 )     (553 )
Net cash provided by investing activities
    (26,174 )     (553 )     (26,727 )
                         
Cash Flows From Financing Activities
                       
                         
Issuance of capital stock
                       
Due to a related party
    1,000               1,000  
Borrowing From Other
    499,970       50,000       649,940  
                         
Net cash provided by  financing activities
    500,970       50,000       650,940  
                         
Net increase (decrease)
    (5,242 )     461       27,312  
Cash at the Beginning of the Period:
    32,554       -       -  
Cash at the End of the Period
  $ 27,312     $ 461     $ 27,312  
                         
Noncash transaction
                       
Common stock issued for purchase of assets
  $ -     $ 12,787     $ 15,921  
                         
Supplemental Disclosures of Cash Flow Information
                       
                         
Interest paid
  $ 16,026     $ 18,491     $ 18,491  
Income taxes paid
  $ -     $ -     $ -  

See Notes to Financial Statements

 
 

 

INNOVATIVE WIRELESS TECHNOLOGIES, INC.
 (A DEVELOPMENT STAGE COMPANY)
 
NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2011
 (UNAUDITED)
 
NOTE 1 -  UNAUDITED INFORMATION
 
The balance sheet of  Innovative Wireless Technologies, Inc. (the “Company”) as of September 30, 2011, and the statements of operations , and cash flows for the 3 and 9-months ended September  30, 2011  have not been audited.  However, in the opinion of management, such information includes all adjustments (consisting only of normal recurring adjustments) which are necessary to properly reflect the financial position of the Company as of September 30, 2011, and the results of operations for the 3 and 9 -months ended September 30, 2011.
Certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading.  Interim period results are not necessarily indicative of the results to be achieved for an entire year.  These financial statements should be read in conjunction with the financial  statements and notes to financial statements included in the Company’s  audited financial statements  as of  December 31, 2010 and calendar year then ended.
 
NOTE 2. ORGANIZATION AND DESCRIPTION OF BUSINESS
 
Innovative Wireless Technologies, Inc. (the "Company"), was incorporated in the State of Delaware on July 24, 2008, as Bayrock Ventures, Inc.  The name of the Company was changed to Innovative Wireless Technologies, Inc. on February 24, 2010.  Since inception, we have been engaged in organizational efforts and obtaining initial financing.  We were formed as a vehicle to pursue a business combination and have made no efforts to identify a possible business combination.  As a result, we have not conducted negotiations or entered into a letter of intent concerning any target business.  Our business purpose is to seek the acquisition of or merger with and existing company.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY
 
The Company has not earned any revenue from operations since inception. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in ASC 915, "development Stage Entities." . Among the disclosures required by ASC 915, are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception. The Company has elected a fiscal year ending on December 31.
 
ACCOUNTING METHOD
 
The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.
 
USE OF ESTIMATES
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.
 
CASH EQUIVALENTS
 
The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.
 
 
 

 
 
INCOME TAXES
 
Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
 
BASIC EARNINGS (LOSS) PER SHARE
 
Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.
 
STOCK-BASED COMPENSATION
 
The Company recognizes the services received or goods acquired in a share-based payment transaction as services are received or when it obtains the goods as an increase in equity or a liability, depending on whether the instruments granted satisfy the equity or liability classification criteria [FAS-123(R), par.5].
 
A share-based payment transaction with employees is measured base on the fair value (or, in some cases, a calculated or intrinsic value) of the equity instrument issued. If the fair value of goods or services received in a share- based payment with non-employees is more reliably measurable than the fair value of the equity instrument issued, the fair value of the goods or services received shall be used to measure the transaction. Conversely, if the fair value of the equity instruments issued in a share-based payment transaction with non-employees is more reliably measurable than the fair value of the consideration received, the transaction is measured at the fair value of the equity instruments issued [FAS-123(R), par.7].
 
The cost of services received from employees in exchange for awards of share- based compensation generally is measured at the fair value of the equity instruments issued or at the fair value of the liabilities incurred. The fair value of the liabilities incurred in share-based transactions with employees is remeasured at the end of each reporting period until settlement [FAS-123(R), par.10].
 
Share-based payments awarded to an employee of the reporting entity by a related party or other holder of an economic interest in the entity as compensation for services provided to the entity are share-based transactions to be accounted for under FAS-123(R) unless the transfer is clearly for a purpose other than compensation for services to the reporting entity. The substance of such a transaction is that the economic interest holder makes a capital contribution to the reporting entity and that entity makes a share- based payment to its employee in exchange for services rendered [FAS-123(R), par.11].
 
IMPACT OF NEW ACCOUNTING STANDARDS
 
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.
 
NOTE 4. BORROWING FROM RELATED PARTIES
 
The Company has outstanding unsecured loans in the total amount of $649,940 from two related parties as of September  30, 2011.
 
Creditor
 
Date of
Original Loan
 
Maturity Date
 
Maximum
Principal
 
Interest  Rate
 
Balance as
of
Dec 31,
2010
 
Meridian World Trading Co. Inc.  (related party)
 
June 6, 2010
 
June 19, 2013
 
$
100,000
 
10 % per annum
 
$
50,000
 
                           
Mr. Pavel Alpatov, controlling shareholder and related party
 
October 8, 2010
 
October 7, 2020
 
$
100,000
 
10 % per annum
 
$
99,970
 
                           
Mr. Pavel Alpatov, controlling shareholder and related party
 
February 15, 2011
 
February 15, 2021
 
$
400,000
 
10 % per annum
 
$
399,985
 
                           
Mr. Pavel Alpatov, controlling shareholder and related party
 
July 8, 2011
 
June 29, 2021
 
$
99,000
 
10 % per annum
 
$
99,985
 
                           
Total
                   
$
649,940
 

 
 

 
 
NOTE 5. SHAREHOLDER'S EQUITY
 
On July 24, 2008, the Board of Directors issued 31,340,000 shares of common stock for $3,134 in services to the founding shareholder of the Company to fund organizational start-up costs.
 
On August 6, 2010, the Board of Directors issued 5,530,388 shares of common stock pursuant to the terms of an Asset Purchase Agreement with MechTech, LLC.
 
The stockholders' equity section of the Company contains the following classes of capital stock as of  September  30, 2011 and December 31, 2010.:
 
* Common stock, $ 0.0001 par value: 250,000,000 shares authorized; 36,870,388 shares issued and outstanding
 
* Preferred stock, $ 0.0001 par value: 20,000,000 shares authorized; but not issued and outstanding.
 
 
 

 
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange (the "business combination"). In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target business.
 
The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.
   
In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.
 
It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance.
 
The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company which the target company shareholders would acquire in exchange for their shareholdings. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time.
 
In June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial Assets - an amendment of FASB Statement No. 140" (SFAS 166). SFAS 166 removes the concept of a qualifying special-purpose entity from SFAS 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," establishes a new "participating interest" definition that must be met for transfers of portions of financial assets to be eligible for sale accounting, clarifies and amends the derecognition criteria for a transfer to be accounted for as a sale, and changes the amount that can be recognized as a gain or loss on a transfer accounted for as a sale when beneficial interests are received by the transferor. Enhanced disclosures are also required to provide information about transfers of financial assets and a transferor's continuing involvement with transferred financial assets. SFAS No. 166 is effective for interim and annual reporting periods ending after November 15, 2009. The Company does not believe that the implementation of this standard will have a material impact on its condensed financial statements.
 
In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No. 46(R)" (SFAS 167). SFAS 167 amends FASB Interpretation No. 46 (revised December 2003), "Consolidation of Variable Interest Entities" (FIN 46(R)) to require an enterprise to qualitatively assess the determination of the primary beneficiary of a variable interest entity (VIE) based on whether the entity (1) has the power to direct the activities of a VIE that most significantly impact the entity's economic performance and (2) has the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. Also, SFAS 167 requires an ongoing reconsideration of the primary beneficiary, and amends the events that trigger a reassessment of whether an entity is a VIE. Enhanced disclosures are also required to provide information about an enterprise's involvement in a VIE. SFAS No. 167 is effective for interim and annual reporting periods ending after November 15, 2009. The Company does not believe that the implementation of this standard will have a material impact on its condensed financial statements.
 
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
 
Information not required to be filed by Smaller reporting companies.
 
ITEM 4. Controls and Procedures.
 
Disclosures and Procedures
 
Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report under the supervision and with the participation of the Company's principal executive officer (who is also the principal financial officer).
 
 
 

 
 
Based upon that evaluation, he believes that the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized and processed timely. The principal executive officer is directly involved in the day-to-day operations of the Company.
 
This Quarterly Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Quarterly Report.
 
Changes in Internal Controls
 
There was no change in the Company's internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
 
PART II — OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.
 
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
Not applicable
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
Not applicable.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
Not applicable.
 
ITEM 5. OTHER INFORMATION
 
 
(a)
Loan from Pavel Alpatov.  On July 8, 2011, Registrant entered into a Loan Agreement with Pavel Alpatov, President and Principal Executive Officer of Registrant, as Lender, and Registrant, as Borrower.  Under the Loan Agreement, Mr. Alpatov agreed to lend the Company a maximum of $99,000.  Outstanding principal will bear interest at a date of 10% per annum.  All outstanding principal and accrued interest is due no later than June 29, 2021.
 
The proceeds were used for legal fees, patent and trade mark expenses, show expenses for Registrant’s products, and research and development costs.
 
Amounts borrowed under the Loan Agreement are unsecured obligations of Registrant.  As long as any amounts are outstanding under the Loan Agreement, the Lender’s consent is required for Registrant to grant a security interest in any of its assets.
 
ITEM 6. EXHIBITS
 
(a) Exhibits
 
10.1   Loan Agreement dated July 8, 2011, between Pavel Alpatov, as Lender, and Innovative Wireless Technologies, as Borrower
 
31.  Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
32.  Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Pursuant to the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

NAME
 
OFFICE
 
DATE
         
/s/ Pavel Alpatov
 
President
 
November 21, 2011
Pavel Alpatov
 
Principal Executive Officer
   
Principal Financial Officer